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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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/X/ Preliminary Proxy Statement
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/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

EUROPA CRUISES CORPORATION
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(Name of Registrant as Specified In Its Charter)

JAMES C. ILLIUS
JOHN R. DUBER
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April XX, 2002

James C. Illius
John R. Duber
3791 Francis Drive
Rocky River, Ohio 44116

Dear Fellow Stockholder:

We are two of the four members of the Board of Directors of Europa Cruises
Corporation (the "Company"). Together, we have formed the Committee of
Concerned Europa Stockholders (the "Committee"). By now, you may have heard
that Mr. Frank E. Williams, Jr., a stockholder of the Company, has requested
stockholders to remove Mr. John R. Duber from the Board of Directors. There
is currently a split in the Board of Directors, and we represent one-half of
the Board. We are writing to you in opposition of Mr. Williams's consent
solicitation and to request your support instead for the removal of Ms.
Deborah Vitale from the Company's Board of Directors. We support the
replacement of Ms. Vitale with the Committees' nominee, Mr. James Rafferty,
an experienced professional in the gaming industry. Mr. Rafferty has proposed
to the Committee a viable business plan to develop the Company's primary
remaining asset, the 404.5 acre parcel of land in Diamondhead, Mississippi.
We believe that Mr. Rafferty's proposal will revitalize the Company with the
engagement of experienced casino industry professionals who have extensive
knowledge on how to design, build, finance and operate a waterfront casino
resort, which we believe is lacking in current management.

This Consent Statement and enclosed form of Consent are first being mailed to
holders of the Company's voting stock on or about April __, 2002. This Consent
Statement and accompanying form of Consent propose that the following actions,
in the order set forth below, be approved and effected by written consent in
lieu of a meeting of stockholders as authorized by the Delaware General
Corporation Law:

1. To remove Ms. Deborah Vitale, the current Chairman of the Board of
Directors.

2. To elect to the Board of Directors the Committee's nominee, Mr. James
Rafferty, to serve until his successor has been duly elected and
qualified.

WE ARE ALSO ASKING YOU TO REVOKE ANY PRIOR WRITTEN CONSENTS THAT YOU MAY HAVE
EXECUTED TO REMOVE AND REPLACE MR. JOHN DUBER AS A MEMBER OF THE BOARD OF
DIRECTORS BY INDICATING YOUR REVOCATION ON THE ENCLOSED WHITE CONSENT CARD.

WE URGE YOU TO READ THE CONSENT STATEMENT CAREFULLY. THE COMMITTEE STRONGLY
RECOMMENDS THAT YOU SIGN, DATE AND MAIL YOUR WHITE CONSENT CARD PROMPTLY.

Sincerely,
James Illius
John Duber

YOUR CONSENT IS IMPORTANT NO MATTER HOW FEW SHARES YOU OWN. PLEASE MARK, SIGN
AND DATE THE ENCLOSED WHITE CONSENT CARD AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE PROMPTLY. ABSTENTION OR FAILURE TO GIVE YOUR CONSENT
WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE PROPOSALS.

CONSENT STATEMENT
OF
THE COMMITTEE FOR CONCERNED EUROPA STOCKHOLDERS
(THE "COMMITTEE")

QUESTIONS AND ANSWERS ABOUT THIS CONSENT STATEMENT

Q: WHO IS MAKING THIS CONSENT SOLICITATION?

A: This solicitation is being made by The Committee of Concerned Europa
Stockholders, consisting of one-half of the current members of the Company's
Board of Directors, James C. Illius and John R. Duber.

Q: WHAT ARE WE ASKING YOU TO DO?

A: You are being asked to take the following actions:

1. To consent to the removal of Ms. Deborah Vitale, the current Chairman of
the Board of Directors.

2. To consent to the election of Mr. James Rafferty to the Board of Directors,
to serve until his successor has been duly elected and qualified.

We are also asking you to revoke any prior written consents that you may
already have executed to remove and replace Mr. Duber as a director by
indicating your revocation on the enclosed WHITE consent card.

Q: WHY ARE WE SOLICITING YOUR CONSENT?

A: We are soliciting your consent to end the current deadlock in the Board of
Directors. We have attempted to present a proposal to develop the Diamondhead
property to the Board of Directors, but have met with resistance from current
management. We believe that Mr. Rafferty's proposal to develop a waterfront
casino is a viable business plan that has the potential to create value for you
as a stockholder. Mr. Rafferty has the necessary professional experience in the
gaming industry to fully develop the Diamondhead property. We believe current
management lacks this experience.

Q: WHO IS JAMES RAFFERTY?

A: Our nominee for Director is Mr. James Rafferty. Mr. Rafferty does not
presently serve the Company in any capacity. Mr. Rafferty has almost 24 years of
experience in the gaming industry and most recently served as Senior Vice
President of Corporate Marketing for Harveys Casino Resorts. Mr. Rafferty can
bring to the Company a team of experienced casino professionals who have
extensive knowledge on how to design, build, finance and operate a waterfront
casino. For more information on Mr. Rafferty's business experience, you should
refer to the section entitled "The Committee's Nominee-- James Rafferty," on
page __ of this Consent Statement.

Q: IF MR. RAFFERTY IS ELECTED, WHO WILL BE THE DIRECTORS OF THE COMPANY?

A: If Mr. Rafferty is elected, Ms. Vitale will no longer serve on the Board of
Directors and we further expect that she will be terminated as the Company's
CEO, President, Secretary, and Treasurer, and with regard to any positions she
holds with any of the Company's subsidiaries. We expect that the new Board will
consist of Mr. Rafferty, who would be a new Board member, Messrs. Duber and
Illius, and Mr. Gregory A. Harrison, existing members of the Board. As a member
of the Board, the Committee expects that Mr. Rafferty will assist in hiring an
experienced management team to successfully design, develop, build, and operate
a waterfront casino at the Diamondhead property.

Q: HOW WOULD THE NEWLY RECONSTITUTED BOARD IMPROVE THE COMPANY'S PERFORMANCE?

A: The current Board of Directors is deadlocked, and Ms. Vitale has resisted a
presentation of the details of the Rafferty proposal to the Board. With Mr.
Rafferty as a member of the Board, the Company can move forward with the
development of the Diamondhead property and in doing so, capitalize on Mr.
Rafferty's management expertise, credibility, and contacts in the casino gaming
industry and financial markets.

Q: ON WHAT BASIS MAY MS. VITALE BE REMOVED FROM THE BOARD?

A: The Delaware General Corporation Law and the Company's bylaws provide that a
director of the Company may be removed at any time, either with or without
cause, through the written consent of the holders of a majority of the
outstanding eligible voting stock of the Company. Please see the section
entitled "Removal and Consent Procedures Under Delaware Law" beginning on
page ___ of this Consent Statement. Ms. Vitale would be removed "without
cause."

Q: WHO CAN CONSENT TO THESE MATTERS?

A: Stockholders of record as of _________, 2002 (the "Record Date") are entitled
to consent to these Proposals. Therefore, if you owned shares of the Company on
_________, 2002, you have the right to consent to the Proposals, even if you
disposed of some or all of your shares after the Record Date.

If you have previously executed a consent in connection with Mr. Williams's
consent solicitation to remove Mr. Duber from the Board, you can revoke that
consent by indicating your revocation on the enclosed WHITE card.

Q: HOW MANY SHARES MUST BE VOTED IN FAVOR OF THE PROPOSALS TO ADOPT THEM?

A: We must receive consents from a majority (i.e., more than 50%) of the
issued and outstanding shares of eligible voting stock of the Company as of the
Record Date as to each Proposal in order for each of the Proposals to be
adopted. The Company reported having _____________ shares of common stock
outstanding as of the Record Date. There are also 1,826,000 shares of the
Company's preferred stock that are eligible to vote, one vote per share, on
any and all matters presented to the holders of the common stock for a vote.
Therefore, the affirmative vote of at least _________ shares of the Company's
eligible voting stock is necessary to adopt each of the Proposals. Your failure
to return the consent card, or electing to "Abstain" will have the same effect
as a "no" vote.

Q: WHEN WILL THE PROPOSALS BECOME EFFECTIVE?

A: The Proposals will become effective and Mr. Rafferty will take office as a
director when we receive and deliver to the Company valid and unrevoked
consents for those Proposals from record holders representing more than a
majority of the issued and outstanding shares of the Company's eligible
voting stock as of the Record Date. Promptly after the effectiveness of the
Proposals, the Company is required to notify all stockholders that the
Proposals were adopted and became effective.

Q: IS THE EFFECTIVENESS OF ONE PROPOSAL CONDITIONED UPON THE ADOPTION OF THE
OTHER PROPOSAL?

A: No. One Proposal could be adopted without the adoption of the other
Proposal. The Committee strongly recommends that you vote your shares in
FAVOR of both Proposals to end the Board deadlock. The Committee also
recommends that you revoke any prior written consents that you may already
have executed to remove and replace Mr. Duber as a director.

Q: WHAT IS THE DEADLINE FOR SUBMITTING CONSENTS?

A: Under section 228(c) of the Delaware General Corporation Law, consents must
be received by the Company within 60 days of the Record Date in order to be
effective. Accordingly, CONSENTS CANNOT BE SUBMITTED LATER THAN JUNE ___, 2002.
However, because the Proposals will become effective upon our delivery to the
Company of valid and unrevoked consent cards totaling more than 50% of the
shares entitled to vote as of the Record Date, and because this may occur
before the 60 day period has expired, we urge you TO ACT PROMPTLY in order
to assure that your vote will count.

Q: WHAT SHOULD YOU DO TO CONSENT TO THE PROPOSALS?

A: If your shares of voting stock are held in your own name, please sign,
date, mail, hand-deliver or fax the enclosed WHITE consent card today to our
consent solicitor, Georgeson Shareholder Communications Inc. at the following
address:

Georgeson Shareholder
Communications Inc.
17 State Street
10th Floor
New York, NY 10004
Fax: (212) 440-9009

If your shares of voting stock are held in "street name," only your bank or
broker can execute a consent on your behalf, but only upon receipt of your
specific instructions. Accordingly, you should contact the person responsible
for your account and give instructions for a WHITE consent card to be signed
representing your shares.

Q: CAN YOU REVOKE YOUR CONSENT TO THE PROPOSALS?

A: Yes. You may revoke an executed consent card at any time before the Proposals
become effective by dating, signing, and delivering a written
revocation to our consent solicitor,

Georgeson Shareholder Communications Inc. 17 State Street, 10th Floor, New
York, NY 10004 or by facsimile at (212) 440-9009. Your revocation may be in
any written form signed by the "record holder" so long as it clearly states
that the consent previously given is no longer effective. If you are a
"record holder," your shares or certificates are represented by certificates
in your name. If you hold your shares through a bank or broker, the bank or
broker is the "record holder." Additionally, the delivery of a subsequent and
properly dated WHITE consent card in opposition to an earlier properly
completed WHITE consent card will also constitute a revocation of the earlier
consent.

Although a revocation is also effective if delivered to the Company, we request
that either the original or photostatic copies of all revocations of consents be
promptly mailed or delivered to us at the above address or facsimile number so
that we will be aware of all revocations and can more accurately determine if
and when the requisite consents to the actions described herein have been
received. Revocations to the Company may be delivered to its principal office at
150 153rd Avenue East, Suite 202, Madeira Beach, Florida 33708, or to any other
address provided by the Company.

Q: WHO DO YOU CALL IF YOU HAVE QUESTIONS ABOUT THE SOLICITATION?

A: Please contact Georgeson Shareholder Communications Inc. toll-free by
telephone at (866) 318-0501. Banks and brokerage firms please call collect:
(212) 440-9800. You can access more information about our solicitation on the
World Wide Web at www.proxymaterial.com/kruz/.

INTRODUCTION

This Consent Statement and accompanying consent card are being furnished to
holders of the Company's outstanding shares of voting stock in connection with
the Committee's solicitation from such holders of written consents to take the
following actions without a stockholders meeting, as permitted by the Delaware
General Corporation Law ("DGCL"):

1. To remove Ms. Deborah Vitale, the current Chairman of the Board of
Directors.

2. To elect to the Board of Directors the Committee's nominee, Mr. James
Rafferty, to serve until his successor has been duly elected and
qualified.

WE ARE ALSO ASKING YOU TO REVOKE ANY PRIOR WRITTEN CONSENTS THAT YOU MAY
ALREADY HAVE EXECUTED TO REMOVE AND REPLACE MR. JOHN DUBER AS A MEMBER OF THE
BOARD OF DIRECTORS BY INDICATING YOUR REVOCATION ON THE ENCLOSED WHITE
CONSENT CARD. This consent solicitation is being made by the members of the
Committee in their capacity as stockholders of the Company. THE COMMITTEE
STRONGLY RECOMMENDS VOTING YOUR SHARES IN FAVOR OF EACH OF THE PROPOSALS
DESCRIBED IN THIS CONSENT STATEMENT. This Consent Statement and the enclosed
WHITE consent card are first being furnished to stockholders of the Company
on or about April __, 2002.

Approval of the Proposals requires the written consent of a majority of the
voting stock as of April ___, 2002 (the "Record Date"). Stockholders of
record as of the close of business on the Record Date will be entitled to one
vote for each share of outstanding common stock and one vote for each share
of outstanding preferred stock. Therefore, if you sold shares subsequent to
the Record Date, you still retain your voting rights with respect to such
shares. The majority of the common stock and preferred stock voting together
as a single class is required for approval. The Company's certificate of
incorporation and bylaws do not provide for cumulative voting. As of the
Record Date, the Company reported having the following voting securities
issued and outstanding: ________ shares of common stock, ________ shares of
Series S Preferred Stock, and ________ shares of Series S-NR Preferred Stock.
According to the Company's 10-KSB, 296,000 shares of nonvoting Series S-PIK
Junior Preferred Stock, which is convertible into common stock at a 1:1
ratio, were issued and outstanding as of December 31, 2001.

The Proposals will become effective when properly completed, unrevoked
consents are signed by the holders of a minimum of ___________ shares of the
Company's outstanding eligible voting securities on or before June ____,
2002. You should refer to the section below entitled "Important -- Consent
Process" for more information on how to complete your consent. We urge you to
execute and return your WHITE consent card promptly, but no later than June
_____, 2002. Additionally, because the Proposals will become effective only
if executed consents are returned by holders of record on the Record Date of
a majority of the outstanding shares of the Company's outstanding voting
securities, THE FAILURE TO EXECUTE AND TIMELY RETURN A WHITE CONSENT CARD
WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE PROPOSALS. Promptly after the
effectiveness of

the Proposals, the Company is required to notify all stockholders that the
Proposals were adopted and became effective.

Holders of the Company's voting stock do not have dissenters' appraisal rights
under the DGCL in connection with this Consent Statement or the Proposals
contained herein.

THE COMMITTEE'S NOMINEE -- JAMES RAFFERTY

JAMES RAFFERTY, age 46, has extensive experience in managing all aspects of the
operations of a casino, with close to 24 years of experience in the gaming
industry. Currently, he is a principal in his own consulting firm, Rafferty &
Associates, which specializes is marketing and strategic planning for the casino
industry. Previously, he was the Senior Vice President of Harveys Casino Resorts
from November 1995 to August 2001. Mr. Rafferty is or has been licensed and/or
permitted to operate casinos in Nevada, Iowa, and New Jersey. He was part of the
senior management team that led the sale of Harveys Casino Resorts (constituting
four separate casinos) to Harrahs Entertainment, Inc. on August 1, 2001. Mr.
Rafferty has long participated in various roles on five significant "ground-up"
casino projects, including Harrah's Trump Plaza (Atlantic City), Showboat
Hotel-Casino (Atlantic City), Harveys (Central City, Colorado), Hard Rock Casino
(Las Vegas), and Harveys (Council Bluffs, Iowa). Mr. Rafferty's involvement in
these "ground-up" projects included obtaining licenses and permits, negotiating
contracts, and working with compliance officials of state and municipal
governments. Mr. Rafferty earned his B.S. in Hotel Administration from the
University of Nevada, Las Vegas (1978) and an M.S. in Industrial Relations from
Rutgers University (1989).

THE COMMITTEE

The Committee consists of the following individuals:

JAMES C. ILLIUS. Mr. Illius has been a director of the Company since May
1999. Mr. Illius is the Company's single largest individual stockholder, and,
as of the date of this Consent Statement, beneficially owns approximately
8.9% of the Company's currently outstanding common stock. Mr. Illius is the
founder and President of Builder's Loft, Inc., a wholesale building supplier,
a company with sales of approximately five million dollars annually. Mr.
Illius has been involved in the building and construction business for
approximately thirty years in the Cleveland, Ohio area. Mr. Illius is an
active stock market investor and manages his Company's pension fund. Mr.
Illius also invests in and develops real estate.

JOHN R. DUBER. Mr. Duber was named a director of the Company in February 1998.
From January 1998 through September 1, 2001, Mr. Duber was employed by the
Company as its Director of Investor Relations. Mr. Duber was elected
Vice-President and Assistant Secretary of

the Company in February 1998, but he is not currently drawing a salary and is
effectively no longer functioning as an officer or employee of the Company. Mr.
Duber is currently a private investor and works as a private contractor in the
skilled trade area.

REASONS FOR THIS CONSENT SOLICITATION

We believe in the Company's potential for success. It is the Committee's view
that the Company can be re-directed, through hiring a skilled management team,
which should result in improved stockholder value. The Committee believes that
its nominee, Mr. Rafferty, has the potential to enhance stockholder value by
attracting a new management team with the strategic vision, experience, and
casino design and development skills to work with the newly constituted Board.
We believe that Mr. Rafferty will assist the Board in managing the business and
affairs of the Company by recruiting an experienced casino management team from
his contacts in the industry.

MR. RAFFERTY HAS SIGNIFICANT EXPERIENCE IN MANAGING CASINO DEVELOPMENT PROJECTS.

o Mr. Rafferty was part of the management team that developed the
Council Bluffs property for Harveys. The Council Bluffs site lay in an
area with characteristics quite similar to the Company's Diamondhead
property.

o Mr. Rafferty believes that his 24 years of management experience and
success in the casino industry proves that he can adapt and respond to
rapidly changing local and national customer bases and design
effective marketing strategies.

o Mr. Rafferty has a long history of designing and developing casinos in
protected environments. Lake Tahoe, Nevada has a complex set of
environmental regulations. Despite these hurdles, Mr. Rafferty led the
way to the development of a master plan for downtown South Lake Tahoe
by working with both environmental groups and the business community
to find a win-win solution for all.

o Mr. Rafferty believes that he has an impeccable reputation with
lenders experienced in the gaming industry. Moreover, Mr. Rafferty has
never been involved with a losing casino project. Particularly while
at Harveys, Mr. Rafferty delivered projects that were well-planned and
he delivered on what was promised. Mr. Rafferty believes that his
reputation was built through working closely with banking partners in
the communities in which he does business. By sharing strategic
business plans with local business leaders, Mr. Rafferty has the
reputation of bringing economic vibrancy to the communities he serves.
Mr. Rafferty believes that this reputation will assist him in attempts
to secure the financing necessary to bring the Diamondhead property to
its full potential as a deluxe casino entertainment complex.

MR. RAFFERTY HAS A PLAN FOR DEVELOPING THE DIAMONDHEAD PROPERTY.

o Mr. Rafferty believes that the Diamondhead property presents a very
special opportunity for casino development. Assuming that the property
can be properly

permitted for casino development, its proximity to the growing and
prosperous southeastern Louisiana market and Hancock and Pearl River
counties of Mississippi, as well as its location off of Interstate 10,
are all positive attributes for the design and development of a
deluxe casino entertainment complex. Mr. Rafferty believes, however,
that location alone will not be sufficient to develop the Diamondhead
property to its fullest potential.

o Mr. Rafferty's plan recognizes that a successful casino must
differentiate itself in this marketplace. We believe that a deluxe
casino entertainment complex, with the proper collection of
activities that would complement the casino, is the best type of
project to capitalize on the Diamondhead property's strengths. It is
Mr. Rafferty's belief that this property should be built primarily for
the loyal and regular customers who will come to Diamondhead from the
Gulf Coast area.

o Mr. Rafferty's plan embraces four other strategic elements that the
Committee believes are necessary to increase the likelihood of the
Diamondhead property's success as a waterfront casino and increase
and promote stockholder value:

1) the master plan for the site should focus on the core needs and
wants of the customers, who will most likely be from the local
Gulf Coast market;

2) the property should be managed by an experienced team that
understands the complexities of developing a casino/entertainment
complex that will have a minimal impact on the environmentally
sensitive Gulf Coast region;

3) the management team needs to understand and appreciate the
changing economics of the casino business in general and the
specific pressures that will affect the Gulf Coast in the next 10
years; and

4) the management should have a proven ability to obtain financing
for a project in today's economic environment.

WHY MS. VITALE SHOULD BE REMOVED FROM THE BOARD OF DIRECTORS.

In our view, the existing senior management team, led by Ms. Vitale, has been
given an adequate opportunity to manage the Company and develop the Diamondhead
property. The Company's Chief Executive Officer, Ms. Vitale, has never presented
a master plan for the Diamondhead property to the Board, despite the fact that
the Company has owned the land since 1993.

Ms. Vitale has served as Chief Executive Officer of the Company since 1998, and
has also served as Chief Executive Officer of the Company's two subsidiaries
responsible for the project, Casino World, Inc. and Mississippi Gaming
Corporation, since 1997. The entire 404.5 acres consisting of the Diamondhead
property has sat undeveloped since the Company exercised its option to buy it in
1993.

Ms. Vitale's experience with the Company has consisted of leading it through the
conclusion of multiple lawsuits and the sale of the Company's cruise ships. It
is the Committee's belief that Ms. Vitale simply does not have the required
experience in developing, building, designing, or operating a waterfront casino,
the primary development goal of the Diamondhead property.

Additionally, Ms. Vitale has resisted the presentation of Mr. Rafferty's
proposal to the Board of Directors. In connection with the presentation, Mr.
Rafferty attempted to obtain the execution of a mutual non-disclosure agreement
to protect any proprietary information contained in his business plan
(including a mutual indemnification and covenant not to sue with regard to
discussions leading to any change in management). Without consulting the Board
of Directors, however, Ms. Vitale refused to sign such agreement.

INTERESTS OF CERTAIN PERSONS IN THE CONSENT SOLICITATION

The name, residence, and business address, present principal occupation or
employment, the name, principal place of business, and address of any
corporation or other organization in which such employment is carried on, and
the citizenship of each member of the Committee and Mr. Rafferty is set forth
below:

James-Edward Clark Illius is a citizen of the United States. His residence
address is 3791 Francis Drive, Rocky River, Ohio 44116. He has been a
stockholder of the Company since June 1994. He is the founder and President of
Builders Loft, Inc. (13229 Enterprise Avenue, Cleveland, Ohio 44135), a company
engaged in selling exterior residential and commercial building products.

John Robert Duber is a citizen of the United States. His residence address is
20018 Westover Avenue, Rocky River, Ohio 44116. He is a private investor, and
was named as a Director of the Company on February 18, 1998. From January 1998
until September of 2001, Mr. Duber was employed by the Company as its Director
of Investor Relations.

James Joseph Rafferty is a citizen of the United States. His residence address
is 2190 Ocean Boulevard, Rye, New Hampshire 03870. He currently serves as a
principal in his own consulting firm, Rafferty & Associates (P.O. Box 1412,
Portsmouth, NH 03802), which specializes in marketing and strategic planning
for the casino industry.

Information with respect to each member of the Committee and Mr. Rafferty is
given solely by such member or Mr. Rafferty and no member of the Committee or
Mr. Rafferty has responsibility for the accuracy or completeness of the
information supplied by the other participants.

As of April 1, 2002, according to the Company's most recent filing with the SEC,
the Annual Report on Form 10-KSB of the Company for the year ended December 31,
2001, there were

issued and outstanding 32,620,043 shares of common stock of the Company. The
number of shares of common stock beneficially owned by the members of the
Committee together is 6,978,819 (including 400,000 of Mr. Illius's options
and 450,000 of Mr. Duber's options and 3,447,206 shares held by the ESOP, of
which Mr. Duber is co-trustee). Neither Mr. Rafferty nor the Committee members
hold preferred shares of the Company.

In July 1999, Mr. Illius received 1,000,000 shares of the Company's common
stock in repayment of loans to the Company in the aggregate amount of
$300,000. He beneficially owns an additional 1,522,551 shares of the
Company's common stock which he acquired through personal funds for the
approximate price of $1,427,181. The Builder's Loft, Inc. Pension Plan, of
which Mr. Illius is trustee, holds 20,000 shares of the Company's common
stock. The address of the Pension Plan is c/o Builder's Loft, Inc., 13229
Enterprise Avenue, Cleveland, Ohio 44135. Mr. Illius beneficially owns
2,942,551 shares of the common stock, including 400,000 shares underlying
stock options, 32,000 shares that are in college accounts for his children,
and 1,000,000 shares held jointly with his wife, which constitute
approximately 8.9% of the outstanding shares of common stock, calculated in
accordance with Rule 13d-3(d)(i)(D) promulgated under the Exchange Act of
1934, as amended (the "Exchange Act"). No other associates of Mr. Illius own
any of the Company's securities. This percentage does not take into account
shares of preferred stock noted above. Mr. Illius is the record owner of
1,000,000 shares of the Company's common stock held jointly with his wife.
Mr. Illius has not purchased or sold any of the Company's common stock in the
last two years.

Mr. Duber acquired 139,060 shares of the Company's common stock with personal
funds for the approximate price of $240,000. 3,447,206 shares are held by the
ESOP, of which Mr. Duber is co-trustee (this figure includes 26,753 shares of
the Company's common stock which were allocated to him as a participant in
the ESOP). Mr. Duber beneficially owns 4,036,268 shares of the common stock,
including 450,000 shares underlying stock options, which constitute
approximately 12.2% of the outstanding shares of common stock, calculated in
accordance with Rule 13d-3(d)(i)(D). This percentage does not take into
account shares of preferred stock noted above. Mr. Duber is the record holder
of 1,500 shares of the Company's common stock. Mr. Duber has not purchased or
sold any of the Company's common stock in the last two years.

As of the date of this filing, Mr. Rafferty does not beneficially hold any
shares of any series of stock of the Company. Mr. Rafferty has not purchased or
sold any of the Company's common stock in the last two years.

The members of the Committee each disclaims beneficial ownership of the shares
of the Company's common stock reported hereunder as beneficially owned by either
member of the Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, to the Committee's knowledge, and based on the
Company's Annual Report filed with the SEC on Form 10-KSB on April 11, 2002, the
beneficial ownership of the outstanding voting stock held by (i) each person or
entity beneficially owning more than 5% of the shares of any class of voting
stock, (ii) each director, nominee, and certain executive officers,
individually, (iii) all directors and executive officers as a group, all as of
April 1, 2002; and (iv) any "groups" as that term is used in Section 13(d)(3) of
the Exchange Act.

AMOUNT AND
NATURE OF
BENEFICIAL PERCENT PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP TITLE OF CLASS OF CLASS VOTING STOCK (1)
- ------------------------------------ --------- -------------- -------- ----------------

EUROPA CRUISES CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN TRUST (2)............... 3,420,455 Common 9.27% 8.83%
150-153rd Avenue Madeira Beach, Florida 33708

DEBORAH A. VITALE (2)(3)(4)............ 5,666,865 Common 15.36% 14.63%
Chairman, President, CEO, Secretary and
Treasurer; Chairman, President, Secretary
and Treasurer of Casino World, Inc. and
Mississippi Gaming Corp.
1013 Princess Street Alexandria, Virginia
22314

JOHN R. DUBER (2)(3)(5)................ 4,036,268 Common 12.2% 11.6%
Director, Vice-President and Assistant
Secretary
20018 Westover Avenue
Rocky River, OH 44116

JAMES ILLIUS (6)....................... 2,942,551 Common 8.9% 8.4%
Director
3791 Francis Drive
Rocky River, OH 44116

GREGORY HARRISON (6)................... 1,133,000 Common 3.07% 2.93%
Director
16209 Kimberly Grove
Gaithersburg, MD 20878

SERCO INTERNATIONAL LIMITED............ 924,334 Common 2.50% 7.10%
P.O. Box 15
A-9010 Klagenfurt, AUSTRIA 900,000 S-NR Preferred 100%

926,000 S Preferred 100%

AUSTROINVEST INTERNATIONAL
LIMITED (7)............................ 924,334 Common 2.50% 7.10%
P.O. Box 15
A-9010 Klagenfurt, AUSTRIA 900,000 S-NR Preferred 100%

926,000 S Preferred 100%

ERNST G. WALTER (7).................... 924,334 Common 2.50% 7.10%
14700 Gulf Blvd., Apt. 401
Madeira Beach, FL 33708 900,000 S-NR Preferred 100%

926,000 S Preferred 100%

ALL DIRECTORS AND OFFICERS AS A GROUP (5
persons)............................... 10,459,039 28.34% 27.01%

THE COMMITTEE OF CONCERNED EUROPA
STOCKHOLDERS (8)....................... 6,978,819 Common 21.4% 19.8%
c/o James C. Illius
3791 Francis Drive
Rocky River, OH 44116

- -----------------------
(1) Common Stock and S-NR Preferred and S Preferred shares have been combined
for the purpose of calculating voting percentages.

(2) The Europa Cruises Corporation Employee Stock Ownership Plan ("ESOP") was
established on August 18, 1994. The Trustees of the ESOP are Deborah A.
Vitale, President, CEO, and Chairman of the Board and John R. Duber,
Vice-President and a Director. As of December 31, 2001, 1,579,545 ESOP
shares had been released and 1,500,000 ESOP shares had been allocated to
participants in the ESOP. The participants in the ESOP are entitled to
direct the Trustees as to the manner in which the Company's allocated
shares are voted. Unallocated shares are voted by the Trustees. The
Trustees are required to vote the ESOP shares in the best interests of ESOP
beneficiaries.

(3) Includes 3,420,455 unallocated shares of Common Stock which may be voted by
Ms. Vitale and Mr. Duber as Co-Trustees of the ESOP.

(4) Includes options to purchase 2,100,000 shares of Common Stock.

(5) Includes options to purchase 450,000 shares of Common Stock.

(6) Includes options to purchase 400,000 shares of Common Stock.

(7) Serco International Limited and Austroinvest International Limited are
affiliated entities. The Company understands that Dr. Ernst Walter is the
sole director of each company. The total beneficial ownership of securities
of the Company held by the two corporations and Dr. Walter includes:
900,000 shares of Series S-NR Preferred Stock owned by Serco International
Limited; 924,334 shares of Common Stock owned by Serco International
Limited; and 926,000 shares of S Preferred Stock owned by Austroinvest
International Limited.

(8) Based on the Schedule 13D filed with the Securities and Exchange Commission
by members of the Committee on April 12, 2002.

REMOVAL AND CONSENT PROCEDURES UNDER DELAWARE LAW

Section 141(k) of the DGCL provides that, unless the directors have staggered
terms or the corporation has cumulative voting, any director may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors. The Company's directors do not have
staggered terms, nor do the bylaws provide for cumulative voting. Article Three,
Section 1 of the Company's bylaws specifically provides that a director may be
removed at any time, either with or without case, at a special meeting of the
stockholders that is called to remove such director.

Section 228 of the DGCL generally provides that, unless otherwise provided in
the certificate of incorporation, any action required or permitted to be
taken at any annual or special meeting of stockholders may be taken without
a meeting, without prior notice and without a vote, if a consent or consents
in writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, and those consents
are delivered to the corporation by delivery to its registered agent at its
registered office in Delaware, its principal place of business or an officer
or agent of the corporation having custody of the books in which proceedings
of the meetings of stockholders are recorded. Article Two, Section 11 of the
Company's bylaws specifically provides that, in lieu of a meeting or notice,
any action that can be taken at a meeting of stockholders may be obtained by
the written consent of the holders of a majority of the outstanding shares of
voting stock of the Company.

Section 213(b) of DCGL generally provides that if no record date has been
fixed by the board of directors, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be
the first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the corporation by delivery to
its registered agent at its registered office in Delaware, its principal
place of business or an officer or agent of the corporation of the company
having custody of the books in which proceedings of meetings of the
stockholders are recorded. On April __, 2002, each member of the Committee
delivered a signed written consent to the Company setting forth and
consenting to the Proposals which, pursuant to Section 213(b) of the DCGL,
fixes April __, 2002 as the Record Date for the solicitation.

Under section 228(c) of the DGCL, consents must be received by the Company
within 60 days of the Record Date in order to be effective. Accordingly,
consents cannot be submitted later than June ___, 2002. However, because the
Proposals will become effective upon our delivery to the Company of valid and
unrevoked consent cards totaling more than 50% of the shares entitled to vote as
of the consent record date, and because this may occur before the 60-day period
has expired, we urge you to act promptly in order to assure that your vote will
count.

If the Proposals are adopted pursuant to this Consent Statement, prompt notice
must be given by the Company pursuant to Section 228(d) of the DGCL to
stockholders who have not executed written consents.

IMPORTANT-CONSENT PROCEDURES

1. If your shares are held on the records of the Company's stock transfer agent
in your own name, please sign, date and mail the enclosed WHITE consent card to
our consent solicitor, Georgeson Shareholder Communications Inc., in the
postage-paid envelope provided.

2. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can execute a consent with respect to your shares and
only upon receipt of your specific instructions. Accordingly, you should contact
the person responsible for your account and give instructions for a WHITE
consent card to be signed representing your shares. We urge you to confirm in
writing your instructions to the person responsible for your account and to
provide a copy of those instructions to Georgeson Shareholder Communications
Inc. so that we will be aware of all instructions given and can attempt to
ensure that such instructions are followed.

You should note that the failure to return your consent card or electing to
"ABSTAIN" will have the same effect as voting against the Proposals.
Additionally, if your broker or nominee does not receive consent instructions
from you, your shares will not be counted and will have the same effect as a
vote against the Proposals. If the record holder signing, dating and returning
the WHITE consent card has failed to check a box for Proposals one or two,
your vote will be to consent to such proposals. In addition, a failure to
check a box to revoke any prior written consents to remove Mr. Duber from the
Board will be considered a revocation of such prior consent.

You may choose to revoke an executed consent card at any time before the
Proposals become effective by marking, dating, signing, and delivering a written
revocation to Georgeson Shareholder Communication Inc. A revocation may be in
any written form signed by the record holder as long as it clearly states that
the consent previously given is no longer effective. Additionally, the delivery
of a subsequent and properly dated consent in opposition to an earlier properly
completed consent will also constitute a revocation of the earlier consent.

If you have any questions or require any assistance in executing your consent,
please call Georgeson Shareholder Communications Inc. at the following number:

GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street
10th Floor

New York, NY 10004
Toll Free: (866) 318-0501

Banks and Brokerage Firms, please call collect:
(212) 440-9800

To access more information about our solicitation on the World Wide Web, use the
following address:

www.proxymaterial.com/kruz/
_________________________

SOLICITATION EXPENSES

The members of the Committee may solicit consents by messenger, postal mail,
telephone, telefax, e-mail, and/or face-to-face communication. The members of
the Committee will receive no compensation for their solicitation of consents.
In addition, the Committee has retained Georgeson Shareholder Communications
Inc. to assist in the solicitation of the consents with respect to shares of the
Company's voting stock held of record by brokers, nominees and institutions and,
in certain cases, by other holders. Such solicitations may be made through the
use of mail, by telephone or by personal calls. The anticipated costs of
Georgeson's services will not exceed $100,000, plus out-of-pocket expenses.
Georgeson anticipates using between 35 and 50 people to assist in the
solicitation process.

The expense of preparing and mailing this and any other soliciting material and
the total expenditures relating to the solicitation of consents (including,
without limitation, costs, if any, related to the advertisement, printing,
attorneys' fees, consultants, public relations, transportation and litigation)
will initially be borne by the members of the Committee and Mr. Rafferty. The
Committee and Mr. Rafferty estimate that the total expenditures relating to the
solicitation of consents (including Georgeson) will be approximately $_________.
Total cash expenditure have been approximately $________ to date. THE COMMITTEE
BELIEVES THAT THIS CONSENT SOLICITATION TO REMOVE AND REPLACE MS. VITALE, IF
SUCCESSFUL, WILL ENHANCE THE VALUE OF THE COMPANY FOR ITS STOCKHOLDERS.
Therefore, the Committee presently intends to seek reimbursement from the
Company for the reasonable expenses in connection with this solicitation. We do
not anticipate that this matter will be submitted to a vote of security holders,
unless required by law.

FORWARD-LOOKING STATEMENTS

The Committee urges you to read this Consent Statement carefully. The views
expressed in this Consent Statement contain judgments, which are subjective in
nature and in certain cases forward-looking in nature. Forward-looking
statements by their nature contain estimates made without the benefit of actual
measurement. Such statements and estimates by their nature, involve risks,
uncertainties and assumptions. Forward-looking statements and estimates are
inherently speculative in nature and are not guarantees of actual measurements
or of future developments. Actual measurements and future developments may and
should be expected to differ materially from those expressed or implied by
estimates and forward-looking statements. The information contained in this
Consent Statement does not purport to be an appraisal of any

business or business unit or to necessarily reflect the prices at which any
business or business unit or any securities actually may be bought or sold.
The Committee has not discussed any specific plans or recourse if the Committee
is unsuccessful in obtaining a sufficient number of consents to remove Ms.
Vitale and elect Mr. Rafferty to the Board of Directors. Although it is possible
that all or part of the Committee may make subsequent attempts to remove Ms.
Vitale or any other current directors and elect the Committee's nominees to the
Board of Directors, the Committee has not discussed or considered such a plan.

REVOCABLE CONSENT

CONSENT SOLICITATION BY

THE COMMITTEE OF CONCERNED EUROPA STOCKHOLDERS

WITH RESPECT TO EUROPA CRUISES CORPORATION

Unless otherwise indicated below, the undersigned, a stockholder of
record of Europa Cruises Corporation (the "Company") as of the close of business
on _________, 2002 (the "Record Date"), hereby consents, pursuant to Section 228
of the Delaware General Corporation Law, with respect to the number of shares of
voting stock held by the undersigned, to the taking of the following actions
without a meeting of the stockholders of the Company:

Please mark your votes as /X/ as indicated in this example.

THE COMMITTEE OF CONCERNED EUROPA STOCKHOLDERS RECOMMENDS THAT YOU CONSENT TO
PROPOSALS ONE AND TWO. THE COMMITTEE ALSO RECOMMENDS THAT YOU REVOKE ANY PRIOR
WRITTEN CONSENTS TO REMOVE MR. DUBER FROM THE BOARD OF DIRECTORS BY CHECKING
THE BOX MARKED "REVOKE" BELOW. HOWEVER, IF YOU HAVE NOT PREVIOUSLY EXECUTED A
CONSENT, YOU SHOULD IGNORE PROPOSAL 3.

PROPOSAL 1: To remove Ms. Deborah Vitale, the current Chairman of the Board of
Directors.

CONSENT / / DOES NOT CONSENT / / ABSTAIN / /

PROPOSAL 2: To elect to the Board of Directors Mr. James Rafferty, to serve
until his successor has been duly elected and qualified.

CONSENT / / DOES NOT CONSENT / / ABSTAIN / /

PROPOSAL 3: To revoke any and all prior written consents that you may have
executed to remove and replace Mr. John Duber as a member of the Board of
Directors.

REVOKE / / WITHHOLD AUTHORITY TO REVOKE / /

(CONTINUED ON REVERSE SIDE)

CONSENT CARD

THE EFFECTIVENESS OF PROPOSALS ONE AND TWO ARE NOT CONDITIONED UPON THE
ADOPTION OF BOTH PROPOSALS.

IF YOU FAIL TO MARK A BOX FOR ANY PROPOSAL, THE UNDERSIGNED WILL BE DEEMED TO
CONSENT TO SUCH PROPOSAL.

IN ORDER FOR YOUR CONSENT TO BE VALID, IT SHOULD BE SIGNED, DATED AND MAILED
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED ABOVE, THE UNDERSIGNED
HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.

Dated
----------------------------------------------

Print Name
-----------------------------------------

Signature (s)
--------------------------------------

Authority
------------------------------------------

Please sign exactly as the name appears on the stock certificate or on the
attached label. If shares are held by joint tenants, both should sign. In case
of joint owners, each joint owner must sign. When signing as attorney, executor,
administrator, trustee, guardian, corporate officer, etc., please give full
title.