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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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Check the appropriate box:
/ / Preliminary Proxy Statement
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/X/ Definitive Proxy Statement
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/ / Soliciting Material Pursuant to Section 240.14a-12
</Table>

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

JAMES C. ILLIUS
PAUL J. DEMATTIA
JOHN R. DUBER
ROGER A. SMITH
- -----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</Table>

Payment of Filing Fee (Check the appropriate box):

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May 1, 2002

The Committee of Concerned Europa Stockholders
c/o James Illius
3791 Francis Drive
Rocky River, Ohio 44116

Dear Fellow Stockholder:

We have formed the Committee of Concerned Europa Stockholders (the
"Committee"), which includes John R. Duber and James C. Illius, two of the four
members of the Board of Directors of Europa Cruises Corporation (the "Company").
By now, you may have heard that Mr. Frank E. Williams, Jr., a stockholder of the
Company, has requested that stockholders remove Mr. John R. Duber from the Board
of Directors. There is currently a split in the Board of Directors, and together
Mr. Duber and Mr. Illius represent one-half of the Board. We are writing to you
in opposition to Mr. Williams's consent solicitation and to instead request your
support for the removal of Ms. Deborah Vitale from the Company's Board of
Directors. We support the replacement of Ms. Vitale with the Committee's
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 deluxe casino
entertainment complex, 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 May 1, 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 CONSENT THAT YOU MAY HAVE
EXECUTED TO REMOVE MR. JOHN DUBER AS A MEMBER OF THE BOARD OF DIRECTORS AND
REPLACE HIM WITH MR. FRANK E. WILLIAMS, JR., 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,
The Committee of Concerned Europa
Stockholders

James Illius
John Duber
Paul DeMattia
Roger Smith

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.
<Page>
CONSENT STATEMENT
OF
THE COMMITTEE OF 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, former director Paul
DeMattia and stockholder Roger Smith.

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 Mr. Duber as a director and replace him with
Mr. Williams 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. As more fully described in the section entitled "Reasons for This
Consent Solicitation," on page 6 of this Consent Statement, we have attempted to
present a proposal to develop the Diamondhead, Mississippi property to the Board
of Directors, but have met with resistance from current management. We believe
that Mr. Rafferty's proposal to develop a deluxe casino entertainment complex 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 deluxe casino
entertainment complex. For more information on Mr. Rafferty's business
experience, you should refer to the section entitled "The Committee's
Nominee--James Rafferty," on page 5 of this Consent Statement.

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

A: If Mr. Rafferty is elected and Ms. Vitale is removed from the Board of
Directors, we expect that Ms. Vitale 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 deluxe casino entertainment complex at the Diamondhead property.

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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
13 of this Consent Statement. Ms. Vitale would be removed "without cause."

Q: WHO CAN CONSENT TO THESE MATTERS?

A: Stockholders of record as of April 25, 2002 (the "Record Date") are entitled
to consent to these Proposals. Therefore, if you owned shares of the Company on
April 25, 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 and replace him, you can
revoke that consent by indicating your revocation on the enclosed WHITE consent
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. In
its most recent Annual Report on Form 10-KSB, the Company reported having
32,620,043 shares of common stock outstanding as of April 1, 2002. 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 17,223,023
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.
For example, for so long as there remains a vacancy on the Company's five-person
Board of Directors, Mr. Rafferty could be elected to the Board even if
Ms. Vitale is not removed. The Committee strongly recommends that you vote your
shares in FAVOR of both Proposals. The Committee also recommends that you revoke
any prior written consents that you may already have executed to remove
Mr. Duber as a director and replace him with Mr. Williams.

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

2
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Record Date in order to be effective. Accordingly, CONSENTS CANNOT BE SUBMITTED
LATER THAN JUNE 24, 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/.

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<Page>
INTRODUCTION

This Consent Statement and accompanying consent card are being furnished to
holders of the Company's outstanding shares of eligible 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 MR. JOHN DUBER AS A MEMBER OF THE BOARD OF
DIRECTORS AND REPLACE HIM WITH MR. FRANK E. WILLIAMS, JR., 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 May 1, 2002.

Approval of the Proposals requires the written consent of a majority of the
eligible voting stock as of April 25, 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 voting 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 issued and outstanding 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. According to the Company's Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 11, 2002, the Company reported
having the following voting securities issued and outstanding: 32,620,043 shares
of common stock, 926,000 shares of Series S Preferred Stock, and 900,000 shares
of Series S-NR Preferred Stock. Additionally, according to the Form 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 17,223,023 shares of the
Company's outstanding eligible voting securities on or before June 24, 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 24, 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 issued and
outstanding shares of the Company's eligible 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.

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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. He held various positions of authority with Harveys Casino Resorts for
the previous 13 years, and for the last five of those years served as Senior
Vice President of Corporate Marketing. 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. Additionally, Mr. Rafferty opened
the Showboat Hotel-Casino (Atlantic City) as Director of Personnel.
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.
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 30 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.

PAUL J. DEMATTIA. Mr. DeMattia served as a director of the Company from
February 1998 until September 2001. He is the President and founder of DeMattia
Cartage, Incorporated, which owns and operates various trucks and trailers for
specialized delivery service.

ROGER A. SMITH. Mr. Smith is a recently retired teacher who taught in the
Toledo, Ohio public school system for 30 years.

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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 by 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.

- 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.

- 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.

- 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.

- 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
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.

- 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.

- 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. Mr. Rafferty believes that these activities should
include, for example, hotel rooms and restaurants that are both integrated
in the casino complex and that are free-standing on the property, RV
facilities, a movie theatre, a free standing concert/special events
facility, and the right combination of retail and services for both trucks
and cars. 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.

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- Mr. Rafferty's plan envisions using a series of strategic alliances to
diffuse the Company's capital outlays on the project by enticing partners
with attractive land-lease opportunities to build out compatible
facilities such as hotels, restaurants, retail establishments and other
services. Mr. Rafferty believes such an approach would give the Company
leverage to focus on the design, construction, and management of the
casino complex. In Mr. Rafferty's opinion, the ability to forge these
strategic financial alliances is critical to the successful completion of
the Diamondhead project. We believe that Mr. Rafferty has the expertise
and contacts to forge these financial alliances.

- Based upon his previous experiences in "ground-up" casino projects,
Mr. Rafferty believes that it will take up to two years to break ground on
the Diamondhead property. During this period, the Company would need to
obtain an environmental impact study, develop a master plan and obtain the
required environmental licenses.

- 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.

- Other elements of the plan, in Mr. Rafferty's view, consist of
confidential trade secrets, which he hopes to present to the Board of
Directors once a suitable nondisclosure agreement can be negotiated.
Mr. Rafferty has undertaken an ongoing series of research studies and
analyses, including patron demographic and behavioral studies, patron
origin, player tracking and direct mail studies of area casinos, as well
as studies of casino amenities and regional business development. These
studies have not been publicly disclosed or presented to the Board of
Directors and are in the nature of preliminary business planning. Nor do
these studies predict future share or liquidation values.

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 development of 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

7
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operating a deluxe casino entertainment complex, the primary development goal of
the Diamondhead property.

In October 2001, Messrs. Illius and Duber held a preliminary meeting with
Mr. Rafferty to discuss possible development plans for the Diamondhead property.
In January 2002, Messrs. Illius and Duber again met with Mr. Rafferty to further
discuss the potential design and development of a waterfront casino resort on
the Diamondhead property. In late February and early March 2002, drafts of a
non-disclosure and indemnification agreement were negotiated by Ms. Vitale as
both President and legal counsel to the Company. Throughout the negotiations,
Mr. Rafferty insisted only on narrow indemnification or a covenant not to sue
against claims arising out of any proposal suggesting changes in the composition
of the Company's management team and a non-disclosure agreement to protect
confidential business information and trade secrets. After an exchange of
increasingly inflammatory letters concerning such drafts, negotiations finally
broke down past the point of redemption. Finally, and without consulting the
Board of Directors, Ms. Vitale refused to sign such agreement.

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.

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.

Paul Joseph DeMattia is a citizen of the United States. His residence
address is 4002 Pine Forest Drive, Parma, Ohio 44134. He is the President and
founder of DeMattia Cartage, Incorporated (6366 Eastland Road, Brook Park, Ohio
44142), which owns and operates various trucks and trailers for specialized
delivery service. DeMattia served on the Board of Directors of the Company from
February 1998 until September 2001.

Roger Alan Smith is a citizen of the United States. His residence address is
5837 Sylvan Green, Sylvania, Ohio 43560. He is a recently retired teacher who
taught in the Toledo, Ohio public school system for 30 years.

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.

8
<Page>
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 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 7,955,719 (including 400,000 of Mr. Illius's
options, 400,000 of Mr. DeMattia's options, 450,000 of Mr. Duber's options, and
3,420,455 shares held by the ESOP, of which Mr. Duber is co-trustee). Neither
Mr. Rafferty nor the Committee members hold shares of preferred stock 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 Company's
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. 3,447,208 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
Company's 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 has not purchased
or sold any of the Company's common stock in the last two years.

Mr. DeMattia acquired 91,500 shares of Company's common stock with personal
funds for the approximate price of $94,000. 90,000 of those shares are held
jointly with his spouse. Mr. DeMattia beneficially owns 491,500 shares of
Company's common stock, including 400,000 shares underlying stock options, which
constitute 1.5% 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. All of Mr. DeMattia's shares are held in
brokerage accounts. See the following table for Mr. DeMattia's purchases and
sales of the Company's common stock in the last two years.

Mr. Smith acquired 485,400 shares of the Company's common stock with
personal funds for the approximate price of $200,000. All of such shares are
held in brokerage accounts. See the following table for Mr. Smith's purchases
and sales of the Company's common stock in the last two years.

As of the date of this filing, Mr. Rafferty does not beneficially own 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.

Each member of the Committee disclaims beneficial ownership of the shares of
the Company's common stock reported hereunder as beneficially owned by another
member of the Committee.

9
<Page>
Over the past two years, the following Committee members have purchased or
sold the Company's common stock in the following quantities:

<Table>
<Caption>
NAME TRANSACTION DATE NUMBER OF SHARES PURCHASED/SOLD PER SHARE PRICE
- ---- ---------------- ---------------- -------------- ---------------

Smith.......................... 10/23/00 40,000 Purchased $ 0.17
10/24/00 20,000 Purchased $ 0.17
10/26/00 15,000 Purchased $ 0.193
10/30/00 20,000 Purchased $ 0.20
10/31/00 10,000 Purchased $ 0.20
11/03/00 5,000 Purchased $ 0.20
11/21/00 15,000 Purchased $ 0.21
11/22/00 15,000 Purchased $ 0.21
12/28/00 10,000 Purchased $ 0.185
12/28/00 10,000 Purchased $ 0.185
05/03/01 5,000 Sold $ 1.01
08/01/01 3,200 Purchased $ 0.62
08/17/01 2,000 Sold $ 0.68
08/17/01 8,000 Sold $ 0.68
09/10/01 10,000 Purchased $ 0.63
01/09/02 8,000 Sold $ 0.858
01/09/02 5,000 Sold $ 0.858
01/09/02 11,500 Sold $ 0.858
01/09/02 3,800 Sold $ 0.858
01/14/02 1,500 Sold $ 0.82
01/14/02 3,500 Sold $ 0.82
01/16/02 5,000 Purchased $ 0.80
01/24/02 2,500 Purchased $ 0.81
01/24/02 2,500 Purchased $ 0.80
01/24/02 2,500 Purchased $ 0.81
01/25/02 9,100 Purchased $ 0.81
04/02/02 3,350 Purchased $ 1.02

DeMattia....................... 10/16/00 5,000 Purchased $ 0.19
10/16/00 15,000 Purchased $ 0.21
04/02/02 5,000 Sold $ 1.01
04/02/02 2,500 Sold $ 1.00
04/05/02 5,000 Sold $ 1.03
04/08/02 5,000 Sold $ 1.02
</Table>

10
<Page>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, to the Committee's knowledge, and based on
the Company's Annual Report on Form 10-KSB filed with the SEC 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.

<Table>
<Caption>
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 15 900,000 S-NR Preferred 100%
A-9010 Klagenfurt, AUSTRIA 926,000 S Preferred 100%

AUSTROINVEST INTERNATIONAL LIMITED (7).... 924,334 Common 2.50% 7.10%
P.O. Box 15 900,000 S-NR Preferred 100%
A-9010 Klagenfurt, AUSTRIA 926,000 S Preferred 100%

ERNST G. WALTER (7)....................... 924,334 Common 2.50% 7.10%
14700 Gulf Blvd., Apt. 401 900,000 S-NR Preferred 100%
Madeira Beach, FL 33708 926,000 S Preferred 100%

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

11
<Page>

THE COMMITTEE OF CONCERNED EUROPA
STOCKHOLDERS (8).......................... 7,955,719 Common 24.4% 23.1%
c/o James C. Illius
3791 Francis Drive
Rocky River, OH 44116

FRANK E. WILLIAMS, JR. (9)................ 6,999,865 Common 21.5% 20.3%
2789-B Hartland Road
Falls Church, VA 22043
</Table>

- ------------------------

(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 18, 2002.

(9) Based on the Schedule 13D filed with the Securities and Exchange Commission
on April 19, 2002.

12
<Page>
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 cause, 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 having custody of the books
in which proceedings of meetings of the stockholders are recorded. On April 25,
2002, Mr. Illius delivered a signed written consent to the Company's registered
agent setting forth and consenting to the Proposals which, pursuant to
Section 213(b) of the DCGL, fixes April 25, 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 24, 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.

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.

13
<Page>
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 and
replace him with Mr. Williams 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 WHITE consent card in opposition to an
earlier properly completed WHITE consent card 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/

14
<Page>
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 $400,000.
Total cash expenditures have been approximately $80,000 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.

15
<Page>

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 April 25, 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 AND REPLACE HIM
WITH MR. WILLIAMS BY CHECKING THE BOX MARKED "REVOKE" BELOW.

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 Mr. John Duber as a member of the Board of Directors and
replace him with Mr. Frank E. Williams, Jr. IF YOU HAVE NOT PREVIOUSLY EXECUTED
A CONSENT, YOU SHOULD IGNORE THIS PROPOSAL 3.

REVOKE / / DOES NOT REVOKE / /

(CONTINUED ON REVERSE SIDE)

<Page>

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 PROPOSAL 1 OR PROPOSAL 2, THE UNDERSIGNED WILL BE
DEEMED TO CONSENT TO SUCH PROPOSAL.

IF YOU FAIL TO MARK A BOX FOR PROPOSAL 3, THE UNDERSIGNED WILL BE DEEMED TO
REVOKE ANY AND ALL PRIOR WRITTEN CONSENTS THE UNDERSIGNED MAY HAVE EXECUTED TO
REMOVE MR. JOHN DUBER AS A MEMBER OF THE BOARD OF DIRECTORS AND REPLACE HIM WITH
MR. FRANK E. WILLIAMS, JR.

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

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.