EXHIBIT 24(1)

              RESOLUTIONS OF THE BOARD OF DIRECTORS (THE "BOARD")
                         OF VIRTUAL COMMUNITIES, INC.,
                    A DELAWARE CORPORATION (THE "COMPANY"),
                TAKEN DURING A TELEPHONIC MEETING OF THE BOARD,
                               DECEMBER 18, 1999

     WHEREAS, the Company is required to prepare and file with the SEC an
amended Registration Statement on Form SB-2 with respect to the issuance of
shares of the Company's common stock upon exercise of certain existing warrants
of VCI.

     WHEREAS, the Company is required to prepare and file with the SEC a post-
effective amendment to its existing Registration Statement on Form SB-2 (SEC
File No. 333-17635) with respect to shares of its common stock and warrants
underlying its existing outstanding warrants, as set forth in such registration
statements.

     RESOLVED, that the filing with the SEC, pursuant to the Securities Act of
1933, on behalf of the Company of an amended prospectus (the "Amended SB-2
Prospectus") be, and hereby is, ratified and approved; and

     RESOLVED FURTHER, that the officers of the Company be, and each hereby is,
authorized and directed to cause amendments or supplements to the Amended SB-2
Prospectus to be filed with the SEC as the offer delivering the Amended SB-2
Prospectus may be deemed reasonable necessary or advisable upon the advise of
counsel; and

     RESOLVED FURTHER, that the execution and filing with the SEC, pursuant to
the Securities Act of 1933, as amended, on behalf of the Company of a
Registration Statement on Form SB-2 in connection with the issuance of the
Company's Common Stock on exercise of the VCI warrants defined therein, and a
post-effective amendment to the Company's existing registration statement on
Form SB-2 (collectively, the "SB-2 Registration Statements"), and containing the
SB-2 Prospectus, be, and hereby is, authorized and approved.

     RESOLVED FURTHER, that the signature of any officer or director of the
Company required by law to be affixed to the SB-2 Registration Statements and
any amendments or supplements thereto may be affixed by such officer or director
personally or by an attorney-in-fact duly appointed in writing by such officer
or director.

     RESOLVED FURTHER, that Avi Moskowitz, President and Chief Executive Officer
of the Company be, and hereby is, designated as agent for service, to be named
as such in the Registration Statements, authorized to receive notices and
communications from SEC in connection with the Registration Statements.

     RESOLVED FURTHER, that the officers of the Company be, and each of them
hereby is, authorized and directed to take any and such further actions, and
execute and deliver any and all such other documents and agreements, as they may
reasonably deem necessary or advisable in connection with, or as contemplated
by, the filing of the Amended SB-2 Prospectus and the Registration Statement,
including any amendments or supplements thereto.


     RESOLVED FURTHER, that the officers of the Company be, and each hereby is,
authorized and directed to take any and all such further actions, and execute,
deliver and file any and all other documents, agreements, papers and
instruments, as they may deem necessary, proper or advisable in connection with,
or as contemplated by the Registration Statement in order to carry into the
effect the purpose and intent of the foregoing resolutions and consummate the
transactions contemplated thereby.

     RESOLVED FURTHER, that any action taken by any of the officers of the
Company in furtherance of any of the foregoing resolutions prior to the date of
these resolutions, or to consummate the transactions contemplated thereby, be
and each of them hereby is, ratified and this Consent may be signed in
counterpart signature pages, each of which shall be deemed an original, but all
of which together shall be considered one and the same instrument.

Respectfully Submitted,

Avi Moskowitz,
President, Chief Executive Officer and Acting Secretary