EXHIBIT 1



                          CONSENT OF BOARD OF DIRECTORS
                           IN LIEU OF SPECIAL MEETING
                                       OF
                                 POKER.COM INC.

The undersigned, being all of the Board of Directors of Poker.com Inc. (the
"Company"), a Florida Corporation, in lieu of holding a directors special
meeting to consider the same, hereby adopt and approve the following corporate
resolutions and do hereby consent to the taking of the action therein set forth:

WHEREAS:

A.   The Board of Directors of the Company believe it is in the best interests
     of the Company to enter into an Asset Purchase & Assignment Agreement
     between the Company, its wholly owned subsidiary, Skill Poker.com Inc. and
     Blue Diamond International Capital Inc. of Switzerland for the acquisition
     of all certain inventions in connection with a patent application for a
     method of determining skill in a tournament setting and several internet
     domain names in connection with the same;

B.   Each of the directors of the Company has received a form of the Asset
     Purchase & Assignment Agreement.

RESOLVED THAT

1.   The entry by the Company into the Asset Purchaser & Assignment Agreement
     (the "Assignment Agreement") in the form circulated to the directors of the
     Company, with such additions, omissions, or amendments thereto as may be
     approved by any one of the directors of the Company (such approval to be
     conclusively evidenced by the signing thereof) be authorized, approved,
     ratified and confirmed;

2.   Any one director or officer of the Company is authorized and directed to
     execute and deliver the Assignment Agreement under seal or otherwise, with
     any such additions, omissions or amendments thereto, on behalf of the
     Company;

3.   That the Company, in consideration for the exchange of the assets acquired
     pursuant to the Assignment Agreement, is hereby authorized to issue and
     deliver 3,000,000 common shares in the capital stock of the Company
     pursuant to Regulation S of the Securities Act of 1933, as amended and
     pursuant to section 5.1 of Multilateral Instrument 45-103 of the British
     Columbia Securities Commission;

4.   That the consideration received or to be received by the Company for such
     shares is hereby deemed adequate and upon receipt of the stated
     consideration by the Company, such shares be considered fully paid and
     nonassessable;

Approval of Other Transactions and Filings Related to the Issuance of Common
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Shares
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5.   That  the  transactions  described  and  contemplated in and related to the
     Assignment  Agreement  and the issuance of the common shares of the Company
     as  set  forth  in  the  above  resolutions  hereby  are,  in  all respects
     authorized,  approved,  ratified  and  confirmed;

6.   That  any  director  or  officer is hereby authorized and empowered, any of
     them  acting alone, in the name of and on behalf of the Company, to procure
     any  authorizations or approvals or to do or cause to be done all such acts
     or  things and to sign and deliver or cause to be signed and delivered, all
     such  documents, including but not limited to, stock certificates, federal,
     state  and  provincial  securities  forms,  filings,  applications or other
     documents, with such amendments, additions and other modifications thereto,
     as  such  officer  may deem appropriate, which shall be deemed conclusively
     evidenced by the execution and delivery thereof, and to carry out and fully



     perform  the  terms and provisions of such documents in order to carry into
     effect  the  foregoing  resolutions  and  to  fully effect the transactions
     contemplated  in  such  resolutions.


Dated this 12th day of February 2003.




/s/ Keith Andrews                             /s/ Cecil Morris
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Keith Andrews, Director                       Cecil Morris, Director