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 director's 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
          interest of the Company to enter into an Master License Agreement
          between the Company, its wholly owned subsidiary, Skill Poker.com Inc.
          and Pokersoft Corporation A.V.V. of Curacao for the purpose of the
          exclusive development of the Skill Poker system based on Pokersoft's
          patent pending technology;

     B.   Each of the directors of the Company has received a form of the Master
          License Agreement.

RESOLVED THAT:

1.   The entry by the Company into the Master License Agreement (the
     "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 Agreement under seal or otherwise, with any such
     additions, omissions or amendments thereto, on behalf of the Company;

3.   That the Company is hereby authorized to pay Pokersoft an initial license
     fee of US$30,000 as stipulated in the Agreement;

4.   That the Company 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;

5.   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
     non-assessable;

Approval of Other Transactions and Filings Related to the Issuance of Common
- ----------------------------------------------------------------------------
Shares
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6.   That the transactions described and contemplated in and related to the
     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;



7.   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 31st day of March, 2003.



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









Accepted for filing in the Corporation's
records this 31st day of March, 2003.

                                 /s/ Keith Andrews
                                 -----------------------------
                                 Keith Andrews, Director