EXHIBIT 2


                           MINUTES OF A MEETING OF THE
               BOARD OF DIRECTORS OF LEGALPLAY ENTERTAINMENT INC.
                     HELD ON THE 29th DAY OF DECEMBER, 2004

The following resolutions were passed by the Board of Directors of LEGALPLAY
ENTERTAINMENT INC. (the "Corporation") having been consented to and adopted in
writing by all the Directors of the Corporation as at December 29th 2004.

WHEREAS the undersigned are Directors of LEGALPLAY ENTERTAINMENT INC., a Florida
company, and they desire to take the action hereinafter set forth without a duly
called meeting of the Directors.

NOW  THEREFORE  the  undersigned  hereby adopts the following resolutions, which
shall  have  the same force and effect as if adopted at a duly called meeting of
the  Directors:

RESOLVED THAT:

     1.   The  Board of Directors accepts the resignation of Mr. Mark Glusing as
          President  and  director;

     2.   The  Board of Directors appoints Mr. Gregory Cathcart as a director of
          the  Corporation.  Mr. Cathcart has agreed, by written consent, to act
          as  a  director  of  the  Corporation;  and

     3.   The  Board  of Directors appoints Mr. Gregory Cathcart to the position
          of  President  of the Corporation. Mr. Cathcart has agreed, by written
          consent,  to  act  as  an  officer  of  the  Corporation.

     4.   The  Board  of  Directors  does  hereby  resolve  to  change  the bank
          account(s)  signing  officer(s)  to  the  sole  signatory  of  Gregory
          Cathcart.

     5.   The  Board  of  Directors  does  hereby  grant to Gregory Cathcart the
          authority  to  effect  the terms of the resolutions as set out herein.

EFFECTIVE this 29th day of December, 2004.



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



/s/ Gregory Cathcart
----------------------------------
Gregory Cathcart, Director



Accepted for filing in the Corporation's
records this 29th day of December, 2004.        /s/ Gregory Cathcart
                                              ----------------------------------
                                              Gregory Cathcart, President