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Applied Gaming To Merge With International Gaming Developer

15 February 2001

CALGARY, Alberta--(Press Release)--Feb. 15, 2001-- Applied Gaming Solutions of Canada Inc. (``AGC'') announced today that it has entered into a letter of intent contemplating the merger of AGC with CCA Companies Inc. (``CCA''), a full reporting NASD Bulletin Board company (OTCBB: RIPE) and a proven developer of international gaming sites with headquarters in Miami and offices in London, New York, and Suriname.

Pursuant to the terms of the letter of intent, it is proposed that CCA will acquire all the issued and outstanding shares of AGC. It is anticipated, based on the number of AGC common shares currently outstanding, that AGC shareholders will be entitled to receive approximately $1.35 CDN of CCA common shares for each share of AGC they hold.

The final number of CCA shares that each AGC shareholder will receive will be adjusted at the time of closing. The adjustment will be based on several factors including the trading price of CCA shares determined on the closing day prior to the date of the transaction, the prevailing market conditions and the total number of outstanding AGC shares.

This transaction contemplates a current equity value on AGC of approximately $45 million CDN.

In addition to the merger, the letter of intent also contemplates CCA effecting a reverse split of its common stock on the basis of one new share for each twenty common shares currently outstanding; and CCA raising a minimum of $3.0 million U.S. to fund the expansion of the on-line lottery program for the Ho Chi Minh City region. This expansion will include the introduction of the first ever on-line sports betting system in Vietnam. AGC was recently awarded the rights in Ho Chi Minh City following the successful implementation in Hanoi.

Consummation of the transaction is subject to a number of conditions, including: final due diligence by both parties, execution of a definitive merger agreement, shareholder approval, approval of the applicable Canadian and U.S. regulatory agencies and CCA successfully raising not less than U.S.$3 million to finance the Ho Chi Minh City expansion program.

This transaction is also subject to settlement of all outstanding issues with AGC's noteholders and major creditor.

It is anticipated that once a definitive agreement has been executed, a takeover bid circular in accordance with applicable securities rules and regulations will be distributed for AGC and CCA shareholder consideration.

Upon successful completion of the Transaction, it is proposed that David Aftergood, the current President of AGC will become Managing Director, President and CEO of the newly merged company to be called Emerging Market Solutions Inc. and Dallas Dempster, President and CEO of CCA will become Executive Chairman.

Furthermore, current CCA director James V. Stanton, the distinguished former Congressman from Ohio, has also agreed to remain on the board of directors of the newly merged entity. Both Mr. Dempster and Mr. Stanton have extensive backgrounds in property development including hotels, casino and resort gaming development. From 1985 to 1991, Mr. Dempster was founder and Chairman of one of Australia's largest resorts and casinos, Burswood Resort Complex.

Management of both companies believe that the gaming business expertise of CCA coupled with AGC's on-line lottery experience is an excellent strategic fit. This should provide the proposed merged entity, Emerging Market Solutions Inc., with a solid base to further expand its operations in the burgeoning regulated lottery and gaming business, thereby building a strong platform for future growth and enhanced shareholder value.

Recently, in March of 1999, CCA completed the development and opening, of a new casino in Suriname ( The Suriname casino is 50% owned by CCA and generated over $6.9 million U.S. in revenue for CCA in fiscal 1999.

CCA is currently negotiating the possible development and/or management of a number of other casino projects in developing nations through the companies very experienced officers and personnel. Information on CCA is available in its regulatory filings with the U.S. Securities Exchange Commission at:

CCA and AGC's directors believe this merger offers considerable value to shareholders of both companies and will more fully utilise the management skills and capabilities of both companies in developing the exceptional value in AGC's agreements with the government of Vietnam for the lottery and sports betting programs.

CCA is expects to close the financing for the Vietnam project and fulfil all other pre-conditions of the proposed merger within 90 days.

``We are excited about the proposed merger between our company and CCA, which specializes in casino and other gaming developments in newly industrializing countries,'' said AGC President and CEO David Aftergood.

Due to the agreement with CCA, the board of directors of AGC has determined that AGC will not proceed any further with the previously announced Trinity Capital financing. This proposal which was approved in principle by the AGC shareholders at the annual general meeting held on September 22, 2000, did not progress because, in the opinion of AGC, Trinity did not proceed as anticipated.

Applied Gaming Solutions of Canada Inc. is a global leader in the outsource management of online lotteries, e-gaming solutions and related professional services for delivery to a growing audience of international governments. Today, AGC leads the technical and marketing support activities for the on-line lottery system run by the Construction Lottery of the Capital-Hanoi in Vietnam.

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