ASSET PURCHASE  AGREEMENT  entered into as of December 31, 1999, by and
among   Casino   Resource   Corporation,   a  Minnesota   corporation   ("CRC"),
BounceBackMedia.com,  Inc., a Nevada  corporation and wholly owned subsidiary of
CRC ("Buyer"),  Digital  Development & Distribution,  LLC, a California  limited
liability company dba Raw Data Corp. ("Seller"),  and Roger Birks, an individual
residing in the State of California (hereinafter referred to by his last name or
collectively  with  Seller as the  "Sellers").  The  Sellers,  Buyer and CRC may
referred to collectively herein as the "Parties" or individually as a "Party."

                                   BACKGROUND

         Birks is the sole Manager and the holder of a 67%  membership  interest
in Seller.

         CRC desires to acquire  indirectly  substantially  all of the assets of
Seller,  and Sellers  desire to sell  substantially  all of  Seller's  assets to
Buyer, on and subject to the terms set forth below.

         Neither  CRC nor  Buyer  shall  assume  any of the  liabilities  of the
Sellers.

         Now,  therefore,  in  consideration  of the  premises  and  the  mutual
promises herein made, and in consideration of the  representations,  warranties,
and covenants herein contained, the Parties agree as follows.

1.       Definitions.

         "Acquired Assets" means all right, title, and interest in and to all of
the assets of the Seller,  including all of its (A) tangible  personal  property
(such as  machinery,  equipment,  inventories  of raw  materials  and  supplies,
manufactured  and  purchased  parts,   goods  in  process  and  finished  goods,
furniture,  automobiles, trucks, tractors, trailers, tools, jigs, and dies), (B)
Intellectual Property,  goodwill associated therewith,  licenses and sublicenses
granted and  obtained  with respect  thereto,  and rights  thereunder,  remedies
against past, present and future infringements thereof, and rights to protection
of  interests  therein  under  the laws of all  jurisdictions,  (C)  agreements,
contracts, indentures,  mortgages,  instruments, Security Interests, guaranties,
other similar  arrangements,  and rights  thereunder,  (D) accounts,  notes, and
other receivables, (E) securities, (F) claims, deposits,  prepayments,  refunds,
causes of action, choses in action,  rights of recovery,  rights of set off, and
rights of recoupment (including any such item relating to the payment of taxes),
(G)   franchises,   approvals,   permits,   licenses,   orders,   registrations,
certificates,  variances,  and similar  rights  obtained  from  governments  and
governmental  agencies,  and (H)  books,  records,  ledgers,  files,  documents,
correspondence, lists, plats, architectural plans, drawings, and specifications,
creative materials, advertising and promotional materials, studies, reports, and
other printed or written materials;  provided, however, that the Acquired Assets
shall  not  include  (i)  the  articles  of  organization,  taxpayer  and  other
identification numbers, seals, minute books, and other documents relating to the
organization,  maintenance,  and existence of the Seller as a limited  liability
company;  (ii) any of the rights of the Sellers  under this  Agreement (or under
any side  agreement  between  the  Sellers  on the one hand and the Buyer on the
other  hand  entered  into on or after  the date of this  Agreement);  (iii) any
leases for real estate or any other leases to which the Sellers are a party;  or
(iv) cash and cash equivalents in Seller's checking account at the Closing.

         "Adverse Consequences" means all actions, suits, proceedings, hearings,
investigations,  charges, complaints,  claims, demands, injunctions,  judgments,
orders,  decrees,  rulings,  damages, dues, penalties,  fines, costs, reasonable
amounts paid in settlement,  liabilities,  obligations,  taxes,


<PAGE>

liens,  losses,  expenses,  and  fees,  including  court  costs  and  reasonable
attorneys' fees and expenses.

         "Birks" has the meaning set forth in the preface above.

         "Buyer" has the meaning set forth in the preface above.

         "Buyer Shares" has the meaning set forth in Section 2.2 below.

         "Closing" has the meaning set forth in Section 2.3 below.

         "Closing Date" has the meaning set forth in Section 2.3 below.

         "Confidential   Information"  means  any  information   concerning  the
businesses  and  affairs  of CRC or the  Buyer  that  is not  already  generally
available to the public.

         "Financial Statement" has the meaning set forth in Section 3.6 below.

         "Income Tax" means any federal,  state,  local,  or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or not.

         "Income Tax Return" means any return,  declaration,  report,  claim for
refund, or information return or statement  relating to Income Taxes,  including
any schedule or attachment thereto, and including any amendment thereof.

         "Intellectual Property" means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
reissuances,  continuations,  continuations-in-part,  revisions, extensions, and
reexaminations thereof, (b) all domain names,  trademarks,  service marks, trade
dress, logos, trade names, and corporate names,  together with all translations,
adaptations,  derivations,  and combinations  thereof and including all goodwill
associated  therewith,  and all  applications,  registrations,  and  renewals in
connection  therewith,  (c) all  copyrightable  works,  all copyrights,  and all
applications,  registrations, and renewals in connection therewith, (d) all mask
works and all applications, registrations, and renewals in connection therewith,
(e) all trade secrets and confidential  business  information  (including ideas,
research and development,  know-how, formulas,  compositions,  manufacturing and
production  processes  and  techniques,   technical  data,  designs,   drawings,
specifications,  customer and supplier lists, pricing and cost information,  and
business  and  marketing  plans  and  proposals),   (f)  all  computer  software
(including data and related  documentation),  (g) all other proprietary  rights,
including without  limitation the right to sue for past  infringements,  and (h)
all copies and tangible embodiments thereof (in whatever form or medium).

         "Knowledge"   means  actual   knowledge  or  knowledge  that  could  be
reasonably imputed to the persons who own and actively manage Seller's business.

         "Ordinary  Course of Business"  means the  ordinary  course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

         "Party" has the meaning set forth in the preface above.

         "Person" means an individual, a partnership,  a corporation,  a limited
liability  company,  an  association,  a joint stock  company,  a trust, a joint
venture,  an  unincorporated  organization,  or a  governmental  entity  (or any
department, agency, or political subdivision thereof).

                                       2
<PAGE>
         "Positive  Cash  Flow"  means  the  excess  of cash  receipts  during a
calendar quarter over cash  expenditures  during such calendar  quarter,  net of
reserves for cash  expenditures  reasonably  foreseeable for the forty-five days
following the end of such calendar quarter and for amortization of debt.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Security  Interest"  means any mortgage,  pledge,  lien,  encumbrance,
charge, or other security interest.

         "Seller(s)" has the meaning set forth in the preface above.

2.       Basic Transaction.

     2.1 Purchase and Sale of Assets. On and subject to the terms and conditions
of this Agreement,  the Buyer agrees to purchase from the Seller, and the Seller
agrees to sell, transfer,  convey, and deliver to the Buyer, all of the Acquired
Assets at the Closing for the consideration specified below in this Section 2.

     2.2  Consideration.  On and  subject  to the terms and  conditions  of this
Agreement,  the Buyer  agrees to, at the Closing,  (i) pay to Seller  $85,000 in
cash; (ii) deliver to Seller Buyer's  promissory note in the principal amount of
$65,000  in the form  attached  hereto as  Exhibit  A;  (iii)  issue,  after the
Closing,  in the manner and  subject  to the terms and  conditions  set forth in
Section 5.7 below, an aggregate of 1,000 shares of the Buyer's common stock (the
"Buyer  Shares")  to the  persons  and in the  amounts  set forth in Section 5.7
below.  Neither the Buyer nor CRC shall assume or have any  responsibility  with
respect to any obligation or liability of the Sellers.

     2.3 The  Closing.  The  closing of the  transactions  contemplated  by this
Agreement (the  "Closing")  shall take place at such place and on such date (the
"Closing Date") as the parties shall mutually  agree,  provided that the Closing
Date shall not be later than December 31, 1999.

     2.4  Deliveries at the Closing.  At the Closing,  (i) Birks and Buyer shall
execute and deliver  the  Employment  Agreement  between  Birks and Buyer;  (ii)
Seller will  execute  and  deliver to Buyer a Bill of Sale in the form  attached
hereto as Exhibit B; and (iii) Buyer will  execute and deliver to the Seller its
promissory note in the form attached hereto as Exhibit A.

     2.5 Conditions to the Closing.  The Parties'  obligations to close shall be
conditioned upon the satisfaction or waiver of the following conditions prior to
the close:

               (i)  Birks and Buyer shall have executed an employment  agreement
                    in form satisfactory to Birks and Buyer.

               (ii) Each of the members of Seller shall have approved the Seller
                    and Birks entering into this Agreement and the  transactions
                    described in this Agreement,  and the sale of Frank Turner's
                    membership interest to Birks.

               (iii)The  Bertolucci  Family Trust shall have  executed a release
                    of all claims to equity in Seller, Buyer and/or CRC.

               (iv) Each of the members of Seller  shall have  executed a waiver
                    of conflict of interest for Emory  Wishon to  represent  the
                    Seller,  Birks  and  each  of  the  other  members  in  this
                    transaction  or the members shall have waived their right to
                    counsel or have obtained  separate  counsel which shall have
                    approved the form of these agreements.




                                       3
<PAGE>

3.  Representations and Warranties of the Sellers.  Each of the Seller and Birks
represents  and  warrants  to the Buyer that the  statements  contained  in this
Section 3 are correct and complete as of the Closing  Date,  except as set forth
in  the  disclosure  schedule   accompanying  this  Agreement  (the  "Disclosure
Schedule").  The Disclosure Schedule will be arranged in sections  corresponding
to the lettered and numbered sections contained in this Section 3.

     3.1 Organization and  Capitalization of the Seller. The Seller is a limited
liability company duly organized,  validly existing,  and in good standing under
the laws of California.  All of the issued and outstanding  membership interests
of the  Seller  are held of record by the  following  persons  in the  following
amounts: (i) Birks holds a 67.0% membership interest;  (ii) Frank Turner holds a
20.0% membership  interest;  (iii) Allen Green holds a 8.0% membership interest;
(iv) Candy Gilbert holds a 2.5% membership  interest;  and (v) Shawn  McGlothlin
holds a 2.5% membership interest.  Immediately prior to the Closing,  Birks will
purchase the entire 20.0% membership  interest held by Frank Turner. As a result
of such purchase, at the Closing, Birks will hold a 87.0% membership interest in
Seller.  There are no  outstanding  or authorized  options,  warrants,  purchase
rights,  subscription  rights,  conversion  rights,  exchange  rights,  or other
contracts  or  commitments  that could  require  the Seller to issue,  sell,  or
otherwise cause to become outstanding any of its membership interests. There are
no voting trusts, proxies, or other agreements or understandings with respect to
the voting of the membership interests of the Seller.

     3.2  Authorization of Transaction.  The Seller has full power and authority
(including  full  corporate  power and  authority)  to execute and deliver  this
Agreement and to perform its obligations  hereunder.  This Agreement constitutes
the valid and legally binding  obligation of both Seller and Birks,  enforceable
in accordance with its terms and conditions.

     3.3  Noncontravention.  Neither  the  execution  and the  delivery  of this
Agreement,  nor  the  consummation  of  the  transactions   contemplated  hereby
(including the assignments referred to in Section 2 above), will (i) violate any
constitution,  statute, regulation,  rule, injunction,  judgment, order, decree,
ruling, charge, or other restriction of any government,  governmental agency, or
court to which Sellers are subject or any  provision of the operating  agreement
of the Seller or (ii) conflict with, result in a breach of, constitute a default
under,  result  in the  acceleration  of,  create  in any  party  the  right  to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
the  Sellers  are a party or by which they are bound or to which any of Seller's
assets is subject (or result in the imposition of any Security Interest upon any
of  its  assets),  except  where  the  violation,   conflict,  breach,  default,
acceleration,  termination, modification,  cancellation, failure to give notice,
or  Security  Interest  would not have a  material  adverse  effect on  Seller's
business  or  assets  or on  the  ability  of  the  Parties  to  consummate  the
transactions contemplated by this Agreement. The Seller need not give any notice
to, make any filing with, or obtain any authorization,  consent,  or approval of
any government or governmental agency in order for the Parties to consummate the
transactions  contemplated by this Agreement (including the assignments referred
to in Section 2 above),  except where the failure to give notice, to file, or to
obtain any authorization, consent, or approval would not have a material adverse
effect on  Seller's  business  or assets or on the  ability  of the  Parties  to
consummate the transactions contemplated by this Agreement.


                                       4
<PAGE>
     3.4 Brokers'  Fees.  The Sellers have no liability or obligation to pay any
fees or  commissions  to any  broker,  finder,  or  agent  with  respect  to the
transactions  contemplated  by this  Agreement  for which the Buyer could become
liable or obligated.

     3.5 Title to  Assets.  The Seller  has good and  marketable  title to, or a
valid  leasehold  interest in, the  properties and assets used by it, located on
its premises,  or shown in the Financial  Statements or acquired  after the date
thereof,  free and clear of all Security  Interests,  except for  properties and
assets  disposed of in the  Ordinary  Course of  Business  since the date of the
Financial  Statements.  Without  limiting the generality of the  foregoing,  the
Seller has good and  marketable  title to all of the Acquired  Assets,  free and
clear of any Security Interest or restriction on transfer.

     3.6  Financial  Statements.  Attached  hereto as Exhibit C are the  balance
sheet and statement of income for the Seller as of and for the period  beginning
February 1, 1999 and ending  December  17,  1999  (collectively  the  "Financial
Statements").  The  Financial  Statements  (including  the  notes  thereto)  are
auditable and present  fairly the  financial  condition of the Seller as of such
date and the results of operations of the Seller for such period.

     3.7  Events  Subsequent  to the  Date of the  Financial  Statements.  Since
December  17,  1999,  there  has not been any  material  adverse  change  in the
business,  financial  condition,  operations,  results of operations,  or future
prospects of the Seller. Without limiting the generality of the foregoing, since
that date:

         3.7.1  Seller  has not  sold,  leased,  transferred,  or  assigned  any
material  assets,  tangible  or  intangible,  outside  the  Ordinary  Course  of
Business;

         3.7.2  Seller has not entered into any  material  agreement,  contract,
lease, or license outside the Ordinary Course of Business;

         3.7.3 no party  (including  Seller) has accelerated,  terminated,  made
material modifications to, or canceled any material agreement,  contract, lease,
or license to which the Seller is a party or by which it is bound;

         3.7.4  Seller has not imposed  any  Security  Interest  upon any of its
assets, tangible or intangible;

         3.7.5 Seller has not made any material capital expenditures outside the
Ordinary Course of Business;

         3.7.6 Seller has not made any material  capital  investment  in, or any
material loan to, any other Person outside the Ordinary Course of Business;

         3.7.7 Seller has not created,  incurred,  assumed,  or guaranteed  more
than $5,000 in aggregate  indebtedness for borrowed money and capitalized  lease
obligations;

         3.7.8 Seller has not granted any license or  sublicense of any material
rights under or with respect to any Intellectual Property;

         3.7.9 there has been no change made or  authorized  in the  articles of
organization or the operating agreement of Seller;

         3.7.10 Seller has not issued, sold, or otherwise disposed of any of its
membership  interests,  or granted any  options,  warrants,  or other  rights to
purchase or obtain (including upon conversion, exchange, or exercise) any of its
membership interests;


                                       5
<PAGE>

         3.7.11 Seller has not declared, set aside, or paid any dividend or made
any distribution with respect to its membership interests (whether in cash or in
kind) or  redeemed,  purchased,  or  otherwise  acquired  any of its  membership
interests;

         3.7.12 Seller has not experienced any material damage,  destruction, or
loss (whether or not covered by insurance) to its property;

         3.7.13  Seller  has not made any loan to,  or  entered  into any  other
transaction with, any of its members, managers,  officers, and employees outside
the Ordinary Course of Business;

         3.7.14 Seller has not entered into any employment contract,  written or
oral, or modified the terms of any existing such contract;

         3.7.15 Seller has not granted any increase in the base  compensation of
any of its  members,  managers,  officers,  and  employees  outside the Ordinary
Course of Business;

         3.7.16 Seller has not adopted,  amended,  modified,  or terminated  any
bonus,  profit-sharing,  incentive,  severance,  or  other  plan,  contract,  or
commitment  for the  benefit  of any of its  members,  managers,  officers,  and
employees;

         3.7.17 the Seller has not made any other material  change in employment
terms for any of its members,  managers,  officers,  and  employees  outside the
Ordinary Course of Business; and

         3.7.18 Seller has not committed to any of the foregoing.

     3.8  Undisclosed  Liabilities.  Seller has no material  liability  (whether
known  or  unknown,   whether  asserted  or  unasserted,   whether  absolute  or
contingent,  whether accrued or unaccrued,  whether  liquidated or unliquidated,
and whether due or to become due, including any liability for taxes), except for
(i) liabilities set forth on the face of the Financial  Statements  (rather than
in any notes thereto) and (ii) liabilities  which have arisen after the dated of
the Financial Statements in the Ordinary Course of Business.

     3.9 Legal Compliance.  To Seller's Knowledge,  Seller has complied with all
applicable  laws (including  rules,  regulations,  codes and plans).  Seller has
complied with all applicable injunctions,  judgments,  orders, decrees, rulings,
and charges thereunder of federal,  state,  local, and foreign  governments (and
all agencies thereof), and no action, suit, proceeding,  hearing, investigation,
charge, complaint,  claim, demand, or notice has been filed or commenced against
any of them  alleging  any  failure so to comply,  except  where the  failure to
comply would not have a material adverse effect on Seller's business or assets.

     3.10 Real Property. The Seller neither owns nor leases any real property.

     3.11 Intellectual Property.

         3.11.1 To Seller's Knowledge, Seller has not interfered with, infringed
upon, misappropriated,  or violated any material Intellectual Property rights of
third parties in any material respect. None of the members, managers or officers
of the Seller has ever received any charge, complaint,  claim, demand, or notice
alleging any such  interference,  infringement,  misappropriation,  or violation
(including  any claim  that  Seller  must  license  or  refrain  from  using any
Intellectual Property rights of any third party). To the Knowledge of any of the
members,  managers,  officers or  employees  of the  Seller,  no third party has
interfered  with,  infringed  upon,


                                       6
<PAGE>

misappropriated,  or violated any material  Intellectual  Property rights of the
Seller in any material respect.

         3.11.2 Section 3.11.2 of the Disclosure Schedule identifies each patent
or  registration  which has been issued to the Seller with respect to any of its
Intellectual Property, identifies each pending patent application or application
for  registration  which  the  Seller  has  made  with  respect  to  any  of its
Intellectual Property, and identifies each material license, agreement, or other
permission  which the Seller has granted to any third party with  respect to any
of its  Intellectual  Property  (together with any  exceptions).  The Seller has
delivered  to the  Buyer  correct  and  complete  copies  of all  such  patents,
registrations,  applications,  licenses, agreements, and permissions (as amended
to date).  Section  3.11.2  of the  Disclosure  Schedule  also  identifies  each
material trade name or  unregistered  trademark used by the Seller in connection
with any of its businesses.  With respect to each item of Intellectual  Property
required to be identified in Section 3.11.2 of the Disclosure Schedule:

              3.11.2.1 the Seller  possesses all right,  title,  and interest in
and to the item,  free and clear of any  Security  Interest,  license,  or other
restriction;

              3.11.2.2  the item is not subject to any  outstanding  injunction,
judgment, order, decree, ruling, or charge;

              3.11.2.3  no action,  suit,  proceeding,  hearing,  investigation,
charge,  complaint,  claim,  or demand is pending or, to the Knowledge of any of
the members, managers,  officers or employees of the Seller, is threatened which
challenges  the  legality,  validity,  enforceability,  use, or ownership of the
item; and

              3.11.2.4 the Seller has never  agreed to indemnify  any Person for
or against any interference,  infringement,  misappropriation, or other conflict
with respect to the item.

         3.11.3  Section  3.11.3  of the  Disclosure  Schedule  identifies  each
material  item of  Intellectual  Property that any third party owns and that the
Seller uses  pursuant to license,  sublicense,  agreement,  or  permission.  The
Seller  has  delivered  to the Buyer  correct  and  complete  copies of all such
licenses,  sublicenses,  agreements,  and permissions (as amended to date). With
respect  to  each  such  item  of  used  Intellectual  Property  required  to be
identified in Section 3.11.3 of the Disclosure Schedule:

              3.11.3.1  the  license,   sublicense,   agreement,  or  permission
covering the item is legal, valid, binding,  enforceable,  and in full force and
effect in all material respects;

              3.11.3.2  no  party  to the  license,  sublicense,  agreement,  or
permission  is in material  breach or default,  and no event has occurred  which
with notice or lapse of time would  constitute  a material  breach or default or
permit termination, modification, or acceleration thereunder;

              3.11.3.3  no  party  to the  license,  sublicense,  agreement,  or
permission has repudiated any material provision thereof; and

              3.11.3.4  the Seller has not  granted  any  sublicense  or similar
right with respect to the license, sublicense, agreement, or permission.

         3.12 Tangible  Assets.  The  machinery,  equipment,  and other tangible
assets that the Seller owns and leases are free from  material  defects  (patent
and latent),  have been maintained in


                                       7
<PAGE>
accordance with normal industry  practice,  and are in good operating  condition
and repair (subject to normal wear and tear).

     3.13 Contracts. Section 3.13 of the Disclosure Schedule lists the following
contracts and other agreements to which the Seller is a party:

         3.13.1 any agreement (or group of related  agreements) for the lease of
personal property to or from any Person;

         3.13.2 any agreement (or group of related  agreements) for the purchase
or sale of supplies, products, or other personal property, or for the furnishing
or receipt of services;

         3.13.3 any agreement concerning a partnership or joint venture;

         3.13.4 any  agreement (or group of related  agreements)  under which it
has created,  incurred,  assumed,  or guaranteed any  indebtedness  for borrowed
money, or any capitalized lease obligation;

         3.13.5 any agreement concerning confidentiality or noncompetition;

         3.13.6 any agreement  involving any of the Seller's members or managers
or their affiliates (other than the Seller);

         3.13.7  any  profit  sharing,  stock  option,  stock  purchase,   stock
appreciation,  deferred  compensation,  severance,  or  other  material  plan or
arrangement  for the benefit of Seller's  current or former  members,  managers,
officers, and employees;

         3.13.8 any agreement  for the  employment of any Person on a full-time,
part-time, consulting, or other basis;

         3.13.9 any  agreement  under which it has advanced or loaned any amount
to any of its directors, officers, and employees; or

         3.13.10  any other  agreement  (or  group of  related  agreements)  the
performance of which involves consideration in excess of $5,000.

The  Seller  has  delivered  to the Buyer a correct  and  complete  copy of each
written agreement listed in Section 3.13 of the Disclosure  Schedule (as amended
to date) and a written  summary  setting forth the material terms and conditions
of each oral agreement  referred to in Section 3.13 of the Disclosure  Schedule.
With respect to each such agreement: (A) the agreement is legal, valid, binding,
enforceable, and in full force and effect in all material respects; (B) no party
is in material breach or default, and no event has occurred which with notice or
lapse  of time  would  constitute  a  material  breach  or  default,  or  permit
termination,  modification,  or  acceleration,  under the agreement;  and (C) no
party has repudiated any material provision of the agreement.

         3.14  Litigation.  Section 3.14 of the  Disclosure  Schedule sets forth
each  instance  in which  Seller (i) is subject to any  outstanding  injunction,
judgment,  order,  decree,  ruling,  or  charge  or (ii) is a party  or,  to the
Knowledge of any of the members, managers,  officers or employees of the Seller,
is threatened to be made a party to any action,  suit,  proceeding,  hearing, or
investigation  of, in, or before any court or  quasi-judicial  or administrative
agency of any  federal,  state,  local,  or foreign  jurisdiction  or before any
arbitrator.

         3.15 Product Warranty.  Substantially all of the products manufactured,
sold,  leased,  and  delivered  by the Seller  have  conformed  in all  material
respects with all applicable contractual


                                       8
<PAGE>
commitments and all express and implied warranties, and of the Seller has no any
material  liability  (whether known or unknown,  whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether liquidated
or  unliquidated,  and whether due or to become due) for  replacement  or repair
thereof  or other  damages in  connection  therewith.  Substantially  all of the
products manufactured, sold, and delivered by the Seller are subject to standard
terms and conditions of sale.  Section 4.15 of the Disclosure  Schedule includes
copies of the standard terms and  conditions of sale for the Seller  (containing
applicable guaranty, warranty, and indemnity provisions).

     3.16 Guaranties.  Seller is not a guarantor or otherwise is responsible for
any liability or obligation (including indebtedness) of any other Person.

     3.17 All Assets Necessary to Conduct Business. The Acquired Assets comprise
all of the assets, properties and rights of every type and description, tangible
and intangible,  used by the Seller in, and, in the reasonable opinion of Birks,
necessary to, the conduct of the Seller's business as currently conducted and as
proposed by Birks to be conducted.  No member,  manager,  officer or employee of
the Seller owns any material asset, tangible or intangible, which is used in the
business of the Seller.

     3.18  Investment.  Each of Seller and Birks (i) understands  that the Buyer
Shares have not been, and will not be,  registered  under the Securities Act, or
under any state securities laws, and are being offered and sold in reliance upon
federal and state exemptions for transactions not involving any public offering,
and that the  certificate(s)  evidencing  the Buyer  Shares  will  therefore  be
imprinted with restrictive  legends,  (ii) is acquiring the Buyer Shares (in the
case of Birks,  acquiring the Buyer Shares pursuant to a possible liquidation of
the Seller  subsequent  to the  Closing)  solely for its or his own  account for
investment purposes, and not with a view to the distribution thereof, (iii) is a
sophisticated  investor with  knowledge and experience in business and financial
matters, (iv) has received certain information  concerning the Buyer and has had
the opportunity to obtain additional information as desired in order to evaluate
the merits and the risks  inherent in holding the Buyer  Shares,  (v) is able to
bear the  economic  risk and lack of  liquidity  inherent  in holding  the Buyer
Shares, and (vi) is an "accredited investor" as that term is defined in Rule 501
promulgated under the Securities Act.

     3.19  Disclosure.  The  representations  and  warranties  contained in this
Section 3 do not  contain  any untrue  statement  of a material  fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information contained in this Section 3 not misleading.

4.  Representations  and  Warranties  of the  Buyer.  The Buyer  represents  and
warrants to the Sellers  that the  statements  contained  in this  Section 4 are
correct and complete as of the Closing Date.

     4.1  Organization  and   Capitalization  of  the  Buyer.  The  Buyer  is  a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of Nevada.  Buyer's  authorized  capital stock consists of 10,000 shares of
common stock,  no par value,  of which 4,000 shares are issued and  outstanding.
Upon the Closing,  the Buyer Shares issued in  accordance  with Sections 2.2 and
5.7 hereof shall  constitute  20% of the total amount of Buyer's  capital  stock
issued and outstanding.

     4.2  Authorization  of Transaction.  The Buyer has full power and authority
(including  full  corporate  power and  authority)  to execute and deliver  this
Agreement and to perform its

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<PAGE>
obligations hereunder.  This Agreement constitutes the valid and legally binding
obligation  of  the  Buyer,   enforceable  in  accordance  with  its  terms  and
conditions.

     4.3  Noncontravention.  Neither  the  execution  and the  delivery  of this
Agreement,  nor  the  consummation  of  the  transactions   contemplated  hereby
(including the assignments referred to in Section 2 above), will (i) violate any
constitution,  statute, regulation,  rule, injunction,  judgment, order, decree,
ruling, charge, or other restriction of any government,  governmental agency, or
court to which the Buyer is subject or any provision of its charter or bylaws or
(ii) conflict with, result in a breach of, constitute a default under, result in
the  acceleration  of, create in any party the right to  accelerate,  terminate,
modify, or cancel, or require any notice under any agreement,  contract,  lease,
license,  instrument,  or other  arrangement to which the Buyer is a party or by
which it is bound or to which any of its assets is  subject.  The Buyer does not
need to give any notice to, make any filing with,  or obtain any  authorization,
consent,  or approval of any government or governmental  agency in order for the
Parties to consummate the transactions contemplated by this Agreement (including
the assignments and assumptions referred to in Section 2 above).

     4.4 Brokers' Fees. The Buyer has no liability or obligation to pay any fees
or commissions to any broker,  finder, or agent with respect to the transactions
contemplated by this Agreement for which either the Seller or Birks could become
liable or obligated.

5. Covenants.  The Parties agree as follows with respect to the period following
the Closing.

     5.1  General.  In case at any time after the Closing any further  action is
necessary to carry out the purposes of this Agreement,  each of the Parties will
take such further  action  (including the execution and delivery of such further
instruments and documents) as any other Party reasonably may request, all at the
sole cost and expense of the requesting  Party (unless the  requesting  Party is
entitled  to  indemnification  therefor  under  Section  6 below).  The  Sellers
acknowledge and agree that from and after the Closing the Buyer will be entitled
to  possession  of  all  documents,  books,  records  (including  tax  records),
agreements, and financial data of any sort relating to the Seller.

     5.2  Transition.  The Sellers shall not take any action that is designed or
intended  to have the effect of  discouraging  any lessor,  licensor,  customer,
supplier,  or other business  associate of the Seller from  maintaining the same
business  relationships  with the Buyer  after the  Closing as such third  party
maintained with the Seller prior to the Closing.

     5.3  Confidentiality.  Each of the Seller and Birks shall treat and hold as
such  all  of  the  Confidential  Information,  refrain  from  using  any of the
Confidential  Information except in connection with this Agreement,  and deliver
promptly  to the Buyer or destroy,  at the request and option of the Buyer,  all
tangible embodiments (and all copies) of the Confidential  Information which are
in his or its possession.

     5.4 Covenants Not to Compete or Solicit; Injunctive Relief. For a period of
three years from and after the Closing  Date,  neither the Seller nor Birks will
(A) engage,  directly or indirectly,  in the design,  manufacture,  marketing or
distribution of CD cards (or related products or their  functional  equivalents)
or engage, directly or indirectly, in any other business that the Buyer conducts
as of the  date of  termination  of  Birks'  employment  with  the  Buyer in any
geographic area in which the Buyer conducts such business as of such termination
date, provided, however, that ownership of less than 1% of the outstanding stock
of any  publicly


                                       10
<PAGE>

traded  corporation  shall  not be  deemed a breach  of this  provision;  or (B)
solicit the  employment,  consulting  or other  services of any  employee of the
Buyer or otherwise induce any of such employees to leave the Buyer's  employment
or to breach an employment agreement therewith. If the final judgment of a court
of competent  jurisdiction  declares  that any term or provision of this Section
5.4 is invalid or  unenforceable,  the Parties  agree that the court  making the
determination of invalidity or  unenforceability  shall have the power to reduce
the scope, duration, or area of the term or provision,  to delete specific words
or phrases,  or to replace any invalid or unenforceable term or provision with a
term or  provision  that is valid and  enforceable  and that  comes  closest  to
expressing the intention of the invalid or unenforceable term or provision,  and
this  Agreement  shall be enforceable as so modified after the expiration of the
time within which the  judgment may be appealed.  Seller and Birks agree that in
the event of a breach or threatened  breach of the  covenants  contained in this
Section 5.4, the Buyer shall be entitled to injunctive  relief  restraining such
person,  and any and all persons  acting for or with him or it, from such breach
or threatened breach.

     5.5 CRC Board of Directors. Provided that Birks continues to be employed by
CRC or any affiliate of CRC (including Buyer), CRC shall use its best efforts to
cause the  election,  no earlier  than  Spring,  2002,  of Birks to the Board of
Directors  of CRC  as a  Class  C  director,  subject  to  the  approval  of the
shareholders and the Board of Directors of CRC.

     5.6 Funding and Location of Buyer. Following the Closing, CRC shall use its
best efforts to fund the Buyer with a minimum of $2,000,000 in working  capital,
with  appropriate  funding to match an agreed-upon  budget.  Such budget will be
prepared by Birks with a necessary  approval needed by Jack Pilger,  CEO of CRC.
The minimum amount of working capital to be provided to the Buyer by CRC will be
$500,000,  $100,000  of which  shall  be  funded  by  February  1,  2000 and the
remaining  $400,000 of which shall be funded by December 31, 2000.  Such funding
shall be in the form of loans  bearing  interest  at the prime  rate.  Each loan
shall be repaid by Buyer to CRC in quarterly payments over five years commencing
on the first  anniversary of the loan,  provided that such payments shall not be
required  to exceed  50% of the  Buyer's  Positive  Cash Flow for the  preceding
calendar quarter. The parties agree that the corporate offices of the Buyer will
be located in the Silicon Valley area as determined by Birks.

     5.7 Issuance of Buyer Shares. As soon as practicable after the Closing, the
aggregate 1,000 Buyer Shares shall be allocated as follows: (i) 870 Buyer Shares
shall be issued to Birks;  (ii) 80 Buyer  Shares shall be issued to Allen Green;
(iii) 25 Buyer Shares shall be issued to Candy Gilbert; and (iv) 25 Buyer Shares
shall be issued to Shawn  McGlothlin  (each of Allen  Green,  Candy  Gilbert and
Shawn  McGlothlin may  hereinafter be referred to as an "Other Seller  Member").
None of the Buyer Shares shall be issued to any Other Seller  Member  unless and
until such Other Seller Member executes and delivers to Buyer an agreement (in a
form reasonably  acceptable to Buyer and its counsel) providing for, among other
things, an irrevocable  grant of a voting proxy to Birks, an agreement  limiting
the remedies for disputes arising out of the Other Seller Member's  ownership of
the Buyer Shares to  repurchase by Buyer of the Buyer  Shares,  restrictions  on
transfer  of the Buyer  Shares,  a general  release  of Buyer and CRC,  standard
investor  representations,  and other  matters.  In the  event any Other  Seller
Member  fails to deliver  such an  agreement to Buyer prior to January 31, 2000,
Birks shall  promptly  purchase  from such Other Seller Member all of his or her
rights arising  hereunder and acquire the right to receive the Buyer Shares that
otherwise  were to have been issued to such Other Seller  Member.  Buyer further
agrees to grant  "piggyback"  registration  rights to the  holders  of the Buyer
Shares


                                       11
<PAGE>
in the event Buyer registers any shares of its common stock under the Securities
Act. The terms of such "piggyback"  registration  rights shall be set forth in a
separate  Registration  Rights  Agreement to be executed and  delivered by Buyer
following the Closing.

     5.8 Buyout and Registration of Buyer Shares.  Promptly following the second
anniversary  of the Closing Date,  Buyer at its option shall either (i) offer to
purchase all of the Buyer Shares from the holders  thereof at an appraised  fair
market value; or (ii) subject to applicable law, commence paying to such holders
quarterly  payments,  due within 30 days of the end of each calendar quarter, in
the aggregate  amount of 12% of the Buyer's Positive Cash Flow for the preceding
calendar  quarter.  Such aggregate  quarterly  payments shall be allocated among
each holder of the Buyer Shares in the same  proportion that such holder's Buyer
Shares bears to the total number of Buyer Shares.

6. Remedies for Breaches of this Agreement.

     6.1  Survival of  Representations,  Warranties  and  Covenants.  All of the
representations,  warranties  and  covenants  of the Parties  contained  in this
Agreement  shall  survive  the Closing  (even if the  damaged  Party knew or had
reason to know of any  misrepresentation  or breach of  warranty  at the time of
Closing) and continue in full force and effect  forever  thereafter  (subject to
any applicable statutes of limitations).

     6.2 Indemnification Provisions for Benefit of the Buyer and CRC. The Seller
and Birks each agrees to jointly and severally  indemnify the Buyer and CRC from
and against the entirety of any Adverse Consequences the Buyer or CRC may suffer
resulting from,  arising out of, relating to, in the nature of, or caused by (i)
the  breach of any of the  representations,  warranties,  and  covenants  of the
Sellers contained in this Agreement;  or (ii) any liability or obligation of the
Sellers,  including  without  limitation any liability or obligation  arising in
connection with Birks' purchase of Frank Turner's  membership interest in Seller
or the payment and  cancellation by Seller of its $10,000  promissory note dated
November  2,  1999;  provided,  however,  that the  Sellers  shall  not have any
obligation  to  indemnify  the  Buyer  or  CRC  from  and  against  any  Adverse
Consequences   arising  out  of  the  breach  of  any  of  the  representations,
warranties,  and  covenants of the Sellers until the Buyer and CRC together have
suffered such Adverse  Consequences in excess of a $5,000  aggregate  deductible
(after  which point the Sellers will be  obligated  only to indemnify  the Buyer
from and against further such Adverse Consequences).

     6.3  Indemnification  Provisions for Benefit of the Sellers.  The Buyer and
CRC each agrees to jointly and severally  indemnify each of the Seller and Birks
from and against the entirety of any Adverse Consequences the Sellers may suffer
resulting from,  arising out of, relating to, in the nature of, or caused by the
breach of any of the  representations,  warranties,  and  covenants of the Buyer
contained in this  Agreement;  provided,  however,  that Buyer and CRC shall not
have any  obligation  to  indemnify  the  Seller or Birks from and  against  any
Adverse  Consequences  arising out of the breach of any of the  representations,
warranties,  and covenants of the Buyer until the Seller and Birks together have
suffered such Adverse  Consequences in excess of a $5,000  aggregate  deductible
(after  which point the Buyer and CRC will be obligated  only to  indemnify  the
Seller and Birks from and against further such Adverse Consequences).

     6.4 Matters Involving Third Parties.


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<PAGE>

         6.4.1 If any third  party  shall  notify  any Party  (the  "Indemnified
Party") with respect to any matter (a "Third Party  Claim")  which may give rise
to a claim for  indemnification  against  any  other  Party  (the  "Indemnifying
Party") under this Section 6, then the  Indemnified  Party shall promptly notify
each Indemnifying Party thereof in writing; provided,  however, that no delay on
the part of the  Indemnified  Party in notifying  any  Indemnifying  Party shall
relieve the  Indemnifying  Party from any obligation  hereunder unless (and then
solely to the extent) the Indemnifying Party thereby is prejudiced.

         6.4.2 Any Indemnifying  Party will have the right to assume the defense
of the Third  Party  Claim  with  counsel of her,  his or its choice  reasonably
satisfactory  to the  Indemnified  Party at any time  within  15 days  after the
Indemnified Party has given notice of the Third Party Claim; provided,  however,
that the  Indemnifying  Party must  conduct the defense of the Third Party Claim
actively  and  diligently  thereafter  in order to  preserve  its rights in this
regard;  and provided  further that the  Indemnified  Party may retain  separate
co-counsel  at its sole cost and expense and  participate  in the defense of the
Third Party Claim.

         6.4.3 So long as the  Indemnifying  Party has assumed and is conducting
the defense of the Third Party Claim in accordance with Section 6.4.2 above, (i)
the  Indemnifying  Party will not consent to the entry of any  judgment or enter
into any  settlement  with  respect to the Third Party  Claim  without the prior
written  consent  of the  Indemnified  Party (not to be  withheld  unreasonably)
unless the judgment or proposed  settlement  involves  only the payment of money
damages  by one or more of the  Indemnifying  Parties  and  does not  impose  an
injunction or other  equitable  relief upon the  Indemnified  Party and (ii) the
Indemnified  Party will not  consent to the entry of any  judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Indemnifying Party (not to be withheld unreasonably).

         6.4.4  In the  event  none  of the  Indemnifying  Parties  assumes  and
conducts the defense of the Third Party Claim in  accordance  with Section 6.4.2
above, however, (i) the Indemnified Party may defend against, and consent to the
entry of any  judgment or enter into any  settlement  with respect to, the Third
Party Claim in any manner she, he or it reasonably may deem appropriate (and the
Indemnified  Party need not  consult  with,  or obtain  any  consent  from,  any
Indemnifying  Party in connection  therewith) and (ii) the Indemnifying  Parties
will remain  responsible for any Adverse  Consequences the Indemnified Party may
suffer resulting from,  arising out of, relating to, in the nature of, or caused
by the Third Party Claim to the fullest extent provided in this Section 6.

7.       Miscellaneous.

     7.1 Press Releases and Public Announcements. Neither Seller nor Birks shall
issue any press release or make any public announcement  relating to the subject
matter of this Agreement without the prior express consent of the Buyer.

     7.2 No  Third-Party  Beneficiaries.  This  Agreement  shall not  confer any
rights or remedies  upon any Person other than the Parties and their  respective
successors and permitted assigns.

     7.3 Entire Agreement.  This Agreement  (including the documents referred to
herein)  constitutes the entire agreement between the Parties and supersedes any
prior understandings,

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<PAGE>
agreements,  or representations  by or between the Parties,  written or oral, to
the extent they related in any way to the subject matter hereof.

     7.4 Succession  and  Assignment.  This Agreement  shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted  assigns.  No Party may assign either this Agreement or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the relevant  other  Party(ies);  provided,  however,  that the Buyer may (i)
assign any or all of its rights and  interests  hereunder  to one or more of its
affiliates  and (ii)  designate  one or more of its  affiliates  to perform  its
obligations  hereunder (in any or all of which cases the Buyer nonetheless shall
remain responsible for the performance of all of its obligations hereunder).

     7.5   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

     7.6 Headings. The section headings contained in this Agreement are inserted
for  convenience   only  and  shall  not  affect  in  any  way  the  meaning  or
interpretation of this Agreement.

     7.7  Notices.   All  notices,   requests,   demands,   claims,   and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be deemed  duly given if (and then two
business days after) it is sent by registered or certified mail,  return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:



         If to the Seller to:      Rawdata, LLC
                                   2555 Clovis Avenue
                                   Clovis, CA 93612

         With a copy to:           A. Emory Wishon III, Esq.
                                   Motschiedler, Michaelides & Wishon LLP
                                   1690 West Shaw Avenue, Suite 200
                                   Fresno, CA 93711



         If to Birks to:           Mr. Roger Birks
                                   8139 North Orchard
                                   Fresno, CA 93720

         With a copy to:           A. Emory Wishon III, Esq.
                                   Motschiedler, Michaelides & Wishon LLP
                                   1690 West Shaw Avenue, Suite 200
                                   Fresno, CA 93711



         If to the Buyer
         or CRC to:                Casino Resource Corporation


                                       14
<PAGE>
                                   707 Bienville Blvd.
                                   Ocean Springs, MS 39564

         With a copy to :          Robert P. Krauss, Esquire
                                   Mesirov Gelman Jaffe Cramer & Jamieson, LLP
                                   36th Floor
                                   1735 Market Street
                                   Philadelphia, PA 19103-7598

Any Party may send any notice,  request,  demand,  claim, or other communication
hereunder  to the  intended  recipient  at the address set forth above using any
other means (including personal delivery,  expedited courier, messenger service,
telecopy,  telex,  ordinary  mail,  or  electronic  mail),  but no such  notice,
request, demand, claim, or other communication shall be deemed to have been duly
given  unless and until it actually is received by the intended  recipient.  Any
Party may change the address to which notices,  requests,  demands,  claims, and
other  communications  hereunder  are to be  delivered by giving the other Party
notice in the manner herein set forth.

     7.8 Governing Law,  Arbitration.  This  Agreement  shall be governed by and
construed  in  accordance  with the  domestic  laws of the State of  Mississippi
without giving effect to any choice or conflict of law provision or rule.

     7.9 Amendments and Waivers. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by the Party to be
charged thereby.  No waiver by any Party of any default,  misrepresentation,  or
breach of warranty or covenant  hereunder,  whether intentional or not, shall be
deemed  to  extend to any prior or  subsequent  default,  misrepresentation,  or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.

     7.10 Severability.  Any term or provision of this Agreement that is invalid
or  unenforceable  in any  situation  in any  jurisdiction  shall not affect the
validity or  enforceability  of the remaining terms and provisions hereof or the
validity or  enforceability  of the  offending  term or  provision  in any other
situation or in any other jurisdiction.

     7.11  Expenses.  CRC shall pay, at or promptly  following the Closing,  the
Sellers'  reasonable  attorney's  fees and expenses  incurred in connection with
this Agreement as set forth on Schedule 7.11 attached hereto.

     7.12 Construction. The Parties have participated jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question of intent
or  interpretation  arises,  this  Agreement  shall be  construed  as if drafted
jointly  by the  Parties  and no  presumption  or  burden of proof  shall  arise
favoring  or  disfavoring  any Party by virtue of the  authorship  of any of the
provisions of this  Agreement.  Any reference to any federal,  state,  local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the context requires otherwise.  The
word "including" shall mean including without limitation.

     7.13  Incorporation  of Exhibits and Schedules.  The Exhibits and Schedules
identified  in this  Agreement are  incorporated  herein by reference and made a
part hereof.



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                                       15
<PAGE>


                  IN WITNESS  WHEREOF,  the Parties  hereto have  executed  this
Agreement on [as of] the date first above written.


     Digital Development & Distribution, LLC     BounceBackMedia.com, Inc.

     by:   _______________________               by:  _______________________
           Roger Birks, Manager                       John J. Pilger, President


                                                 Casino Resource Corporation

     __________________________                  by:  _______________________
     Roger Birks, individually                        John J. Pilger, President







Exhibit A         Form of Promissory Note
Exhibit B         Bill of Sale
Exhibit C         Financial Statements
Disclosure Schedule
Schedule 7.11 - Seller's attorney's fees and expenses




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