ARTICLES OF MERGER
                                       of
            BOUNCEBACKTECHNOLOGIES.COM, INC., a Delaware Corporation
                                  with and into
              CASINO RESOURCE CORPORATION, a Minnesota Corporation



         Pursuant to the provisions of the Minnesota  Business  Corporation Act,
the undersigned corporations adopt the following Articles of Merger:

1. A copy of the Plan and Agreement of Merger is attached  hereto as Exhibit "A"
and made a part hereof by reference as if fully set forth herein.


2. The Plan and Agreement has been approved by, CASINO RESOURCE CORPORATION, the
parent corporation in this parent-subsidiary merger pursuant to Section 302A.621
of the Minnesota Statutes.


3. (a)  BOUNCEBACKTECHNOLOGIES.COM,  INC. is a  corporation  duly  organized and
existing under the laws of the State of Delaware,  having been  incorporated  on
January 3, 2000,  and,  having an  authorized  capital  stock  consisting of 200
shares of Common Stock,  with a par value of $.01 per share, of which 100 shares
are issued and outstanding and owned by CASINO RESOURCE CORPORATION.


         (b) A copy of the Plan and  Agreement  of Merger was hand  delivered to
the sole shareholder of the subsidiary on January 3, 2000.


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         IN WITNESS WHEREOF,  the undersigned has executed this Certificate this
4th day of January, 2000.

                          BOUNCEBACKTECHNOLOGIES.COM, INC.


                          By:________________________________
                                   John J. Pilger, President

                          CASINO RESOURCE CORPORATION


                          By _______________________________
                                   John J. Pilger, President



<PAGE>
                                   EXHIBIT "A"

                          PLAN AND AGREEMENT OF MERGER

         THIS PLAN AND AGREEMENT OF MERGER is made as of the 3rd day of January,
2000,  and  between  CASINO  RESOURCE  CORPORATION.,   a  Minnesota  corporation
(hereinafter referred to as "Casino"), and  BOUNCEBACKTECHNOLOGIES.COM,  INC., a
Delaware  corporation  (hereinafter  referred  to  as  "BounceBack"),  the  said
corporations being hereinafter  sometimes each referred to as a "Corporation" or
collectively referred to as the "Corporations".

                              W I T N E S S E T H :

         WHEREAS,  Casino is a corporation duly organized and existing under the
laws of the State of Minnesota,  having been incorporated on April 29, 1969, and
having an  authorized  capital stock  consisting of 30,000,000  Shares of Common
Stock, with a par value of $.01 per share, of which 12,177,216 shares are issued
and outstanding and 5,000,000 Shares of 8% Cumulative  Preferred  Stock,  with a
par value of $.01 per share, of which none are outstanding; and

         WHEREAS, BounceBack. is a corporation duly organized and existing under
the laws of the State of Delaware,  having been incorporated on January 3, 2000,
and having an authorized capital stock consisting of 200 shares of Common Stock,
$.01 par value per share, of which 100 shares are issued and outstanding.

         WHEREAS,  the  Board  of  Directors  and  Shareholders  of  each of the
Corporations  have this day  determined  it to be in the best  interests  of the
Corporations that they be merged.


<PAGE>

         NOW,  THEREFORE,  the parties hereto,  in  consideration  of the mutual
covenants  and  conditions  herein  contained,  and for other good and  valuable
consideration,  receipt of which is hereby  acknowledged,  and  intending  to be
legally bound, do hereby agree as follows:

         1.  Merger.  BouncBack  shall be  merged  with and into  Casino  on the
effective date  hereinafter set forth, in accordance with the applicable laws of
the State of Minnesota and the State of Delaware and on the terms and conditions
set forth in this Plan and  Agreement of Merger (the  "Merger").  From and after
such effective date,  Casino shall be the surviving  corporation (the "Surviving
Corporation")  and shall continue to do business as a corporation  organized and
existing under the laws of the State of Minnesota,  unaffected and unimpaired by
the Merger, with all rights,  privileges,  immunities and powers, and subject to
all the duties and liabilities of a corporation organized and existing under the
laws of the State of Minnesota.

         2. Articles of Incorporation of Surviving Corporation.  The Articles of
Incorporation  of Casino,  upon the effective  date of the Merger,  shall be the
Articles of  Incorporation  of the Surviving  Corporation  and those Articles of
Incorporation shall be amended to read as follows:

                  "ARTICLE   1.   NAME.   The  name  of  the   corporation   is:
BounceBackTechnologies.com, Inc."

         3. By-Laws of Surviving Corporation.  The By-Laws of Casino in force on
the  effective  date  of the  Merger  shall  be  the  By-Laws  of the  Surviving
Corporation until altered or amended or repealed.

         4. Directors and Officers.

              (a)  The  Directors  of  Casino  shall  be  the  Directors  of the
Surviving Corporation.

              (b) The officers of Casino shall be the officers of the  Surviving
Corporation.


<PAGE>

         5.       Shares of Constituent Corporations.

              (a) Each  share of  capital  stock of  Casino  outstanding  on the
effective date of the merger shall  thereupon,  without further  action,  be and
continue to be one (1) share of the capital stock of the Surviving Corporation.

              (b) All of the  authorized and  outstanding  shares of the capital
stock of  BounceBack  and all rights and  respects  thereof,  shall be  canceled
forthwith as of the effective date of the Merger.  The  Certificates  evidencing
the shares of stock shall be surrendered and canceled, without consideration.

         6. Effect of Merger. Upon the Merger becoming effective:

              (a) The separate corporate existence of BounceBack shall terminate
and Casino  shall  become the owner,  without  other  transfer or further act or
deed, of all of the rights, privileges,  powers, property,  franchises,  estates
and  interests of every kind of BounceBack , as  effectually  as the property of
the  Surviving  Corporation  as they were of  BounceBack;  and  Casino  shall be
subject to all debts and  liabilities  of  BounceBack  in the same  manner as if
Casino  had itself  incurred  them;  and  Casino  shall be subject to all of the
restrictions,  disabilities and duties of all of the  Corporations,  which shall
not revert or be in any way  impaired  by reason of this  merger;  and rights of
creditors  and  liens  upon any  property  of any of the  Corporations  shall be
preserved unimpaired.

              (b) The assets and liabilities of BounceBack  shall be taken up on
the books of Casino in the  amounts  at which they shall at that time be carried
on the books of BounceBack.

         7. Effective Date of Merger. This Plan and Agreement of Merger shall be
effective upon the the filing of the requisite  forms of Articles of Merger with
the Minnesota and Delaware Secretaries of State.


<PAGE>

         IN WITNESS WHEREOF, each Corporation has caused this Plan and Agreement
of Merger to be executed by its respective  duly  authorized  officers as of the
day and year first above written.

                                 CASINO RESOURCE CORPORATION., a
                                 Minnesota corporation


                                 By: ____________________________
                                          John J. Pilger, President

[Corporate Seal]

                                 BOUNCEBACKTECHNOLOGIES.COM, INC.,
                                 a Delaware corporation


                                 By:  ____________________________
                                          John J. Pilger, President
[Corporate Seal]