Exhibit 10.1

                            STOCK PURCHASE AGREEMENT
                            ------------------------

     THIS  STOCK  PURCHASE AGREEMENT ("Agreement") is made as of the 23rd day of
February,  2006, by and between Island Residences Club, Inc ("IRCI"), a Delaware
Corporation,  Richard Woods, individual and/or their assignees ("Purchaser")  on
the  one hand and RotateBlack, LLC, ("RBL") a Michigan limited liability company
("Seller"),  on  the  other  hand.
     For  and  in  consideration  of  the  mutual  premises and covenants herein
contained,  the  parties  hereto  agree  as  follows:
1.     Purchase  and  Sale  of  Securities.
       -----------------------------------
1.1     Sale  and Issuance of Securities. Subject to the terms and conditions of
        --------------------------------
this  Agreement, Purchaser agrees to purchase at the Closing (defined in Section
1.3),  and the Company agrees to cause RBL to, and RBL agrees to, sell, transfer
and  assign  to  Purchaser  at  the  Closing, Nine Million Four Hundred Thousand
(9,400,000)  shares (the "Shares") of the common stock, $.01 par value per share
("Common  Stock"),  of  DTLL,  Inc.,  a  Minnesota  corporation  ("DTLL").
1.2     Purchase  Price.  The  purchase  price  for the Shares to be paid at the
        ---------------
Closing  (the  "Purchase  Price")  shall  be  One  Million Five Hundred Thousand
($1,500,000)  Dollars. The purchase price shall be paid at a closing in the form
of  Five  Hundred  Fifty  Thousand  ($500,000) and a Secured Note payable in the
amount  of  One Million ($1,000,000) Dollars due on or before the closing of the
Reno Hilton but no later than April 10th, 2006. The Note shall be secured by the
shares  on  terms  to  be  agreed  between  the  parties.
1.3     Closing.
        -------
(a)     The  purchase  and  sale  of  the  Shares  shall take place on or before
February  28th,  2006,  at  such time and place as shall be mutually agreed upon
between  Purchaser  and  the  Company  (the  "  Closing").
(b)     At  the Closing, Purchaser shall deliver to RBL, the cash requirement of
the  Purchase  Price  of  then immediately available funds by certified check or
wire  transfer  to  an  account  designated  by  the  RBL.
(c)     At the Closing, RBL shall deliver to Purchaser an endorsed  certificate,
signature  guaranteed,  for  the  Shares  along with instruments satisfactory to
Purchaser  to  ensure  the  effective  and  efficient  transfer of the Shares to
Purchaser,  such  as  a  legal  opinion  of the Company's or RBL's counsel and a
letter  of  instruction  to  the  transfer  agent  of  DTLL.
(d)     Purchaser,  the  Company  and  RBL  shall deliver to the other party any
other  documents  and instruments that the other party or its counsel reasonably
requests.
(e)     Notwithstanding  anything  to  the contrary contained in this Agreement,
Purchaser's  obligations  under  this Agreement are conditioned upon Purchaser's
satisfaction  of  its  legal  due  diligence  investigation  of  DTLL.  Seller's
obligations  under  this agreement are conditioned upon Seller's satisfaction of
its legal due diligence investigation of the transaction on or before closing on
February  28,  2006.
2.     Representations  and  Warranties  of  the Company. Except as noted in the
       -------------------------------------------------
financial  statements  identified  in  Section  2.6,  DTLL's  filings  with  the
Securities  and  Exchange  Commission,  or  the  Schedule of Exceptions attached
hereto,  each  of  the Company and RBL, jointly and severally, hereby represents
and  warrants  to  Purchaser  that:
2.1     Organization;  Good  Standing;  Qualification  and  Corporate  Power.
        --------------------------------------------------------------------
(a)     The  Company,  RBL  and  DTLL  are  corporations duly organized, validly
existing  and in good standing under the laws of the State of Minnesota and each
has  all requisite corporate power and authority to carry on its business as now
conducted  and  as  proposed to be conducted. The Company, RBL and DTLL are each
duly  qualified  to  transact  business  and  each  is  in good standing in each
jurisdiction  in  which  the failure so to qualify would have a material adverse
effect  on  its  business  or  properties.
(b)     Each  of the Company and RBL has all requisite legal and corporate power
and  authority  to execute and deliver this Agreement, to sell the Shares and to
carry  out  and perform its obligations under the terms of this Agreement and to
consummate  the transactions contemplated hereby. All necessary corporate action
has  been  taken  by the Company and RBL with respect to the execution, delivery
and performance by the Company and RBL of this Agreement and the consummation of
     the  transactions  contemplated  hereby.
2.2     Capitalization  and  Voting  Rights.
        -----------------------------------
(a)     Common  Stock.  The authorized capital of DTLL, immediately prior to the
        -------------
Closing,  consists of One Hundred Million (100,000,000) shares of capital stock,
of which Fifty Million (50,000,000) shares are designated as Common Stock, $0.01
     par value per share. Thirteen Million Five Hundred Twenty Five Thousand Six
Hundred  Ninety  Three  (13,525,693)  shares  of Common Stock will be issued and
outstanding  immediately  prior  to the Closing. Other than the Common Stock, no
other  shares  of  capital  stock  are  issued  or outstanding. The Shares sold,
transferred  and  assigned  to Purchaser hereunder shall represent approximately
70%  of  DTLL's  issued  and  outstanding  Common  Stock.
(b)     Derivative  Securities;  Voting  Agreements.  Except  as  set  forth  in
        -------------------------------------------
Schedule  2.2(b), immediately prior to the Closing, there will be no outstanding
       ---------
options,  warrants,  rights  (including  conversion  or  preemptive  rights)  or
agreements  for  the  purchase  or  acquisition  from  DTLL of any shares of its
capital stock. DTLL is not a party nor subject to any agreement or understanding
     of  any  kind,  and,  to  the  Company's  and  RBL's knowledge, there is no
agreement  or  understanding  of  any  kind between any individual, corporation,
partnership,  limited  liability  company, association, trust or other entity or
organization,  including  a  government or political subdivision or an agency or
instrumentality  thereof  (a  "Person"),  which  affects  or  relates  to  the
acquisition, disposition or voting or giving of written consents with respect to
any  security  of  DTLL.
2.3     Subsidiaries;  Interests  of  the  Company. DTLL has no subsidiaries and
        ------------------------------------------
does  not  currently own or control, directly or indirectly, any interest in any
other  Person.  DTLL,  on  or  before  closing,  shall  form  a new wholly owned
subsidiary,  the  be  named  "RotateBlack  Real  Estate  Ventures".
2.4     Authorization.  This  Agreement  has  been duly authorized, executed and
        -------------
delivered  by  the  Company and RBL and constitutes the legal, valid and binding
obligations  of  the  Company and RBL, enforceable in accordance with its terms,
subject  to (i) applicable bankruptcy, insolvency, reorganization and moratorium
laws,  (ii)  other  laws  of  general  application  affecting the enforcement of
creditors'  rights  generally  and  general  principles  of  equity,  (iii)  the
discretion  of the court before which any proceeding therefor may be brought and
(iv)  the  limitation by federal or state securities laws or by public policy of
rights  to  indemnification.
2.5     Valid  Issuance  of  Common  Stock.  The  Shares,  when issued, sold and
        ----------------------------------
delivered  in  accordance with the terms of this Agreement for the consideration
expressed  herein,  will  be  duly  and  validly  issued,  fully  paid,  and
nonassessable, will not have been issued in violation of any preemptive right of
stockholders  or  rights of first refusal, and Purchaser will have good title to
the  Shares,  free and clear of all liens, security interests, pledges, charges,
encumbrances  and  stockholder  agreements.
2.6     Financial  Statements;  Contracts.  Each of the Company and RBL has made
        ---------------------------------
available  to  Purchaser  the  audited  balance sheet of DTLL as of December 31,
2004, and the related statements of operations and cash flows for the year ended
December  31, 2004, its unaudited balance sheet dated September 30, 2005 and the
related  unaudited  Statements  of  Operation and Cash Flows for the nine months
ended  September 30, 2005 (the "Financial Statements"). The Financial Statements
are  complete  and  correct  and  (i) fairly present the financial condition and
results  of  operations of DTLL as of the dates and during the periods indicated
therein,  subject to adjustments necessary in accordance with generally accepted
accounting principles ("GAAP") and, in the case of interim financial statements,
year-end  adjustments,  (ii)  except  as  noted  therein,  have been prepared in
accordance  with  GAAP  applied  on  a  consistent  basis throughout the periods
involved  and  (iii)  are  in  accordance  with  the  books and records of DTLL.
2.7     Governmental Consents. No consent, approval, order, or authorization of,
        ---------------------
or  registration,  qualification,  designation,  declaration or filing with, any
federal,  state, local or provincial governmental authority on the part of DTLL,
the  Company  or  RBL  is  required  in  connection with the consummation of the
transactions  contemplated by this Agreement. DTLL has complied (and in carrying
out  its  business  DTLL  will  be  in compliance) with all laws, ordinances and
regulations  applicable to it and its business, which the failure to comply with
would,  either  individually or in the aggregate, have a material adverse effect
upon  DTLL.  DTLL  has  obtained  all material federal, state, local and foreign
governmental  licenses  and  permits material to and necessary in the conduct of
its  business,  such  licenses  and  permits  are  in  full force and effect, no
material violations are or have been recorded in respect of any such licenses or
permits,  and no proceeding is pending or, to the best of the Company's or RBL's
knowledge,  threatened  to revoke or limit any thereof. There are no consents or
waivers from such governmental authorities necessary for the consummation of the
transactions  contemplated  by  this  Agreement.
2.8     Litigation. Except as set forth in Schedule 2.8, (i) there is no action,
        ----------                         -------------
suit,  proceeding  or  investigation  pending  or,  to  the  Company's  or RBL's
knowledge,  threatened  against  DTLL or, to the knowledge of the Company or RBL
after  due  inquiry,  its officers (nor, to the Company's or RBL's knowledge, is
there  any  reasonable  basis  therefor); (ii) DTLL (or, to the knowledge of the
Company or RBL, any of its officers after due inquiry) is not a party or subject
to  the  provisions  of  any order, writ, injunction, judgment, or decree of any
court  or  government  agency  or  instrumentality  (other than those of general
applicability);  and (iii) there is no action, suit, proceeding or investigation
involving DTLL or, to the knowledge of the Company or RBL after due inquiry, its
officers  which  such  parties  intend  to  initiate.
2.9     Compliance  with Other Instruments. Neither DTLL, the Company nor RBL is
        ----------------------------------
in violation or default of any provisions of its Certificate of Incorporation or
Bylaws,  as  amended,  or  of  any instrument, judgment, order, writ, decree, or
contract  to  which it is a party or by which it is bound or of any provision of
Federal  or  state statute, rule or regulation, license, or permit applicable to
it,  the  violation  or default of which would have a material adverse effect on
DTLL,  the  Company  or  RBL.  The  execution, delivery, and performance of this
Agreement  and the consummation of the transactions contemplated hereby will not
result  in  any  such  violation  or  be in conflict with or constitute, with or
without  the  passage  of  time and giving of notice, either a default under any
such  provision, instrument, judgment, order, writ, decree, or material contract
or  an  event  which results in the creation of any lien, charge, or encumbrance
upon any assets of DTL, the Company or RBL. Neither the Company nor RBL has  any
knowledge  of  any  termination or material breach or anticipated termination or
material  breach  by the other parties to any material contract or commitment to
which DTLL is a party or to which any of its assets is subject. To the Company's
and  RBL's  knowledge,  there  are  no warranty claims or other uninsured claims
against  DTLL  under completed contracts which might involve a material monetary
liability  which  is  not  reserved  against  in  the  Financial  Statements.
2.10     Title to Property and Assets. DTLL has good and marketable title to its
         ----------------------------
property  and  assets  free  and  clear  of  all  mortgages,  liens,  loans  and
encumbrances, except (i) such encumbrances and liens which arise in the ordinary
course  of  business and do not materially impair DTLL's use of such property or
assets,  (ii)  liens for taxes, assessments and governmental charges not yet due
and  payable, (iii) liens in connection with workers' compensation, unemployment
insurance  or  other  similar obligations and (iv) statutory mechanics, material
liens or other like liens arising in the ordinary course of business not yet due
and  payable.  With  respect  to  the  property and assets it leases, DTLL is in
compliance  in  all material respects with such leases and, to the Company's and
RBL's  knowledge, holds a valid leasehold interest free of any liens, claims, or
encumbrances.  All  DTLL 's properties and assets are, in all material respects,
in  good  operating  and  usable  condition,  subject  to  normal wear and tear.
2.11     Intellectual  Property.
         ----------------------
(a)     As  used  herein,  the  term  "Intellectual  Property  Right"  means any
trademark, service mark, trade name, invention, patent, trade secret, copyright,
     know-how  (including  any registrations or applications for registration of
any  of  the  foregoing)  or  any other similar type of proprietary intellectual
property  right,  in  each  case  which  is  used  or  held for use or otherwise
necessary  in  connection  with  the conduct of the business of DTLL. DTLL owns,
free  and  clear of all liens and encumbrances, all Intellectual Property Rights
necessary  in  connection  with the conduct of its business and has the right to
use  the  foregoing  without  the  payment  of  any  royalty.
(b)     DTLL  has  not been sued nor charged in writing with or been a defendant
in  any  claim, suit, action or proceeding relating to its business that has not
been  finally  terminated  prior to the date hereof and that involves a claim of
infringement  by DTLL of any Intellectual Property Right of any other Person. No
Intellectual  Property  Right  is  subject  to  any outstanding order, judgment,
decree,  stipulation  or  agreement  restricting  the  use  thereof  by  DTLL or
restricting  the  licensing  thereof by DTLL to any Person. DTLL has not entered
into  any  agreement  to  indemnify  any  other  Person  against  any  charge of
infringement  of  any  Intellectual  Property  Right.
(c)     DTLL  has  taken  all reasonable precautions to protect and maintain the
confidentiality  of  all proprietary processes, research and development results
and  other  know-how  of  DTLL,  the  value  of which to DTLL is contingent upon
maintenance  of  the  confidentiality  thereof. All employees and consultants of
DTLL  have  executed  DTLL's  standard  form  of  confidentiality  agreement.
2.12     Compliance  with  Laws;  No  Defaults.
         -------------------------------------
(a)     DTLL  is  not in violation of any provisions of any law or regulation or
in  violation  of  any  judgment,  injunction,  order  or decree binding upon or
applicable  to  DTLL,  except  for  violations  that  have not had and would not
reasonably  be  expected  to  have, individually or in the aggregate, a material
adverse  effect  on  DTLL.
(b)     Neither  DTLL nor any officer, director or employee of DTLL has made any
payment  of  funds  of  DTLL, or purchased any property with funds of DTLL, in a
manner  prohibited  by  law  and no funds of DTLL or property purchased with the
funds  of DTLL have been set aside to be used for any payment prohibited by law.
DTLL  has  not  made,  offered  or  agreed  to  offer  anything  of value to any
government  official,  political party or candidate for political office (or any
person that DTLL knows or has reason to know will offer anything of value to any
such  person)  in  violation  of  the  Foreign Corrupt Practices Act of 1977, as
amended.
(c)     DTLL is not in default, nor has it been notified by any other party that
it  is  in  default,  under any material contract, and, to the best knowledge of
DTLL, no other party to any such contract is in default thereunder. DTLL has not
received  notice  that  any  party to any material contract intends to cancel or
terminate  any  such  agreement.
2.13     Commissions/Finders'  Fees.  There  is  no  investment  banker, broker,
         --------------------------
finder  or other intermediary which has been retained by or is authorized to act
on  behalf  of the Company or RBL who might be entitled to any fee or commission
from  Purchaser, DTLL or any of their respective affiliates upon consummation of
the  transactions  contemplated  by  this  Agreement.
2.14     Tax  and Other Liabilities. All taxes required by law which are due and
         --------------------------
payable  by  DTLL  have  been paid; all taxes DTLL is obligated to withhold from
amounts  owing  to  any  employee or third party have been withheld; and all tax
returns  and  reports  required by law to have been filed by DTLL have been duly
filed  and  reflect  the amounts due and paid. There are in effect no waivers of
applicable  statutes  of  limitations  with  respect  to any taxes, governmental
charges, duties, imports, levies or fees for any year and DTLL has not agreed to
any  extension of time with respect to any tax assessment or deficiency. The tax
returns  of DTLL have not been and are not being audited by the Internal Revenue
Service  for  any of DTLL's tax periods. No tax liens have been asserted against
any  of  DTLL's assets, and any potential assessment or any additional taxes for
periods for which returns have been filed is not expected to exceed the recorded
liability  therefor.
2.15     Securities  Act.  Neither  the  registration  of any security under the
         ---------------
Securities  Act  or  the  securities laws of any state is required in connection
with  the  issuance,  execution  and  delivery  of  the  Shares  in  the  manner
contemplated  hereunder.
2.16     Government  Consents.  The  execution,  delivery and performance by the
         --------------------
Company  and  RBL  of  this  Agreement  and the transactions contemplated hereby
require  no  action  by  or  in  respect  of,  or  filing with, any governmental
authority  other  than  (a)  compliance  with the applicable requirements of the
Securities  Act;  and  (b) compliance with any state securities or Blue Sky Laws
that, individually or in the aggregate, could not reasonably be expected to have
a  material  adverse  effect  on  the  Company.
3.     Representations  and  Warranties  of  Purchaser. Purchaser represents and
       -----------------------------------------------
warrants  to  the  Company  that:
3.1     Organization;  Good  Standing;  Qualification  and  Corporate  Power.
        --------------------------------------------------------------------
(a)     Purchaser  is  a  limited  liability  company  duly  organized,  validly
existing  and  in  good standing under the laws of the State of Michigan and has
all  requisite power and authority to carry on its business as now conducted and
as  proposed  to  be conducted. Purchaser is duly qualified to transact business
and  is in good standing in each jurisdiction in which the failure so to qualify
would  have  a  material  adverse  effect  on  its  business  or  properties.
(b)     Purchaser  has  all requisite legal and corporate power and authority to
execute  and deliver this Agreement, to purchase the Shares and to carry out and
perform  its obligations under the terms of this Agreement and to consummate the
transactions contemplated hereby. All necessary limited liability company action
     has  been  taken  by  Purchaser with respect to the execution, delivery and
performance  by  Purchaser  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby.
3.2     Authorization.  This  Agreement  has  been duly authorized, executed and
        -------------
delivered  by Purchaser and constitutes the legal, valid and binding obligations
of  Purchaser,  enforceable  in  accordance  with  its  terms,  subject  to  (i)
applicable  bankruptcy,  insolvency,  reorganization  and  moratorium laws, (ii)
other laws of general application affecting the enforcement of creditors' rights
     generally  and  general  principles  of equity, (iii) the discretion of the
court  before  which  any  proceeding  therefor  may  be  brought  and  (iv) the
limitation  by federal or state securities laws or by public policy of rights to
indemnification.
3.3     Commissions/Finders' Fees. There is no investment banker, broker, finder
        -------------------------
or  other  intermediary  which  has  been retained by or is authorized to act on
behalf  of  Purchaser  who  might  be entitled to any fee or commission from the
Company  or its affiliates upon consummation of the transactions contemplated by
this  Agreement.
3.4     Purchase  Entirely  for  Own  Account;  No  Public  Solicitation.  This
        ----------------------------------------------------------------
Agreement  is made with Purchaser in reliance upon Purchaser's representation to
the  Company  that,  and  Purchaser  hereby  represents that, the Shares will be
acquired  for investment for Purchaser's own account, not as a nominee or agent,
and not with a view to the resale or distribution of any part thereof. Purchaser
has no present intention of selling, granting any participation in, or otherwise
distributing  the  Shares  acquired  by  Purchaser.  Purchaser  has no contract,
undertaking,  agreement  or  arrangement with any Person to sell or transfer, or
grant  any  participation to such Person or to any third Person, with respect to
the  Shares  to be acquired by Purchaser. Purchaser is not participating in this
transaction  as  a  result  of  or subsequent to (i) any advertisement, article,
notice  or  other  communication published in any newspaper, magazine or similar
media or broadcast over television, radio or the Internet or (ii) any seminar or
meeting whose attendees have been invited by any general solicitation or general
advertising.
3.5     Disclosure  of  Information.  Purchaser  has  received and has carefully
        ---------------------------
reviewed  a  copy  of  DTLL's  Form  10-K  for  the year ended December 31, 2004
(including  all  of  the  exhibits thereto), DTLL's Financial Statements, DTLL's
Form  10-Q  for the quarter ended  September 30, 2005 and DTLL's current reports
on  Form  8-K.  Purchaser  has  had  an  opportunity to discuss DTLL's business,
management  and  financial  affairs  with  qualified  representatives  of DTLL's
management  and  to ask questions about DTLL's business and prospects. Purchaser
understands  that such discussions, as well as the written information issued by
the  Company,  were intended to describe the aspects of DTLL's business which it
believes to be material and all such questions have been answered to Purchaser's
satisfaction.
3.6     Restricted  Securities.  Purchaser  understands that the Shares have not
        ----------------------
been  registered  under  the Securities Act. The purchase and sale of the Shares
pursuant to this Agreement is being made pursuant to appropriate exemptions from
the  registration and prospectus requirements of the securities rules. Purchaser
understands that the Shares are a "restricted security" under applicable federal
and  state  securities  laws.
3.7     Accredited  Investor. Purchaser is an "accredited investor" as that term
        --------------------
is  defined  in Rule 501(a) of Regulation D promulgated under the Securities Act
and  is an investor familiar with the types of risks inherent in the acquisition
of  the  Shares.  By reason of Purchasers' knowledge and experience in financial
and  business  matters  in  general, and investments of this type in particular,
Purchaser  is capable of evaluating the merits and risks of an investment in the
Shares,  and  can  afford  to bear such risks, including the risks of losing the
entire  investment.
4.     Miscellaneous.
       -------------
4.1     Survival of Warranties. The representations, warranties and covenants of
        ----------------------
     the  Company,  RBL  and  Purchaser  contained  in  or made pursuant to this
Agreement  shall  survive  the  Closing;  provided  that the representations and
warranties  of  the  Company  and  RBL contained in Sections 2.6, 2.7, 2.8, 2.9,
2.11,  2.12,  2.13,  2.14  and  2.16 shall survive for a period of two years (it
being understood that all other representations and warranties shall survive for
the  applicable  statute  of  limitations).
4.2     Successors  and  Assigns.  The  provisions  of  this  Agreement shall be
        ------------------------
binding upon and inure to the benefit of the parties hereto and their respective
successors  and  assigns;  provided that neither the Company nor RBL may assign,
delegate  or  otherwise  transfer  any  of  its rights or obligations under this
Agreement  without  the  consent  of  Purchaser.  Except  as provided under this
Section 5, neither this Agreement nor any provision hereof is intended to confer
upon  any Person other than the parties hereto any rights or remedies hereunder.
4.3     Governing  Law.  This Agreement shall be governed by and construed under
        --------------
the  laws of the State of Illinois, without regard to principles of conflicts of
laws  and  rules  of  such  state.
4.4     Counterparts.  This  Agreement  may  be  executed  in  two  or  more
        ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
        ----
together  shall  constitute  one  and  the  same  instrument.
4.5     Titles  and  Subtitles.  The titles and subtitles used in this Agreement
        ----------------------
are  used  for  convenience  only  and are not to be considered in construing or
interpreting  this  Agreement.
4.6     Notices.  Unless  otherwise  provided,  any notice required or permitted
        -------
under  this  Agreement shall be given in writing and shall be deemed effectively
given (i) upon personal delivery to the party to be notified, (ii) four (4) days
after  deposit  with  the  United States Post Office, by registered or certified
mail, postage prepaid, or (iii) one day after deposit with a reputable overnight
courier  service  and  addressed  to  the  party  to  be notified at the address
indicated  for such party on the signature page hereof, or at such other address
as  such  party  may  designate  by ten (10) days' advance written notice to the
other  parties,  with a copy for Purchaser to April Frisby, Weed & Co and Seller
RBL  to  Connelly  etal.
4.7     Entire  Agreement;  Amendments  and Waivers. This Agreement  constitutes
        -------------------------------------------
the full and entire understanding and agreement among the parties with regard to
the  subjects  hereof.  Any  term  of  this  Agreement  may  be  amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular  instance  and  either retroactively or prospectively), only with the
written  consent  of  the  Company,  RBL  and Purchaser. Any amendment or waiver
effected  in  accordance with this Section 5.7 shall be binding upon each holder
of  any  securities purchased under this Agreement at the time outstanding, each
future  holder  of  all  such  securities,  and  the  Company  and  RBL.
4.8     Severability. If one or more provisions of this Agreement are held to be
        ------------
unenforceable  under  applicable law, such provision shall be excluded from this
Agreement  and  the  balance  of  the  Agreement shall be interpreted as if such
provision  were  so  excluded  and  shall  be enforceable in accordance with its
terms.
4.9     Expenses.  Each party to this Agreement shall pay all costs and expenses
        --------
incurred  by such party with respect to the negotiation, execution, delivery and
performance  of  this  Agreement  and  the  ancillary  documents.
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  above  written.

PURCHASER:

ISLAND  RESIDENCES  CLUB,  INC

By:  /s/Graham  Bristow
     ------------------
Its:  Director/CEO
      ------------



RICHARD  WOODS


By:  /s/Richard  Woods
     -----------------
Name:  individual
Richard  Woods



SELLER:


ROTATE  BLACK  LLC



By:  /s/John  W.  Paulsen
     --------------------
Name:  John  W.  Paulsen
Its:  Managing  Director