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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000809/0001005477-00-005584/0001005477-00-005584.txt : 20000921
<SEC-HEADER>0001005477-00-005584.hdr.sgml : 20000921
ACCESSION NUMBER:		0001005477-00-005584
CONFORMED SUBMISSION TYPE:	SB-2/A
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20000809

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GAMECOM INC
		CENTRAL INDEX KEY:			0001085243
		STANDARD INDUSTRIAL CLASSIFICATION:	 [7389
]		IRS NUMBER:				931207631
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		SB-2/A
			SEC ACT:		
			SEC FILE NUMBER:	333-41214
			FILM NUMBER:		689956
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		440 NORTH CENTER
				CITY:			ARLINGTON
				STATE:			TX
				ZIP:			76011
				BUSINESS PHONE:		8172650440
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		440 NORTH CENTER
					CITY:			ARLINGTON
					STATE:			TX
					ZIP:			76011
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>SB-2/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AMENDMENT NO. 1 TO SB-2
<TEXT>


AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2000.

                                                      REGISTRATION NO. 333-41214

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
                                AMENDMENT NO. 1
                                       TO
                                    FORM SB-2
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------

                                  GAMECOM, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

          TEXAS                           5092                        93-1207631

(State or other jurisdiction of     (Primary standard              (IRS employer
incorporation or organization)   industrial classification        identification
                                      code number)                    number)

                                440 North Center

                             Arlington, Texas 76011

                                 (817) 261-GAMZ
          (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
             AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                440 North Center

                             Arlington, Texas 76011

                                 (817) 261-GAMZ
(ADDRESS OF PRINCIPAL PLACE OF BUSINESS OR INTENDED PRINCIPAL PLACE OF BUSINESS)

                     L. Kelly Jones, chief executive officer
                                440 North Center
                             Arlington, Texas 76011
                                 (817) 261-GAMZ
       (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
                        AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

                              DAVID C. THOMAS, ESQ.
                               185 Madison Avenue
                                   10th Floor
                               New York, NY 10016
                                 (212) 725-4423
                               (212) 684-9022 Fax
                                COUNSEL TO ISSUER

                                   ----------

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
        PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.


                                       1
<PAGE>

                                   ----------

IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434, CHECK
THE FOLLOWING BOX. |_|

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                                                PROPOSED          PROPOSED
                                                  AMOUNT TO     MAXIMUM           MAXIMUM             AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE           BE            OFFERING PRICE    AGGREGATE           REGISTRATION
REGISTERED                                        REGISTERED    PER SECURITY      OFFERING PRICE      FEE
==================================================================================================================
<S>                                               <C>           <C>               <C>                  <C>
Common Stock, $.005 Par Value(1)                  30,612,245    $ 0.49            $15,000,000          $3,960.00
- ------------------------------------------------------------------------------------------------------------------
Common Stock, $.005 Par Value (1)(2)               3,061,225    $ 0.49               $150,000             $39.60
- ------------------------------------------------------------------------------------------------------------------
Common Stock, $.005 Par Value(3)                     245,000    $ 1.00               $245,000             $64.68
- ------------------------------------------------------------------------------------------------------------------
Common Stock, $.005 Par Value(4)                     245,000    $0.625               $153,125              40.43
- ------------------------------------------------------------------------------------------------------------------
Total Registration and Fee..............................................................               $4,104.71
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Based upon the average of the bid and asked prices of GameCom, Inc. common
stock as reported on the OTC Bulletin Board on June 26, 2000, pursuant to Rules
457(c) and (g) of the Securities Act of 1933.

(2) Issuable upon the exercise of common stock purchase warrants issuable to
Swartz Private Equity, LLC. The warrants are issuable to Swartz from time to
time when GameCom exercises its put right to sell shares of common stock to
Swartz. The exercise price of a warrant will be equal to 110% of the market
price on the date that GameCom exercises its put right to sell shares of its
common stock to Swartz.

(3) Issuable upon the exercise of common stock purchase warrants issued to
Swartz Private Equity, LLC, on April 14, 2000. The exercise price of the
warrants is initially $1.00, but is subject to downward adjustment under certain
circumstances. On each six month anniversary of the date of issuance, GameCom
will calculate a reset exercise price that will be equal to 100% of the lowest
closing bid price of the common stock for the five trading days ending on the
six month anniversary date. The exercise price will be equal to the lowest reset
exercise price determined on any six month anniversary of the date of issuance
preceding the date on which the warrant is exercised, subject to anti-dilution
adjustments.

(4) Issuable upon the exercise of common stock purchase warrants issued to
Swartz Private Equity, LLC, on April 14, 2000. The exercise price of the
warrants is initially $0.625, but is subject to downward adjustment under
certain circumstances. On each six month anniversary of the date of issuance,
GameCom will calculate a reset exercise price that will be equal to 100% of the
lowest closing bid price of the common stock for the five trading days ending on
the six month anniversary date. The exercise price will be equal to the lowest
reset exercise price determined on any six month anniversary of the date of
issuance preceding the date on which the warrant is exercised, subject to
anti-dilution adjustments.

Pursuant to Rule 416 under the Securities Act, such additional number of shares
of Common Stock subject to the Warrants are also being registered to cover any
adjustment resulting from stock splits, stock dividends or similar transactions.
The indeterminate number of additional shares shall be issuable pursuant to Rule
416 to prevent dilution resulting from stock splits, stock dividends or similar
transactions.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.


                                       2
<PAGE>

                            [Logo of GameCom, Inc.]

                                   PROSPECTUS

                                  GameCom, Inc.

             440 North Center, Arlington, Texas 76011 (817) 265-0440

                 The Resale of 34,163,470 Shares of Common Stock

   The selling price of the shares will be determined by market factors at the
                             time of their resale.

This prospectus relates to the resale by the selling shareholders of up to
34,163,470 shares of common stock. The selling shareholders may sell the stock
from time to time in the over-the-counter market at the prevailing market price
or in negotiated transactions. Of the shares offered,

      o     up to 30,612,245 shares are issuable to Swartz Private Equity, LLC
            based an Investment Agreement dated as of June 1, 2000, and

      o     up to 3,551,225 shares are issuable upon the exercise of warrants
            issued or issuable to Swartz under the Investment Agreement

We will receive no proceeds from the sale of the shares by the selling
shareholders. However, we may receive up to $15 million of proceeds from the
sale of shares to Swartz, and we may receive additional proceeds from the sale
to Swartz of shares issuable upon the exercise of any warrants that Swartz may
exercise.

Our common stock is quoted on the over-the-counter Electronic Bulletin Board
under the symbol GAMZ. On August 7, 2000, the average of the bid and asked
prices of the common stock on the Bulletin Board was $0.46 per share.

Investing in the common stock involves a high degree of risk. You should not
invest in the common stock unless you can afford to lose your entire investment.
See "Risk Factors" beginning on page 7 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                  The date of this prospectus is August 8, 2000


                                       3
<PAGE>

Please read this prospectus carefully. It describes our company, finances,
products and services. Federal and state securities laws require us to include
in this prospectus all the important information that you will need to make an
investment decision.

You should rely only on the information contained or incorporated by reference
in this prospectus to make your investment decision. We have not authorized
anyone to provide you with different information. The selling shareholders are
not offering these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus is accurate as of any
date other than the date on the front page of this prospectus.

The following table of contents has been designed to help you find important
information contained in this prospectus. We encourage you to read the entire
prospectus.

Table of Contents

Prospectus Summary.............................................................5

   Our Business................................................................5

   Our Investment Agreement....................................................6

   Key Facts...................................................................6

   Summary Financial Data......................................................7

Management's Discussion and Analysis of Financial Condition
   and Results of Operations ..................................................7

Risk Factors..................................................................10

Use of Proceeds...............................................................15

Price Range of Common Stock...................................................15

Dividend Policy...............................................................16

Forward-looking Statements....................................................16

Business......................................................................16

Selling Shareholder...........................................................21

Plan of Distribution..........................................................24

Management....................................................................24

Certain Transactions..........................................................29

Legal Proceedings.............................................................29

Description of Securities.....................................................29

Legal Matters.................................................................32

Experts.......................................................................32

Where You Can Find More Information...........................................32


                                       4
<PAGE>

Some of the statements contained in this prospectus, including statements under
"Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business," are
forward-looking and may involve a number of risks and uncertainties. Actual
results and future events may differ significantly based upon a number of
factors, including:

      o     that we have had significant losses ever since starting business and
            we expect to continue losing money for some time;

      o     that network-enabled games, our only business, is a new line of
            business for us;

      o     that we expect competition from companies that are much larger and
            better financed than we are;

      o     that we cannot be sure our product will be accepted; and

      o     that we are in default on loans from several of our shareholders.

In this prospectus, we refer to GameCom, Inc. as we or GameCom, and Swartz
Private Equity, LLC as Swartz.

                               Prospectus Summary

This summary highlights information contained elsewhere in this prospectus. This
summary is not complete and does not contain all of the information you should
consider before investing in the common stock. You should read the entire
prospectus carefully, including the "Risk Factors" section.

                                  Our Business

We produce and market a unique gaming machine enclosed in a kiosk, which allows
a player to compete against other players at the same location or over the
internet, at another kiosk located anywhere in the world. Our 'Net GameLink(TM)
system is designed for installation at a relatively modest cost in neighborhood
arcade-like gaming centers and social bars. It consists of computers, a
networking system, and specially-designed networked kiosks that allow our
patrons to play interactive 3D games with either other users at the same
location or users at a remote location. Customers pay for their use of the
system through a plastic debit card. Each card is prepaid and is credited with a
certain amount of playing time. Alternatively, customers can use their credit
cards or insert bills into the kiosk.

We began operations in 1996 with the intent of operating a brewpub/microbrewery
restaurant. In the course of that business we acquired rights to the 'Net
GameLink (TM) system. Our restaurant operations proved unsuccessful due to


                                       5
<PAGE>

restrictive alcoholic beverage laws and for other reasons, and in 1999 we closed
down those operations and began to focus exclusively on our gaming system.

In February, 2000, we changed our jurisdiction of incorporation from Nevada to
Texas.

We maintain our principal office at 440 North Center, Arlington, Texas 76011,
and our telephone number is (817) 261-GAMZ.

We currently have our system operating at one location in Texas. We have
completed beta testing and are ready to begin marketing our system to customers.

                            Our Investment Agreement

We have entered into an Investment Agreement with Swartz to raise up to $15
million through a series of sales of our common stock to Swartz. The dollar
amount of each sale is limited by our common stock's trading volume. A minimum
period of time must occur between sales. In turn, Swartz will either sell our
stock in the open market, sell our stock to other investors through negotiated
transactions or hold our stock in its own portfolio. This prospectus covers the
resale of our stock by Swartz either in the open market or to other investors.

                                    Key Facts

Total shares outstanding prior to              12,091,118(1) as of
the offering                                   August 7, 2000

Shares being offered for resale to the public  34,163,470(2)

Total shares outstanding after the offering    46,254,588

Price per share to the public                  Market price at time of resale.

Total proceeds raised by offering              None; however, we may receive up
                                               to $15 million from the sale of
                                               the shares to Swartz, and we may
                                               receive additional amounts from
                                               the sale of shares to Swartz if
                                               Swartz exercises any of the
                                               warrants issued under the
                                               Investment Agreement.


Use of proceeds from the sale of the shares    We plan to use the proceeds for
to Swartz                                      working capital and general
                                               corporate purposes.

OTC Bulletin Board Symbol                      GAMZ

(1) Does not include shares underlying warrants issued to Swartz in connection
with the Investment Agreement;

Also does not include any shares underlying warrants that we may issue to Swartz
in the future under the Investment Agreement.

(2) Includes

      o     up to 30,612,245 shares that may be issued to Swartz under the
            Investment Agreement,

      o     up to 490,000 shares underlying warrants issued to Swartz under the
            Investment Agreement, and

      o     up to 3,061,225 shares underlying warrants that we may issue to
            Swartz in the future pursuant to the Investment Agreement.


                                       6
<PAGE>

                             Summary Financial Data

The information below should be read together with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the financial
statements and notes to financial statement included elsewhere in this
prospectus.

<TABLE>
<CAPTION>
                                        Year Ended December 31,      Three Months ended
                                                                         March 31
                                               1998        1999         1999          2000
                                               ----        ----         ----          ----
<S>                                      <C>          <C>         <C>          <C>
Revenue                                     461,857       5,431        8,324            --
Operating Expenses                        1,385,510     342,839       87,152        94,435
Net Loss                                 (1,385,813)   (361,880)  $ (106,193   $   (94,435)
Basic (loss) per common share                (0.164)     (0.038)  $    (.012)  $    (0.008)
Weighted average number of
 common shares outstanding                8,435,721   9,581,072    8,522,703    11,922,150
</TABLE>

Balance Sheet Data:
                                                           March 31, 2000
Working capital                                                    $ (1,143,444)
Total assets                                                            111,286
Total liabilities                                                     1,159,188
Shareholders' equity                                                 (1,055,429)

     Management's Discussion and Analysis of Financial Condition and Results
                                 of Operations

The following discussion of our financial statements should be read in
conjunction with the financial statements and notes to those statements.

Overview.

We were capitalized in 1996 to develop, own, and operate theme
brewpub/microbrewery restaurants. Until March of 1997 when we acquired, and July
1, 1997 when we began operating, the former Hubcap Brewery & Kitchen in Dallas,
Texas, we had no operations or revenues and our activities were devoted solely
to development.

In January, 1999, we terminated our brewpub/microbrewery restaurant operations.
Future revenues and profits will depend upon various factors, including market
acceptance of 'Net GameLink(TM), and general economic conditions. Presently our
only source of revenue is the future sale of 'Net GameLink(TM) systems and from
associated royalties. We have not received any revenue to date from either
royalties from operations of systems we own or the sale of our systems to
others. We expect to receive the first revenue from operations of our own system
during the third quarter of 2000, and to receive the first revenue from a sale
of the system to a third party during the third quarter as well.

We cannot give any assurance that that we will successfully implement our
expansion plans, including the 'Net GameLink(TM) entertainment concept. We face
all of the risks, expenses, and difficulties frequently encountered in
connection with the expansion and development of a new business. These include

      o     limited working capital and the need to devote a substantial amount
            of management's time to raising capital rather than development of
            the business,

      o     difficulties in maintaining delivery schedules if and when volume
            increases,

      o     the need to develop support arrangements for systems at widely
            dispersed physical locations,

      o     the need to control operating and general and administrative
            expenses, and

      o     the need to spend substantial amounts on initial advertising to
            develop an awareness of us and our products.

In addition, our chief executive officer is a practicing attorney with no
training or prior experience in managing or overseeing a public company.

Results of Operations.


                                       7
<PAGE>

Quarter ended March 31, 2000 compared to quarter ended March 31, 1999.

These two periods are in no way comparable. The quarter ended March 31, 1999
reflects our unsuccessful efforts to develop our brewpub/microbrewery business,
whereas the quarter ended March 31, 2000 reflects a redirection of our efforts
from the discontinued business to the development of the our 'Net GameLinkTM
System. For the quarter ended March 31, 2000 we had essentially no revenues.
Administrative costs of $66,113 for the quarter ended March 31, 2000 compared to
$28,836 for the quarter ended March 31, 1999 reflect professional fees incurred
in connection with registration of our common stock under the Securities
Exchange Act of 1934 and forfeiture of a security deposit under a lease as the
result of the decision in January, 1999 to terminate the brewpub/microbrewery
operations. The reduction in interest charges from $55,200 for the quarter ended
March 31, 1999 to $17,500 for the quarter ended March 31, 2000 reflects the
elimination of bank debt, an agreement by holders of other indebtedness to
accept a one-time issuance of common stock in lieu of accrued and future
interest and the issuance in 2000 of 100,000 shares of Common Stock to our chief
executive officer as compensation for personally guaranteeing a bank borrowing
of $20,000.

Connect Computer Group, Inc., the firm which has been largely responsible for
developing our kiosk and computer systems, has done its development work on the
basis of an oral understanding or "gentleman's agreement" with our chief
executive officer. Under this agreement, if we are successful in marketing the
product Connect Computer will be issued a significant equity position in the
Company. The amount of that equity position has not yet been determined. If
marketing of the product is not successful, Connect Computer will not be
entitled to any shares for its efforts. The parties have not explicitly agreed
upon any method for determining whether marketing of the product has been
successful. There is considerable uncertainty as to both the standards for
determining whether any shares are issuable and the number of shares, if any,
that we may have to issue for these services. However, we have made a charge to
our earnings for those services based on our estimate of the number of shares we
will ultimately have to issue for those services. Later negotiations may result
in significant adjustments to these estimates.

Fiscal year ended December 31, 1999 compared to fiscal year ended December 31,
1998.

These two periods are also in no way comparable. The fiscal year ended December
31, 1998 reflects our unsuccessful efforts to develop its brewpub/microbrewery
business, whereas fiscal year 1999 reflects a redirection of our efforts from
the discontinued business to the development of our 'Net GameLink(TM) System.
For the fiscal year ended December 31, 1999 we had essentially no revenues.
Administrative costs of $409,999 for the fiscal year ended December 31, 1999
compared to $1,002,192 for the fiscal year ended December 31, 1998 reflect the
decision in January, 1999 to terminate the brewpub/microbrewery operations. We
recorded a $143,781 gain on the sale of equipment for the fiscal year ended
December 31, 1999. This gain was recorded because, as described below, the
guarantors of our bank debt secured by that equipment forgave approximately
$65,000 in indebtedness when they acquired the bank's security interest in that
equipment upon payment of that indebtedness, and later disposed of the equipment
to reimburse themselves for a portion of these payments. The $41,336 reduction
in interest charges for the fiscal year ended December 31, 1999 reflects that
elimination of bank debt as described above and an agreement by holders of other
indebtedness to accept a one-time issuance of common stock in lieu of accrued
and future interest. The value of that common stock is shown as finance charges
for the applicable periods.

Liquidity and Capital Resources. As of March 31, 2000 our liquidity position was
extremely precarious. We had current liabilities of $1,208,481, including

      o     $773,776 in trade payables, most of which were overdue,

      o     short-term notes payable to shareholders of $360,500, most of which
            were either demand indebtedness or were payable at an earlier date
            and were in default, and

      o     bank debt of $20,000 and related accrued interest on the notes.

Current assets available to meet those liabilities were only $2,606.

To date we have met their capital requirements through


                                       8
<PAGE>

      o     capital contributions,

      o     loans from principal shareholders and officers,

      o     bank borrowings, and

      o     private placement offerings.

For the quarter ended March 31, 2000, our net loss was $94,435, of which only
$33,516 was accounted for by non-cash charges. In addition, we made capital
expenditures of $1,512 resulting in total cash requirements for the quarter of
approximately $62,431. To cover most of these cash requirements, we allowed
accounts payable and accrued expenses to increase by $49,293, and drew down our
cash by $13,138. For the fiscal year ended December 31, 1999, our net loss was
$361,880, of which only $84,306 was accounted for by non-cash charges. In
addition, we were required to repay bank and other borrowings in the amount of
$285,327, and made capital expenditures of $41,237 resulting in total cash
requirements for the fiscal year of approximately $604,138. To cover most of
these cash requirements, we allowed accounts payable and accrued expenses to
increase by $247,530, disposed of assets relating to the closed-down brewpub
operation for a gain of $143,781, and issued additional shares of our common
stock to investors for approximately $135,000.

At the time the operations of First Brewery of Dallas, Inc. were terminated, all
of that subsidiary's assets were pledged to secure a debt to SecurityBank of
Arlington, Texas. Our directors and another individual had personally guaranteed
that debt. Upon termination of the brewpub/microbrewery operations the
guarantors were required to pay the debt to the bank, and upon payment the bank
assigned our notes and the related security to the guarantors. The guarantors
accepted the subsidiary's assets in full satisfaction of the debt, and later
sold the assets securing to third parties at a loss. The effect of these
transactions is included in the $143,781 gain on sale of assets for the year
ended December 31, 1999.

In December, 1999, we borrowed $20,000 on an unsecured basis from a bank. Our
chief executive officer personally guaranteed this loan. The loan was increased
to $50,000 on June 23, 2000. It now matures on December 23, 2000.

On June 21, 2000, we placed First Brewery of Dallas, Inc. into voluntary
liquidation under Chapter 7 of the Bankruptcy Act. When that proceeding is
concluded, our consolidated balance sheet will be improved by the elimination of
$524,111 in trade payables, as those amounts are owed solely by the subsidiary.
The bankruptcy will not affect our debt service requirements, as all
interest-bearing debt is owed by the parent company, and not the subsidiary.

On June 1, 2000 we entered into an investment agreement with Swartz to raise up
to $15 million through a series of sales of common stock. The dollar amount of
each sale is limited by the trading volume and a minimum period of time must
occur between sales. In order to sell shares to Swartz, there must be an
effective registration statement on file with the SEC covering the resale of the
shares by Swartz and we must meet several other conditions. The agreement is for
a three-year period beginning on the effective date of this registration
statement.

We have incurred recurring operating losses and negative cash flows from
operating activities and have negative working capital. We believe that our
available equity financing arrangement with Swartz will be sufficient to meet
our working capital and capital expenditure requirements for at least the next
three years. However, we cannot give any assurance that we will receive
financing from Swartz, that we will not require additional financing within this
time frame, or that additional financing, if needed, will be available on terms
acceptable to us, if at all.

Based on the interest-bearing indebtedness presently outstanding, our annual
debt service requirements without taking into account any payments of principal
are approximately $16,700. We intend to pay approximately one-half of our
interest-bearing debt pro rata promptly after receiving the proceeds from the
first few sales of shares to Swartz. This would reduce our annual debt service
requirements by one-half. If we cannot raise additional funds through the sale
of shares to Swartz or from other sources, holders of our debt (all of whom are
stockholders except for the bank loan) would be in a position to shut down our
operations.


                                       9
<PAGE>

Plan of Operations

The opinions of our independent auditor for each of the last two fiscal years
expressed substantial doubt as to our ability to continue as a going concern.
Until we are able to draw down enough financing to expand our operations more
rapidly, we plan to limit our operations by conducting marketing efforts
primarily on the basis of person-to-person contact with those who have
previously expressed an interest in its system and limiting expansion of our
operations to delivery of systems as permitted by internally-generated cash flow
and the amount of money we can draw down based on market volume. This may
require us to accept orders for new systems only on the basis of a large enough
down payment to cover the costs of manufacture of the system. This may in turn
make it difficult to market additional systems. Further, the expression of
uncertainty as to our ability to continue as a going concern may itself
adversely affect our liquidity and cash flow, since vendors who might otherwise
have been willing to extend credit may instead insist upon pre-payment or
payment on a C.O.D basis.

We expect to begin receiving revenues from operation of its present system at J.
Gilligan's during the third quarter of 2000. However, these revenues are not
expected to be enough to carry out any substantial advertising and marketing.

We will need to hire a qualified chief operating officer, and there is no
assurance that we will be able to obtain one. We recently hired a director of
marketing and a gaming technical advisor. Additional employees will be needed
during the next 12 months. At the present time, although senior management is
serving without compensation, our director of technical services, director of
marketing, and gaming technical advisor are currently receiving compensation. If
we are not able to raise the necessary funds to expand sales beyond those that
may be generated by person-to-person contact, we may be forced to terminate our
operations entirely.

                                  Risk Factors

An investment in the common stock the selling shareholders are offering to
resell is risky. You should be able to bear a complete loss of your investment.
Before purchasing any of the common stock, you should carefully consider the
following risk factors, among others.

We have had significant losses ever since starting business and we expect to
continue losing money for some time.

To date, we have incurred significant losses. At March 31, 2000, our accumulated
deficit was $2,431,906 and our working capital deficit was $ 1,143,444.

For the year ended December 31, 1999, we lost $361,880 and for the year ended
December 31, 1998, we lost $1,385,813. These losses were caused primarily by:

      o     difficulty getting licenses needed to sell beer for off-premises
            consumption for our discontinued microbrewery operations;

      o     an economic decline in the Dallas West End Historical District where
            our discontinued restaurant operations were located; and

      o     both development costs and continuing general and administrative
            expenses with no corresponding revenue during the time when we had
            shut down our other operations and were developing our 'Net
            GameLink(TM) concept.

Network-enabled games, our only business, is a new line of business for us.

Our only source of revenue to date has been our restaurant/brewpub business,
which we closed in 1999. Management has no prior experience in developing and
implementing network-enabled games or any other electronically based products.


                                       10
<PAGE>

We expect competition from companies that are much larger and better financed
than we are.

We believe our primary competition will be from large gaming centers being
established by companies such as GameWorks. GameWorks:

      o     has far greater financial and technical resources than we have, and

      o     has created an entire establishment devoted to various forms of
            gaming, including virtual reality games.

We do not know of any other companies presently offering systems such as 'Net
GameLink(TM), but there are few barriers to entry and therefore competition
could be intense from yet-to-be created companies.

We cannot be sure our product will be accepted.

We have not carried out any marketing studies to determine how well our product
will be accepted. Our product may not be accepted on a sufficiently wide basis
to allow production in the quantities needed to make us profitable. Although
arcade and computer games are an established form of entertainment, and although
third-party research indicates that interactive Internet gaming is a soon-to-be
burgeoning form of entertainment, at present 'Net GameLink(TM) is a new and
unique concept that has been subject to limited beta-testing. We have used only
one beta site, and that site was also used for eliminating technical bugs. This
limited test marketing is too small to reach firm conclusions about acceptance
of the product in a wider geographic market.

We are in default on loans from several of our shareholders.

Several of our shareholders have made loans to us and hold notes for these loans
which we have been unable to repay. The shareholders are legally entitled to sue
us at any time for the amounts we owe them. We do not believe they will sue us,
since that would probably caused the value of the stock the hold to go down.
However, if one or more of the shareholders were to sue us we might be forced to
go out of business.

One of our shareholders holds a note that could require us to issue him a large
number of shares of common stock.

We have issued $103,500 in principal amount of promissory notes providing for a
per diem issuance of common stock as a penalty for late payment. We are in
default under that note. As of December 31, 1999, the per diem issuance would be
in excess of 2,800,000 shares of our common stock. Should the holder of the note
prevail in any litigation to enforce this penalty, the shares issuable under the
penalty provisions would result in the holder's becoming our largest single
shareholder. Further, depending upon how long it took to resolve the issue, an
adverse decision could result in that holder's becoming a controlling
shareholder.

Our product is not protected by patents.

Although we have filed a patent for a "network-enabled gaming kiosk," to date
the patent has not been granted, and even if it is granted it may not give us
enough protection to exclude potential competitors.

We depend on others to provide our computer games.

We do not develop our own computer games; we license these games from others.
Although we have been well-received in preliminary discussions with computer
game manufacturers and distributors about the availability of games at a
reasonable or no license fee for use on 'Net GameLink(TM) entertainment systems,
we cannot give any assurance that we will be able to license the most desirable
games at commercially reasonable terms and prices. If we are unable to get the
games at reasonable prices, our costs of operation will go up.

We may have difficulty expanding our operation for production in volume.


                                       11
<PAGE>

If we are to become profitable, we will have to move from limited operations at
a single beta site to volume production. We cannot give any assurance that we
will be able to successfully implement our expansion plans, including the 'Net
GameLinkTM entertainment concept. We will have all of the risks, expenses, and
difficulties frequently encountered in connection with the expansion and
development of a new business. These include

      o     difficulties in maintaining delivery schedules if and when volume
            increases,

      o     the need to develop support arrangements for systems at widely
            dispersed physical locations,

      o     the need to control operating and general and administrative
            expenses and

      o     the need to spend substantial amounts on initial advertising to
            develop an awareness of the Company and its products.

In addition, our chief executive officer is a practicing attorney with no
training or prior experience in managing or overseeing a public company. We will
will need to hire a qualified chief operating officer, and there is no assurance
that we will be able to obtain one.

We may have difficulty moving from one-at-a-time to volume production of our
product.

We have not yet begun to produce our 'Net GameLink(TM) entertainment system in
quantity. The current kiosks were constructed by one manufacturer who can
effectively control production, price, delivery dates, etc. Although we are
discussing the production of 'Net GameLink(TM) kiosks with other kiosk
manufacturers to satisfy market demand, we cannot give any assurance that we
will be able to produce enough 'Net GameLink(TM) entertainment systems to keep
up with potential demand. If we are not able to produce enough systems to meet
demand, we may lose customers and our revenue would suffer.

The technology and our industry is changing rapidly and we may not have money or
expertise to remain current.

While we believe we have acquired the latest technology for our 'Net
GameLink(TM) entertainment concept, the technology is changing rapidly. So far
we have relied on outside sources to develop our technology and we cannot give
any assurance that new technology and software can be developed in the future to
compete in the marketplace. Companies with which the Company will compete could
have greater resources -- both money and expertise -- for internal development
and we may not be able to acquire the new technology as it is developed in the
future.

The entertainment industry carries some risks that are not shared by other
businesses.

Consumer spending in the entertainment industry is largely discretionary. As a
result, companies and that industry are subject to risks that are not present
where the product or service being produced is more of a necessity. These risks
include:

      o     competition for customers both within a category and between
            categories of alternative forms of entertainment,

      o     substantial media advertising costs needed to enhance or create a
            demand for the product or service,

      o     disproportionate impact of deflation or inflation, employment and
            wage levels, changes in local markets or economic conditions, and

      o     changes in customer tastes.

As a result, our revenue may vary more as a result of factors beyond our control
than would be the case in other industries.


                                       12
<PAGE>

It is difficult to predict the impact of our proposed marketing efforts.

Our success will depend on adequate marketing resources. Our marketing plan
includes advertising and promotional materials, advertising campaigns in both
print and broadcast media, and cooperative marketing arrangements with the
hospitality industry, and other complimentary entertainment and attraction
related operations. We cannot give any assurance that these marketing efforts
will be successful.

We depend heavily on the continued service of our chief executive officer.

We place substantial reliance upon the efforts and abilities of L. Kelly Jones,
our chief executive officer. The loss of Mr. Jones's services could have a
serious adverse effect on our business, operations, revenues or prospects. Mr.
Jones is a practicing attorney and his services as chief executive officer are
performed on a part-time basis. We cannot give any assurance that he will
continue to devote the necessary time to our business to bring our plans to
completion. We do not have an employment agreement with Mr. Jones or maintain
any key man insurance on his life, and we do not intend to maintain any key man
insurance for some time.

Our management will have broad discretion in the use of proceeds we receive from
the sale of shares to Swartz.

We will not receive any other proceeds of this offering, but we may receive
proceeds of the sale of shares to Swartz under our financing agreement with
them. Management has broad discretion to adjust the application and allocation
of the net proceeds of shares sold to Swartz in order to address changed
circumstances and opportunities. As a result, our success will be substantially
dependent upon the discretion and judgment of our management in determining how
to apply and allocate those proceeds.

We do not expect to pay dividends for some time, if at all.

No dividends have been paid on the Common Stock. We expect that any income
received from operations will be devoted to our future operations and growth. We
do not expect to pay cash dividends in the near future. Payment of dividends
would depend upon our profitability at the time, cash available for those
dividends, and other factors.

A majority of our shareholders can elect all of our directors.

There is no cumulative voting for the election of directors of the Company. As a
result, the holders of a majority of our outstanding voting stock may elect all
of our directors if they choose to do so, and the holders of the remaining
shares will not be able to elect any directors. Currently, our officers and a
consultant own a substantial percentage of the shares of Common Stock
outstanding and are in a position to control our affairs, including the election
of the board of directors.

Our business is subject to economic downturns to a greater extent than other
companies' businesses might be.

Since we offer products and services that are generally considered
discretionary, an economic downturn could have adverse consequences for us.

There is only a limited market for our shares.

While there is Common Stock that is "free trading," there is only a limited and
relatively "thin" market for that Common Stock. We cannot give any assurance
that an active public market will develop or be sustained. This means you might
have difficulty liquidating your investment if that becomes necessary.

We may not have enough funding to complete our business plan.

We expect that our major source of funding over the next 36 months will be our
financing arrangement with Swartz. We may need additional financing to fully
implement our business plan. We believe the private equity line will be
sufficient to maintain our operations for at least the next 36 months, but the
amount available under that line is based


                                       13
<PAGE>

upon trading volume, which is beyond our control. If trading volume were to
decline significantly, or not to increase as expected, we might not be able to
draw down enough funds under that line to finance demand for our product. As a
result, we may need to seek financing above that provided by Swartz's private
equity line. We cannot give any assurance that this additional financing could
be obtained of attractive terms or at all. In addition, our ability to raise
additional funds through a private placement may be restricted by SEC rules
which limit a company's ability to sell securities similar to those being sold
in a registered offering (such as that contemplated by Swartz's equity line)
before the time that offering is completed or otherwise terminated.

Lack of funding could force us to curtail substantially or cease our operations.
Based on our potential rate of cash operating expenditures and our current
plans, we expect our cash requirements for the next 36 months may need to come
primarily from the proceeds of the Investment Agreement with Swartz. However,
our ability to raise funds under the Investment Agreement is subject to several
conditions. These conditions include the continuing effectiveness of a
registration statement covering the resale of the shares sold under the
Investment Agreement and a limitation on the number of shares we may issue based
on the volume of trading in the common stock. We expect that our future cash
requirements may be fulfilled by improved sales of products and services, the
sale of additional equity securities, debt financing and/or the sale or
licensing of certain of our technologies. However, there can be no assurance
that any future funds required in excess of the proceeds of the Investment
Agreement will be generated from operations or from the aforementioned or other
potential sources. There can also be no assurance that the required funds, if
available, will be available on attractive terms or that the terms under which
they are raised will not significantly dilute the interests of our existing
shareholders.

The market in which we compete is subject to rapid technological change.

Technology in the electronic gaming industry changes rapidly, and our products
and services, as well as the skills of our employees, could become obsolete
quickly. Our success will depend, in part, on our ability to improve our
existing products and develop new products that address the increasingly
sophisticated and varied needs of our current and prospective customers, and
respond to technological advances, emerging industry standards and practices,
and competitive service offerings.

Our stock price is volatile.

The market price of our common stock has been and is likely to continue to be
volatile and could be subject to wide fluctuations in response to quarterly
variations in operating results, announcements of technological innovations or
new products by us or our competitors, changes in financial estimates by
securities analysts, overall equity market conditions or other factors that are
mostly beyond our control. Because our stock is more volatile than the market as
a whole, our stock is likely to be disproportionately harmed by factors that
harm the general securities markets, such as economic turmoil and military or
political conflict, even if those factors do not relate to our business. In the
past, securities class action litigation has often been brought against
companies after periods of volatility in the market price of their securities.
If securities class action litigation is brought against us it could result in
substantial costs and a diversion of management's attention and resources, which
would hurt our business.

Trading in our common stock on the OTC Bulletin Board may be limited.

Our common stock trades on the OTC Bulletin Board. The OTC Bulletin Board is not
an exchange and, because trading of securities on the OTC Bulletin Board is
often more sporadic than the trading of securities listed on an exchange or
Nasdaq, you may have difficulty reselling any of the shares that you purchase
from the selling shareholders.

Our common stock is subject to penny stock regulation.

Our common stock is subject to regulations of the Securities and Exchange
Commission relating to the market for penny stocks. These regulations generally
require broker-dealers who sell penny stocks to persons other than established
customers and accredited investors to deliver a disclosure schedule explaining
the penny stock market and the risks associated with that market. These
regulations also impose various sales practice requirements on


                                       14
<PAGE>

broker-dealers. The regulations that apply to penny stocks may severely affect
the market liquidity for our securities and that could limit your ability to
sell your securities in the secondary market.

A significant percentage of our common stock is held by our directors and
executive officers, who can significantly influence all actions that require a
vote of our shareholders.

Our directors and executive officers currently own approximately 25.5% of our
outstanding common stock and have options on an additional 1,199,000 shares. As
a result, management is in a position to influence significantly the election of
our directors and all other matters that are put to a vote of our shareholders.

The exercise of options and warrants could depress our stock price and reduce
your percentage of ownership.

If all of the warrants that may be issued to Swartz under the Investment
Agreement are issued, Swartz will hold outstanding options and warrants to
3,551,225 shares of common stock, assuming that we issue a total of 3,061,225
warrants to Swartz under the Investment Agreement. These are in addition to the
options held by officers and employees. The number of warrants that may be
issued to Swartz under the Investment Agreement will fluctuate depending on the
price at which we put shares to Swartz, which in turn will depend on the market
price at the time of the puts. In the future, we may grant more warrants or
options under stock option plans or otherwise. The exercise or conversion of
stock options, warrants or other convertible securities that are presently
outstanding, or that may be granted in the future, will dilute the percentage
ownership of our other shareholders. The "Description of Securities" section of
this prospectus provides you with more information about options and warrants to
purchase our common stock that will be outstanding after this offering.

                                 Use of Proceeds

We will not receive any proceeds from the sale of the shares by the selling
securityholders. However, we may receive additional proceeds from the sale to
Swartz of shares issuable upon the exercise of warrants issued or to be issued
to Swartz under the Investment Agreement. We intend to use the proceeds from the
sale of the shares to Swartz and the exercise of warrants by Swartz for working
capital and general corporate purposes.

                           Price Range of Common Stock

Our common stock is traded on the OTC Electronic Bulletin Board. The following
table sets forth the high and low bid prices of our common stock for each
quarter for the years 1998 and 1999 and the first quarter of 2000 through June
26, 2000. As of June 26, 2000, there were 93 holders of record of our common
stock.

The quotations set forth below reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

Common stock:

Year                                                  High Bid           Low Bid

1998

First Quarter                                            $1.25             $0.25
Second Quarter                                            2.25              0.25
Third Quarter                                             0.50              0.25
Fourth Quarter                                           0.875             0.375

1999

First Quarter                                           0.6875           0.09375
Second Quarter                                          1.0313              0.26
Third Quarter                                           1.2188              0.09


                                       15
<PAGE>

Fourth Quarter                                            0.70             0.065

2000

First Quarter                                             1.31              0.27
Second Quarter (through August 7, 2000)                   0.97              0.34

                                 Dividend Policy

We have never paid any dividends on our common stock. We expect to continue to
retain all earnings generated by our operations for the development and growth
of our business, and do not expect to pay any cash dividends to our shareholders
in the foreseeable future. The board of directors will determine whether or not
to pay dividends in the future in light of our earnings, financial condition,
capital requirements and other factors.

                           Forward-looking Statements

In this prospectus and in our other filings with the Securities and Exchange
Commission, in our press releases and in oral statements made with the approval
of one of our authorized executive officers, you will find words or phrases like
"will likely result," "plans," "will continue," "is anticipated," "estimated,"
"expect," "project" or "outlook" or similar expressions. You may also find
similar words or phrases in confirmations by our authorized executive officers
of expressions like these made by a third party about us. These words or phrases
are intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. We caution readers not to
place undue reliance on any of these forward-looking statements. Each speaks
only as of the date made, and these statements are subject to many risks and
uncertainties. Actual results are likely to differ materially from historical
earnings and those presently anticipated or projected. Factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements include, among others, the factors described in the
Risk Factors section of this prospectus. We are not undertaking any obligation
to release publicly revisions we make to any forward-looking statements to
reflect events or circumstances occurring after the date of those statements.
All written and oral forward-looking statements made after the date of this
prospectus and attributable to us or persons acting for us are expressly
qualified in their entirety by this discussion.

                                    Business

Business Overview

We were organized in 1996 to operate theme concept microbrewery restaurants. In
1997, we acquired First Brewery of Dallas, Inc., which operated the former
Hubcap Brewery & Kitchen of Dallas, Texas (later renamed The Schooner
Brewery(TM) brewpub). For several reasons, including relatively strict laws that
apply to craft brewers in Texas, GameCom found it difficult to develop this
initial business, and closed down its microbrewery operations in early 1999.

In December of 1997, GameCom acquired all rights to 'Net GameLink(TM), an
interactive entertainment system designed to allow a number of players to
compete with one another in a game via an intranet or the Internet. Since
closing its microbrewery operations GameCom has been devoting substantially all
of its efforts to implementing the 'Net GameLink(TM) product.


                                       16
<PAGE>

In February, 2000, we changed our jurisdiction of incorporation from Nevada to
Texas.

Our principal office is at 440 North Center, Arlington, Texas 76011, and our
telephone number is (817) 261-GAMZ.

Closed Microbrewery Operations

From 1997 to 1999, we operated a brewpub restaurant in Dallas, Texas under the
name The Schooner Brewery (TM). We received a number of awards for the quality
of our beer at national and regional competitions. Our plan was to build upon
the favorable publicity resulting from these awards to develop and expand a
craft brewing concept that would both serve our award-winning beer on-premises
and sell the beer for off-premises consumption. The Texas laws governing craft
brewing operations are highly restrictive. Under those laws an operator of a
"brewpub" (manufacturer of beer for on-premises sale and consumption) was
prohibited from operating a "microbrewery" (manufacturer of beer for
off-premises distribution and consumption). As a result, we were unable to carry
out our plan. In addition, the Dallas West End Historical District where our
restaurant was located was undergoing an economic decline at the time. The
restaurant continued to accumulate net losses, and management closed our brewpub
operations in early 1999 in favor of full-time exploitation of the 'Net
GameLink(TM) concept. Since that time our operations have been limited to
development, construction and beta-testing of the initial 'Net GameLink(TM)
prototype system at J. Gilligan's Bar and Grill in Arlington, Texas. We do not
expect to have revenues from our Internet gaming business until early in the
third quarter of 2000.

Industry Overview

The electronic gaming industry has experienced dramatic changes over the last
several years. Beginning with games played by a single user on his or her own
computer, electronic games have progressed from (i) play by two or more users on
a single computer, to (ii) play by many users over an intranet, to (iii)
simultaneous play by even more users from locations spread throughout the world
via the Internet. These changes have brought about a rapid increase in the
number of interactive electronic gamers.

Initial efforts to capitalize on the interactive Internet electronic games
market were based on the idea that players would be willing to pay directly to
participate in these games. Pogo.com began with this business model but was
unable to generate a large enough group of paying customers to make the model
profitable. Recent efforts in this area have instead been based on the media
model, in which users do not pay for the service, but the site operator sells
access to the users to advertisers.

Despite the success of some Internet gaming companies, an element has been lost
in the process of moving from the parlor to the individual user's screen -- the
element of direct social interaction. We believe that people like to talk to
each other while they play, and a computer screen is no substitute for
face-to-face communication. We have not carried out any marketing studies to
confirm this belief, but both our own observations of players during
beta-testing of our system and articles in magazines such as Forbes and USA
Today have confirmed this belief. Virtually all of the Internet gaming providers
have created some means for the players to "chat" as they are playing by typing
messages back and forth. We believe this is an inadequate substitute for the
immediate presence of a live human being. Typing simply doesn't convey the
excitement or nuances of meaning communicated by the human voice.

In response to the desire of players for direct interaction, at least one
company has constructed several large electronic gaming centers, and has
announced its intention to build many others. Like the arcades frequently seen
in suburban malls, these centers are intended to attract the hard-core
electronic gamer who is seeking to play in a social environment. Our product is
targeted at a market similar to that of the large electronic gaming centers, but
is designed for smaller-scale and more widespread use in a neighborhood setting.
The experience of the large electronic gaming centers has demonstrated that
players are willing to pay to access electronic games in the company of others.

'NET GAMELINK(TM) SYSTEM

In December, 1997, we acquired all proprietary rights in the 'Net GameLink(TM)
system from Adams Bragg & Company, Inc., a firm which had been performing public
relations services for us, in exchange for 425,000 shares


                                       17
<PAGE>

of our common stock. For financial reporting purposes, these proprietary rights
were valued by the board of directors at $2,125. At the time of acquisition, the
system was essentially little more than an idea. Over the next two years, we
worked in cooperation with Connect Computer Group, a Euless, Texas electronics
firm, to develop the hardware and communications configuration to implement this
concept. Connect Computer Group performed these services without any
out-of-pocket cash cost to the Company other than the costs of certain hardware
on the basis of an unwritten understanding that if the system were successfully
marketed Connect Computer would receive a significant equity position in our
company.

Our 'Net GameLinkTM system is designed for installation at a relatively modest
cost in neighborhood arcade-like gaming centers and social bars. It consists of
computers, a networking system, and specially-designed networked kiosks that
allow our patrons to play interactive 3D games with either other users at the
same location or users at a remote location. The gamestations feature X86 (Intel
central processing unit) compatible 3D-game hardware and software. Customers pay
for their use of the system through a plastic debit card. Each card is prepaid
and is credited with a certain amount of playing time. Alternatively, customers
can use their credit cards or insert bills into the kiosk.

Design Goals:

In designing kiosks for our system, our objectives were to

      o     remove the computer look and feel from the game play experience,

      o     use state-of-the-art sound and video systems to further enhance game
            play,

      o     provide for connection to other kiosks at the same location through
            an intranet and connection to kiosks at other locations through the
            Internet, and

      o     provide a system that would be easy to change and update.

In addition, the system had to be able to run most games on the market, permit
easy access to the games by the user, and prevent the user from obtaining access
to the computer's operating system. Selection of components for the system was
based on performance, reliability, and price, in that order.

Enclosure:

      The physical enclosure itself is 3 foot by 3 foot square and over six feet
tall with full length windows on each closed side. The kiosk enclosure is open
on one side and the windows allow the works of the systems to be seen. To
further enhance the open look of the kiosk we removed all enclosures from the
power supply and monitor. Each kiosk has three bays which are arranged
vertically. All computer equipment is mounted in the upper bay. The mid bay is
dedicated to the lighting controller/source and the lower bay holds a sub-woofer
speaker, A/C wiring and uninterruptible power source. The kiosk is made from
high-grade particle board and all corners are machined and rounded. Game
controls are mounted on two shelves in the front of the enclosure. The lower
shelf is made of the same board has the enclosure and the top is made of clear
plastic. Two handles provide support for the upper shelf and act as a light for
the lower shelf.

Computer:

The computer system is presently based on an AMD Athlon(TM) 800 MHz processor.
This is mounted on a Epox mother board with 128 megabytes of RAM (random access
memory). It uses the IDE interface (one of several methods of connecting disk
drives and other components to the computer's mother board) and a 4.5-gigabyte
hard drive. The network connection is supplied by a 3-Com 905b 100baseT card
(the faster of the two types of networking components in common use on IBM PCs).
A Creative Labs 16-megabyte accelerated video card connected to a 21 inch 27 dot
pitch (a measure of resolution) monitor supplies video. A Creative Labs Sound
Blaster


                                       18
<PAGE>

Alive sound card is used. The speakers are made by Altec Lansing and have two
small high and mid range enclosures and a bass and sub-bass enclosure.

Lighting:

Lighting is supplied from a 150 watt light generator and distributed through a
fiber optic light pipe array. The light generator has an integral dichromatic
(2-color) filter that causes the light color to shift a few times each minute.
The mounting plates for the motherboard, magnetic card reader, and joystick are
made of a plastic material that allow light to be injected that creates a glow
around the edge. Edge light fiber optic cables are used to light the inside of
the kiosk and also the motherboard mounting plate. Light pipes are also run to
the handles on each side of the lower front shelf.

User interface:

In its usual configuration, the kiosk provides for input through a keyboard, a
mouse, and a joystick. The keyboard is a standard 101 key Keytronic black
keyboard that is mounted on the lower shelf. The mouse is also black and is made
by Keytronic. The joystick is a force-feedback type manufactured by Microsoft.
The joystick connections are external to the enclosure. This allows the joystick
to be changed out for other types of game input devices. A magnetic card reader
authenticates users and deducts the appropriate amount for the user's playing
time. All input devices other than the magnetic card reader are not hard mounted
for the convenience of the user.

System Software:

The operating system software is Microsoft Windows 98. The standard TCP/IP (a
networking protocol) stack is used for network connectivity. The interface
software is written in Micromedia Director, and the user database is written
under MySql (a database programming language) running under Redhat 6.0 LINUX (an
operating system). The games themselves are stored on a LINUX server running
with SAMBA (software for integrating LINUX and Windows computers) supplying the
connectivity to the Windows environment.

Operation:

Each kiosk is a network client of the LINUX server where all games are stored.
When a user swipes his or her card through the card reader, or inserts bills
into the kiosk, the software on the kiosk makes a request of the database stored
on the server. This database maintains a record of the amount of time the user
has bought and how much he or she has used. Once the user has been authenticated
and the system has verified the user's remaining time, the server starts the
timing clock for the kiosk and allows the user to select a game. When the user's
time expires the kiosk shuts down the game. Each kiosk has a full-time
connection to the Internet and to the local network.

Interactivity:

Our system provides for interactive play among gamers at a single location via
an intranet or at widely dispersed locations via the Internet. Because our
system is intended to reach players wishing to play in a social setting, we
expect that at least initially the system's capability to allow play among
gamers at a single physical location through an intranet will be more
significant than its ability to enable play on a worldwide basis. However, it
seems likely that in the future games will be developed that permit teams of
players at one location to compete against teams located elsewhere, and the
system's Internet connection will permit this type of play without any
modification to the system.

Installed Games:

Each location will provide access to the user's choice of approximately 10 games
at any time. The games to be offered on our kiosks will not necessarily be
different from those that an electronic gamer could purchase at his or her local
computer store. Many gaming manufacturers are now offering their games in an
interactive format. To a serious gamer, the appeal of our system is likely to be
the fact that the hardware components will be faster, bigger, louder, etc. than
those he or she would have available in a home setting. We expect the novice to
find the physical


                                       19
<PAGE>

attributes of the system, the stylistic kiosks, the fiber optic lighting, and
the social atmosphere of playing interactive games on a physically interactive
basis through an intranet appealing.

All locations will be accessible through our computer at our home office, so
that we can constantly monitor the popularity of the games available at a
particular location. The games installed at each location will vary to some
extent depending upon the amount of playing each receives as reported by our
centralized database. However, there will be a substantial overlap, since this
is required in order to allow interactive play between widely dispersed
locations. The games for our initial system were selected after discussions with
GT Interactive Software, a leading games manufacturer/distributor. We have no
commitments to our current supplier beyond our current obligation to pay
required royalties on the games we use. Present arrangements call for payment of
an annual royalty of $540 per game, and royalties have been paid through
mid-July, when the existing licensing agreements expire. We believe that as we
become established in multiple locations we will be in a position to achieve a
strategic alliance with one or more of the leading games
manufacturers/distributors under which we would receive payment from the
manufacturer/distributor in exchange for being a supplier of our games. Although
we have had preliminary discussions for arrangements of this type with
manufacturers/distributors none have yet been completed.

Our first 'Net GameLink(TM) entertainment system was made available for public
play at Who's on First? in New York City on July 16, 1999. On November 2, 1999,
we moved this system to J. Gilligan's in Arlington, Texas to bring it closer to
our principal offices. Operations are presently limited to the initial
five-kiosk prototype system at J. Gilligan's. This system was installed without
charge to J. Gilligan's and is expected to begin generating revenue during the
second quarter of 2000 when we will begin charging patrons for play on the
system. We expect to deliver the first system to be sold to a third party during
the third quarter. Initially, we intend to build the systems to order with
delivery of the completed systems to occur approximately four weeks after the
order. We intend to maintain the initial system at J. Gilligan's as a permanent
"test bed" for continued upgrading and improvements to our system.

Hardware and Software Availability:

Our kiosks are manufactured to our design and we purchase them from time to time
as required. We presently purchase kiosks from a single supplier, but no
specialized equipment or knowledge beyond normal furniture-manufacturing
techniques is required for their construction, and we do not anticipate any
difficulty in acquiring these items. The system uses standard off-the-shelf
computer hardware and software items. Advanced Micro Devices, Inc. is furnishing
the computer processors to us without any out-of-pocket cost in exchange for our
publicizing that company as our microprocessor supplier.

Sources of Revenue:

We intend to provide our interactive electronic gaming service through a
combination of Company-owned centers and through third parties such as social
bars. Third parties will purchase the system on the basis of a fixed initial fee
and a continuing royalty. In addition, we expect to sell advertising to
companies who want to reach our demographic market. We expect that the cost of a
system to third parties will be in the range of $6,500 to $7,500 per kiosk,
including the server for each location. We expect a royalty based on the amount
spent by patrons to actually play on the system equal to 40% of revenues and a
royalty on the advertising generated by the system at each location equal to 50%
of the advertising revenue paid to the operator.

Competition

Competition in this industry is based primarily on the ability to deliver an
exciting and realistic gaming experience beyond what the gamer would experience
on his or her home computer through such items as 3-D imaging, sound and sense
of motion. At the present time, price is less of a factor because of the limited
number of competitors in the field. Accessibility is also a factor. We believe
our primary competition will be the large gaming centers being established by
companies such as GameWorks. GameWorks was established by Sega Enterprises,
Universal Studios, Inc. and DreamWorks SKG, and was designed under the guidance
of Steven Spielberg. GameWorks has far greater financial and technical resources
than we do and has created an entire establishment devoted to various forms of
gaming, including virtual reality games. So far as we are aware, GameWorks is
the only such competitor at the present time. We will not be able to compete
with GameWorks in technology or size of facility. Instead we


                                       20
<PAGE>

intend to compete by providing more but smaller facilities that will be readily
accessible in the gamer's immediate neighborhood, with the companionship of the
gamer's neighbors, rather than requiring substantial travel to game among
strangers. Whereas GameWorks' facilities are designed to serve as a destination
in and of themselves, our systems will be located in third-party social
establishments where the system may or may not be the main attraction for the
establishment's particular patrons. In that respect, the systems will be
somewhat like the games systems you sometimes see installed in theater lobbies,
where the use is incidental to the patron's primary reason for coming to the
establishment.

Marketing

Until we are in a position to raise significant amounts of additional capital,
our capacity for producing 'Net Gamelink(TM) systems will be severely limited,
and our marketing efforts will be consistent with our production capacity. We
expect initial marketing efforts to consist of follow-ups by our Director of
Sales directed toward a limited number of individual and chain casual
restaurant/bars, some of which have learned of our system by observing it when
it was installed at Who's on First in New York or later at J. Gilligan's Bar &
Grill in Arlington, Texas. We have produced a promotional video of the system
for distribution to potential customers, and we also promote the system by means
of live streaming video on our web site, showing actual real-time use of our
system by patrons at J. Gilligan's. Longer range plans include, subject to the
availability of the necessary funds, an advertising campaign in leading
restaurant/food industry publications. We intend to add additional marketing
staff as required.

Employees

At August 7, 2000 we employed 7 people. We consider relations with our employees
to be satisfactory.

Trademarks

We have filed for federal registration of our "'Net GameLink(TM)" and "The
Internet Just Met Its Match" trademark, and a patent application is pending for
our network-enabled gaming kiosk. We cannot give any assurance that a patent
will issue on this application, or that if the patent is issued it will be broad
enough to provide meaningful protection. The time required to obtain a patent
depends upon a number of factors, including the extent to which the Company has
to negotiate with the patent office as to the breadth of the patent ultimately
to be issued. We expect that if the patent does issue it will not issue until
some time in 2001.

                               Selling Shareholder

The following table provides certain information about the selling shareholder's
beneficial ownership of our common stock as of August 7, 2000, and as adjusted
to give effect to the sale of all of the shares being offered by this
prospectus. The selling shareholder is not our affiliate and has not had a
material relationship with us during the past three years. It is not affiliated
with any broker-dealer. See "Plan of Distribution." The selling shareholder has
sole voting and investment power with respect to the securities shown.

<TABLE>
<CAPTION>
                                                                           Shares Beneficially Owned
                                                                                 After Offering
                                         Number of Shares
                                           Beneficially
                                           Owned Before      Number of       Number of
Name                                         Offering      Shares Offered      Shares    Percentage
<S>                                            <C>           <C>                 <C>          <C>
Swartz Private Equity, LLC                     490,000(1)    34,163,470(1)       0            0
</TABLE>

(1) Represents shares issuable to Swartz upon exercise of warrants issued at the
time the Investment Agreement was signed.

(2) Represents both the shares described in (1) above and shares of common stock
that we may sell to Swartz under the Investment Agreement and upon the exercise
by Swartz of options or issuable in connection with the Investment


                                       21
<PAGE>

Agreement. It is expected that Swartz will not own beneficially more than 9.9%
of our outstanding common stock at any time.

Investment Agreement

On June 1, 2000, we entered into an Investment Agreement with Swartz. The
Investment Agreement entitles us to issue and sell our common stock to Swartz
for up to an aggregate of $15 million from time to time during the three-year
period beginning on the effective date of this registration statement. Each
election by us to sell stock to Swartz is referred to as a put right.

Put rights.

In order to invoke a put right, we must have an effective registration statement
on file with the SEC registering the resale of the shares of common stock that
may be issued as a result of exercising that put right. We must also give at
least 10 but not more than 20 business days' advance notice to Swartz of the
date we intend to exercise a particular put right and we must indicate the
maximum number of shares of common stock that we intend to sell to Swartz. At
our option, we may also designate a maximum dollar amount of common stock (not
to exceed $2 million) that we will sell under the put and/or a minimum purchase
price per common share at which Swartz may purchase shares under the put. The
minimum purchase price that we specify, if any, may not exceed 80% of the
closing bid price of our common stock on the date we give Swartz advance notice
of our exercise of a put right. The number of common shares sold to Swartz may
not exceed the lesser of 15% of the aggregate daily reported trading volume
during a period that begins on the business day immediately following the day we
exercise the put right and ends on and includes the day that is 20 business days
after the date we exercise the put right, 15% of the aggregate daily reported
trading volume during the 20 business days before the date we exercise the put
right or 9.9% of the total number of shares of common stock that would be
outstanding upon completion of the put. "Block" trades are excluded in computing
the trading volumes described above.

For each share of common stock, Swartz will pay us the lesser of:

      o     the market price for such share, minus $.10, or

      o     91% of the market price for the share;

however, Swartz may not pay us less than the designated minimum per share price,
if any, that we indicate in our put notice.

Market price is defined as the lowest closing bid price for the common stock on
its principal market during the pricing period. The pricing period is defined as
the 20 business days immediately following the day we exercise the put right.

Warrants.

Within five business days after the end of each pricing period, we are required
to issue and deliver to Swartz a warrant to purchase a number of shares of
common stock equal to 10% of the common shares issued to Swartz in the
applicable put. Each warrant will be exercisable at a price that will initially
equal 110% of the market price on the date on which we exercised the put right.
Each warrant will be immediately exercisable and have a term beginning on the
date of issuance and ending five years thereafter.

Limitations and conditions precedent to our put rights.

Swartz is not required to acquire and pay for any shares of common stock with
respect to any particular put if, between the date we give advance notice of an
intended put and the date the particular put is to close:

      o     we have announced or implemented a stock split or combination of our
            common stock;

      o     we have paid a common stock dividend;


                                       22
<PAGE>

      o     we have made a distribution of all or any portion of our assets or
            evidences of indebtedness to the holders of our common stock; or

      o     we have consummated a major transaction, such as a sale of all or
            substantially all of our assets or a merger or tender or exchange
            offer that results in a change of control of our company.

Short sales.

Swartz and its affiliates are prohibited from engaging in short sales of our
common stock unless Swartz has received a put notice and the amount of shares
involved in the short sale does not exceed the number of shares specified in the
put notice.

Cancellation of puts.

We must cancel a particular put between the date of the advance put notice and
the last day of the pricing period if:

      o     we discover an undisclosed material fact relevant to Swartz's
            investment decision;

      o     the registration statement registering resales of the common shares
            becomes ineffective; or

      o     our shares are delisted from the then-primary exchange.

If a put is canceled, it will continue to be effective, but the pricing period
for the put will terminate on the date notice of cancellation of the put is
given to Swartz. Because the pricing period will be shortened, the number of
shares Swartz will be required to purchase in the canceled put will be smaller
than it would have been had the put not been canceled.

Shareholder approval.

Under the Investment Agreement, we may sell Swartz a number of shares that is
more than 20% of our shares outstanding on the date of this prospectus. If we
become listed on The Nasdaq Small Cap Market or Nasdaq National Market, we may
be required to get shareholder approval to issue some or all of the shares to
Swartz. As we are currently a Bulletin Board company, we do not need shareholder
approval.

Termination of Investment Agreement.

We may terminate our right to initiate further puts or terminate the Investment
Agreement at any time by providing Swartz with notice of our intention to
terminate that right; however, termination of that right will not affect any
other rights or obligations we have concerning the Investment Agreement or any
related agreement.

Restrictive covenants.

During the term of the Investment Agreement and for a period of one year after
the Investment Agreement is terminated, we are prohibited from

      o     issuing any equity securities, or debt securities convertible into
            equity securities, for cash in a private transaction without
            obtaining the prior written approval of Swartz, or

      o     entering into any private equity line type agreements similar to the
            Investment Agreement without obtaining Swartz's prior written
            approval.


                                       23
<PAGE>

Right of first refusal.

Swartz has a right of first refusal to participate in any private capital
raising transaction of equity securities that closes from the date of the
Investment Agreement (June 1, 2000) through one year after the Investment
Agreement is terminated.

Swartz's right to indemnification.

We have agreed to indemnify Swartz (including its stockholders, officers,
directors, employees, investors and agents) from all liability and losses
resulting from any misrepresentations or breaches we make in connection with the
Investment Agreement, our registration rights agreement, other related
agreements, or the registration statement.

                              Plan of Distribution

The selling shareholder is free to offer and sell its common shares at such
times, in such manner and at such prices as it may determine. The common shares
are sold through transactions in the over-the-counter market (including block
transactions), negotiated transactions, the settlement of short sales of common
shares or a combination of these methods of sale. Sales will be at market prices
prevailing at the time of sale or at negotiated prices. The sales may or may not
involve brokers or dealers. The selling shareholders have told us they have not
entered into agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares. The selling shareholders do
not have an underwriter or coordinating broker acting in connection with the
proposed sale of the common shares.

The selling shareholder may sell its shares directly to purchasers or to or
through broker-dealers, which may act as agents or principals. These
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders. They may also receive compensation
from the purchasers of common shares for whom such broker-dealers may act as
agents or to whom they sell as principal, or both. Compensation as to a
particular broker-dealer might be in excess of customary commissions. Swartz is,
and any broker-dealer assisting in the sale of the common stock may be deemed to
be, an underwriter within the meaning of Section 2(a)(11) of the Securities Act.
Any commissions received by these broker-dealers and any profit on the resale of
the common shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions.

Because Swartz is deemed to be an "underwriter" within the meaning of Section
2(a)(11) of the Securities Act, it will be subject to prospectus delivery
requirements.

We have informed the selling shareholder that the anti-manipulation rules of the
SEC, including Regulation M promulgated under the Securities and Exchange Act,
may apply to its sales in the market and have provided the selling shareholder
with a copy of those rules and regulations.

The selling shareholder also may resell all or part of the common shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
it meets the criteria and conforms to the requirements of that Rule.

We are responsible for all costs, expenses and fees incurred in registering the
shares offered by this prospectus. The selling shareholder is responsible for
brokerage commissions, if any, on the sale of those securities.

                                   Management

These are our current directors, executive officers and significant employees:

                                                         Date became director or
Name                   Age  Positions                    executive officer
- ----                   ---  ---------                    -----------------


                                       24
<PAGE>

L. Kelly Jones         46   chief executive officer
                            and chairman of the
                            board of directors           March 26, 1997
John F. Aleckner, Jr.  54   president and director       March 26, 1997
W. James Poynter       44   vice-president and director  March 26, 1997
Kimberly Biggs         33   secretary and treasurer      March 26, 1997

The members of our board of directors are elected annually and hold office until
their successors are elected and qualified. Our officers are chosen by and serve
at the pleasure of its board of directors. Each of the officers and directors
have positions of responsibility with businesses other than ours and will devote
only such time as they believe necessary on our business.

There are no family relationships between any of the directors and executive
officers. There was no arrangement or understanding between any executive
officer and any other person for any person to be selected as an executive
officer.

L. Kelly Jones has since 1980 been a member of the law firm Jones & Cannon, a
firm which he founded and which provides legal services to the Company. Mr.
Jones is certified in the area of commercial real estate law by the Texas Board
of Legal Specialization and is the author of an article, "Texas Mechanics' and
Materialmen's Lien Laws: A Guide Through the Maze," which appeared in the Texas
Bar Journal in March of 1985. Mr. Jones' areas of practice include corporate,
construction, real estate, municipal law, and commercial litigation. Mr. Jones
served from 1985 through 1989 on the Arlington City Council, and on the Stephen
F. Austin State University Board of Regents from 1987 through 1993, where he was
chairman from 1991 through 1993. He holds a J.D. from the University of Texas
and a B.A. in Political Science from Stephen F. Austin State University

John F. Aleckner, Jr. is a private investor. He was elected our president as of
December 14, 1999. From 1983 to 1989 Mr. Aleckner was vice-president and a
shareholder of Research Polymers International Corporation, a compounder of
specialty plastic materials which was acquired by another Company in 1987. From
1984 to 1998, he was vice-president of marketing and sales and a principal
shareholder in UVTEC, Inc., a marketer of specialty plastic compounds which was,
prior to the sale of Research Polymers, affiliated through common stock
ownership with Research Polymers, and which acted as a broker in connection with
purchases by Research Polymers and other companies. From 1971 to 1983 he was
employed by Ciba-Geigy Corporation in various sales capacities. He holds a B.S.
in chemistry from Case Institute of Technology

W. James Poynter has been engaged in the real estate brokerage and construction
business since 1979. He is the president of Tenant Realty Advisors, Inc., a
subsidiary of the Poynter Scifres Company group. Tenant Realty Advisors, Inc. is
a national tenant representation firm, representing office tenants in securing
new office locations throughout the United States. He holds a B.A. from the
University of Pennsylvania's Wharton School of Business

Kimberly Biggs has for the last 10 years been legal administrator of the
Arlington law firm of Jones & Cannon (which provides legal services for the
Company) as legal administrator, a position which she holds to this date.

Significant Employees

In addition to the officers and directors identified above, the following
employees play a significant role in our operations.

Rey Cardino, age 39, serves as our Director of Sales. Mr. Cardino was employed
by the Hubcap Brewery & Kitchen from prior to its opening until the operation
was closed in early 1999, at which time he was the general manager of its
restaurant. Before that he was employed by TGI Fridays.

Jose Olivares, age 32, serves as our Director of Technical Support. Before
taking that position he was the principal brewer of our microbrewery operations.


                                       25
<PAGE>

Steven M. Haag, age 41, serves as our director of marketing. Mr. Haag was
employed by Connect Computer Group, Inc., GameCom's computer consultants, as
vice-president of marketing and sales until accepting this position with us.
From 1998 to 1999, Mr. Haag served as senior data networking account
executive with AT&T. Prior to that time he was a fire fighter/paramedic for the
City of Crestwood, TX fire department.

John Zelinski, age 21, serves as our gaming technical advisor, Mr. Zelinski, has
been a full-time student for the last five years and is pursuing a degree in
computer science engineering at the University of Texas at Arlington.

Executive Compensation

The Summary Compensation Table below shows compensation information for services
rendered in all capacities during each of the prior three (3) fiscal years. No
bonuses or stock options were granted and no additional compensation was paid or
deferred.

<TABLE>
<CAPTION>
                                                                     Restricted  Securities
                                                       Other Annual  Stock       Underlying
Name and Principal Position       Year  Salary  Bonus  Compensation  Awards      Options/SARs
- ---------------------------       ----  ------  -----  ------------  ------      ------------
<S>                               <C>       <C>    <C>           <C>     <C>          <C>
L. Kelly Jones, chief executive   1999      --     --            --      --                --
officer and chairman of the
board of directors
                                  1998      --     --            --      --           833,000(1)
                                  1997      --     --            --      --                --
John F. Aleckner, Jr., president  1999      --     --            --      --                --
and director
                                  1998      --     --            --      --           333,000(2)
                                  1997      --     --            --      --                --
W. James Poynter, vice-president  1999      --     --            --      --                --
and director
                                  1998      --     --            --      --           333,000(2)
                                  1997      --     --            --      --                --
Kimberly Biggs, secretary and     1999      --     --            --      --                --
treasurer
                                  1998      --     --            --      --                --
                                  1997      --     --            --      --                --
</TABLE>

(1) These options, incentive in nature, provide that Mr. Jones may purchase (i)
111,000 shares at par value but only if our shares are trading at $1.50 per
share, (ii) 361,000 shares at par value but only if our shares are trading at
$3.00 per share, (iii) 111,000 shares at par value but only if our shares are
publicly trading at $4.50 per share, and (iv) the balance of 250,000 shares at
par value but only if our shares are publicly trading at $5.00 per share. These
incentive stock options were granted to Mr. Jones by our board of directors (Mr.
Jones abstaining) on December 12, 1997 and on December 14, 1998.

(2) Messrs. Poynter and Aleckner each holds an option for 333,000 shares in our
Common Stock. These options, incentive in nature, provide that Messrs. Poynter
and Aleckner may purchaser (i) 111,000 shares at par value but only if our
shares are trading at $1.50 per share, (ii) 111,000 shares at par value but only
if our shares are trading at $3.00 per share, and (iii) the balance of 111,000
shares at par value but only if our shares are publicly trading at $4.50 per
share. These incentive stock options were granted to Messrs. Poynter and
Aleckner by our board of directors (Messrs. Poynter and Aleckner abstaining on
the grant of their stock option) on December 14, 1998.


                                       26
<PAGE>

2000 Incentive Stock Option Plan

In February, 2000, the board of directors adopted, and a majority of our
stockholders approved, our 2000 Incentive Stock Option Plan, subject to approval
of stockholders at the next annual meeting. The purpose of the plan is

      o     to enable us to attract, retain and motivate key employees who are
            important to the success and growth of our business, and

      o     to create a long-term mutuality of interest between the stockholders
            of the Company and those key employees by granting them options to
            purchase our Common Stock.

Options granted under the plan may be either incentive stock options or
non-statutory options. The Plan is to be administered either directly by the
board, or by a committee consisting of two or more outside directors. Under the
plan, options may be granted to our key employees. The option price is to be
fixed by the committee at the time the option is granted. If the option is
intended to to be an incentive stock option, the purchase price is to be not
less than

      o     100% of the fair market value of the common stock at the time the
            option is granted, or,

      o     if the person to whom the option is granted is the owner of 10% or
            more of our Common Stock, 110% of that fair market value.

The committee is to specify when and on what terms the options are to become
exercisable. However, no option may be exercisable after

      o     10 years from the date of grant, or

      o     5 years from the date of grant for options granted to a holder of
            10% or more of our common stock.

In the case of incentive stock options, the aggregate fair market value of the
shares for which the options are exercisable for the first time during any
calendar year may not exceed $100,000 unless this limitation has ceased to be in
effect under Section 422 of the Internal Revenue Code. If there is a change of
control, all outstanding options become immediately exercisable in full. In case
of an employee's death, or following the employee's retirement at or after age
65 or before age 65 with the consent of the committee, outstanding options may
be exercised for a period of one year from the applicable date of death or
retirement. If the employee's employment is terminated for reasons other than
death or retirement, the options remain exercisable for three months after that
termination unless termination was for cause, in which case all outstanding
options are immediately canceled. 1,500,000 shares of Common Stock have been
initially authorized for issuance under the plan. Under the plan, eligible
individuals may, at the discretion of the Committee, be granted options to
purchase shares of Common Stock. However, no one may be granted options for more
than 500,000 shares in any calendar year. The option price and number of shares
covered by an option will be adjusted proportionately if there is a stock split,
stock dividend, etc. The committee is authorized to make other adjustments to
take into consideration any other event which it determines to be appropriate to
avoid distortion of the operation of the plan. If there is a merger or
consolidation, option holders will be entitled to acquire the number and class
of shares of the surviving corporation which they would have been entitled to
receive after the merger or consolidation if they had been the holders of the
number of shares covered by the options. If we are not the surviving entity in a
merger and consolidation, the committee may in its discretion terminate all
outstanding options, and if that happens option holders will have 20 days from
the time they received notice of termination to exercise all their outstanding
options. The plan terminates 10 years from its effective date unless terminated
earlier by the board of directors or the stockholders. Proceeds of the sale of
shares subject to options under the plan are to be added to our general funds
and used for general corporate purposes. We have not granted any options under
the plan.

Compensation of Directors

No director receives or has received any compensation from us for service as a
member of the board of directors.


                                       27
<PAGE>

Principal Shareholders

The following table shows, as of August 7, 2000, information about equity
securities we believe to be owned of record or beneficially by

      o     each of our directors;

      o     each person who owns beneficially more than 5% of any class of our
            outstanding equity securities; and

      o     all of our directors and executive officers as a group.

Shareholders' Name and Address   Number of Shares Owned                  Percent
L. Kelly Jones                            1,955,948 (1)                     16.2
440 North Center
Arlington, Texas 76011

Jim Poynter                                 737,260 (2)                      6.1
City Center Tower II
301 Commerce Street
Suite 1205
Fort Worth, Texas 76102

Kimberly Biggs                               42,460 (3)                      0.4
2414 Green Willow Court
Arlington, Texas 76001

John Aleckner                               347,400 (4)                      2.9
1901 Rockcliff Court
Arlington, Texas 76012

All Officers and Directors
As a Group (4 Persons)                    3,083,068 (1)(2)(3)(4)            25.5

(1) Excludes incentive conditional options to purchase 833,000 shares of common
stock for $4,165.00, which are not exercisable within 60 days.

(2) Excludes incentive conditional option to purchase 333,000 shares of common
stock for $1,665.00 which is not exercisable within 60 days. We are obligated to
redeem 287,531 of these shares for a nominal amount, which would reduce Mr.
Poynter's ownership to 3.7%.

(3) We are obligated to redeem 16,559 of these shares for a nominal amount,
which would reduce Ms. Biggs's ownership to 0.21%.

(4) Excludes incentive conditional option to purchase 333,000 shares of
restricted common stock for $1,665.00, which is not exercisable within 60 days.

The beneficial owners of securities listed above have sole investment and voting
power as to those shares. Beneficial ownership is determined in accordance with
the rules of the Commission and generally includes voting or investment power
with respect to securities. Shares of stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed outstanding in
computing the percentage of the person holding those options or warrants, but
are not deemed outstanding in computing the percentage of any other person.


                                       28
<PAGE>

In addition to the shareholders listed above, Connect Computer Group, Inc., the
firm which has been largely responsible for development of our kiosk and
computer systems, has performed its development work on the basis of an oral
understanding or "gentleman's agreement" with our chief executive officer that
if we are successful in marketing the product we will issue it a significant
equity position in our company. The amount of the equity interest is yet to be
determined and the parties have not explicitly agreed upon any method for
determining whether marketing of the product has been successful. The agreement
may not be sufficiently definite to be an enforceable contract. However, we are
proceeding on the assumption that we will be obligated to honor this oral
commitment and expect we will be able to reach agreement with Connect Computer
through negotiations as to both whether marketing the product has been
successful and the appropriate amount of equity to be issued to Connect Computer
for its assistance.

In addition, there is a possibility, which management regards as remote, that we
may be required to issue a substantial number of additional shares to the holder
of several of its notes under the penalty provisions of those notes. See
Description of Securities--Convertible Promissory Notes/Promissory Notes. Since
those shares would be issued for no additional consideration, any issuance such
as this could cause significant dilution in the book value per share of shares
presently outstanding.

                              Certain Transactions

Mr. Jones, our chief executive officer, is also president of Jones & Cannon, a
Texas professional corporation, which has provided legal services to us and
which may continue to provide legal services to us in the future. We currently
owe Jones & Cannon more than $94,000 for legal services and related expenses.
Jones & Cannon has also been providing the limited amount of office space we
need, and clerical and other services we need for our operations without charge
under an oral agreement. As of June 15, 2000, Jones & Cannon began charging us
$1,500 per month for our office space and phone system, as we now have 4
employees working at those offices.

In December, 1997, we agreed to redeem at par value an aggregate of 1,505,399
shares of the Common Stock held by the ten former shareholders of First Brewery
of Dallas, Inc., a company we acquired in April, 1997. The aggregate redemption
price was to have been $7,527.02. That redemption was to have occurred no later
than March 31, 1998. However, we did not have enough funds to honor this
commitment and we are currently in default under the agreement. Messrs. Jones,
Poynter, and Aleckner and Ms. Biggs were among those whose shares were to have
been redeemed. In February, 2000, we and Messrs. Jones and Aleckner agreed that
the shares that were to have been redeemed from those two individuals would not
be redeemed. We expect to redeem the remaining shares during the third quarter
of 2000.

During the period from July, 1997 through May, 1998 Mr. Jones lent us an
aggregate of $90,000 for operating capital. Of this amount, $65,000 was later
eliminated when Mr. Jones accepted in full satisfaction of that debt equipment
securing bank debt which Mr. Jones had guaranteed, leaving a balance of $25,000.
This indebtedness is evidenced by an unsecured demand promissory note at an
annual interest rate of 12% per annum.

                                Legal Proceedings

In January, 1999, GameCom brought a law suit in the 141st District Court of
Tarrant County, Texas, against Robert Elton Bragg, III, our former president. In
the suit we claim

      o     that Mr. Bragg, while President of our company, misappropriated its
            funds by paying himself consulting fees although no meaningful
            services were performed for us, and

      o     that he threatened, without justification, to rescind the March 1997
            stock for stock transaction in which we acquired our
            brewpub/microbrewery operations.

In the suit we are asking for

      o     a declaratory judgment that the March, 1997 agreement, is a valid
            and binding agreement,

      o     an injunction to prevent Bragg from selling his shares in GameCom,
            and

      o     damages for misappropriation of the Company's funds.

As permitted under Texas law, we have not specified in our complaint the amount
of damages we want from Mr. Bragg. On May 18, 2000, Bragg counterclaimed against
us and filed a third-party law suit against L. Kelly Jones, our chief executive
officer. In his counterclaim Bragg claims

      o     that Jones made false representations in connection with a
            stock-for-stock transaction in March of 1997 between the
            shareholders of the former First Brewery of Dallas, Inc. and
            GameCom,

      o     that Jones breached his fiduciary duties to our shareholders, and

      o     that we failed to pay Bragg for services he claims he rendered to
            us. We believe the counterclaim and third-party action are
            groundless and are brought in bad faith. We intend to vigorously
            defend the claims and are asking for sanctions against Bragg's
            attorney for bringing the groundless causes of action.

In November, 1999, we brought a law suit against Kelly Hart and Mitch Geller
d/b/a Nu-Design in the 348th District Court of Tarrant County, Texas. In this
suit we are claiming

      o     that Nu-Design repeatedly failed to provide software for which we
            had contracted for our Net GameLink(TM) system,

      o     that we were forced to obtain a substitute for the promised software
            from a third party, and

      o     that after learning of our purchase of the replacement software the
            defendants wrongfully withheld our assets,

As permitted under Texas law, we have not specified the amount of damages we
want.

                            Description of Securities

Our Articles of Incorporation authorize us to issue 50 million shares of Common
Stock, of a par value of $.005 per share, and 2,000,000 shares of Preferred
Stock, par value $0.005 per share. As of June 26, 2000, 12,091,118 shares of
common stock were issued and outstanding and no preferred Stock had been issued.

Common Stock

Holders of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the shareholders. Holders of common stock have no
cumulative voting rights. Holders of shares of common stock are entitled to
share ratably in any dividends that may be declared, from time to time by the
board of directors in its discretion, from funds legally available for
dividends. If we are liquidated, dissolved or wound up, the holders of shares of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. Holders of common stock have no preemptive rights to
purchase our common stock. There are no conversion rights or redemption or
sinking fund provisions for the common stock.


                                       29
<PAGE>

Our common stock is covered by the Securities and Exchange Commission's penny
stock rules. These rules include a rule that imposes additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors, generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
spouses. For transactions covered by the rule, the broker-dealer must make a
special suitability determination for the purchaser and transaction prior to the
sale. The rule may affect the ability of broker-dealers to sell our securities
and may also affect the availability ability of purchasers of our stock to sell
their shares in the secondary market. It may also cause fewer brokers to be
willing to make a market in our common stock and it may affect the level of news
coverage we receive.

Preferred Stock

We are authorized to issue 2,000,000 shares of preferred stock with such voting
rights, designations, preferences, limitations and relative rights as the board
of directors may determine. Although we have no current plans to issue any
shares of preferred stock, the issuance of preferred stock or of rights to
purchase preferred stock could be used to discourage an unsolicited acquisition
proposal. In addition, the possible issuance of preferred stock could discourage
a proxy contest, make more difficult the acquisition of a substantial block of
our Common Stock, or limit the price investors might be willing to pay in the
future for shares of our Common Stock.

We believe the Preferred Stock will provide us with increased flexibility in
structuring possible future financing and acquisitions, and in meeting other
corporate needs that might arise. Having these authorized shares available for
issuance will allow us to issue shares of preferred stock without the expense
and delay of a special stockholders' meeting. The authorized shares of preferred
stock, as well as shares of common stock, will be available for issuance without
further action by stockholders, unless action by stockholders is required by
applicable law or the rules of any stock exchange on which our securities may be
listed.

Convertible Promissory Notes/Promissory Notes

We have outstanding $100,000 in principal amount of our Convertible Promissory
Notes. These notes bear interest at the rate of 12 percent per annum, call for
monthly payments of interest, and matured May 10, 1998. The holder of each
convertible promissory note has a non-assignable option to purchase 7,500 shares
of common stock at par value. Alternatively, each holder has the right to
convert his convertible promissory note at the rate of 1.25 shares of common
stock for each $1.00 in principal amount of notes.

We have outstanding $25,000 in principal amount of a promissory note due to L.
Kelly Jones, our chief executive officer, upon demand. This note bears interest
at the rate of 12 percent per annum.

We have outstanding $235,500 in principal amount of promissory notes payable to
other shareholders, all of which are in default. These notes provide for an
initial issuance of shares of common stock in lieu of interest, all of which
(913,000 shares) have been issued. Accordingly, no additional interest is
accruing on these notes. However, $103,500 in principal amount of these
promissory notes provide for a per diem issuance of common stock as a penalty
for late payment. As of December 31, 1999, the per diem issuance would be in
excess of 2,800,000 shares of the our common stock. We have received an opinion
from counsel, Richard L. Wright, P.C., that the penalty provisions are
unenforceable as illegal usury under applicable Texas law. However, there has
not been any litigation between us and the holder of the note as to this issue,
and in the absence of a court decision directly applicable to the parties, there
remains at least some risk that the opinion of counsel could be wrong. Should
the holder of the note prevail in any such litigation, the shares issuable under
the penalty provisions would result in the holder's becoming our largest single
shareholder. Further, depending upon how long it took to resolve the issue, an
adverse decision could result in that holder's becoming a controlling
shareholder. We believe that upon full payment of these promissory notes along
with non-usurious monetary interest, this matter of additional shares for our
late payment will be amicably resolved between us and the holder of these
promissory notes. However, we cannot give any assurance in that regard.


                                       30
<PAGE>

Warrants

There are outstanding warrants to purchase 245,000 shares of our common stock at
a price of $1.00 per share and 245,000 shares of our common stock at $0.625 per
share. These warrants were issued to Swartz on April 14, 2000 for Swartz's
commitment to enter into the Investment Agreement. The warrants expire on April
13, 2005. The holders of the warrants have the right to have the common stock
issuable upon exercise of the warrants included on any registration statement we
file, other than a registration statement covering an employee stock plan or a
registration statement filed in connection with a business combination or
reclassification of our securities.

Anti-takeover Provisions

Under our Articles of Incorporation, a change in our bylaws requires the
affirmative vote of not less than a majority of our "Continuing Directors." A
Continuing Director is a member of the board who is not and who was a member of
the board of directors immediately before the time the 10% or more holder became
the beneficial owner of 10% or more of that voting stock. The Articles of
Incorporation also require that shareholder votes be taken only at a meeting,
and prohibit action by written consent.

In addition, we may not effect a "business combination" in which an affiliate or
associate of a holder of 10% or more of our voting stock has an interest without
the vote of at least 80% of our voting stock (voting as a single class),
including the vote of not less than 50% of the outstanding shares of voting
stock not beneficially owned by the 10% holder or its affiliates or associates.
The additional voting requirements described in this paragraph does not apply if
the board of directors by a vote of not less than a majority of the continuing
directors then holding office expressly approves in advance the acquisition of
shares that resulted in the 10% holder's becoming such, or approves the business
combination before the related person became a related person. Those
requirements also do not apply if, among other things,

      o     that the cash or fair market value of property received by holders
            in the Business Combination is not less than the highest price per
            share paid by the Related Person in acquiring any of its shares, and
            the Related Person does not receive the benefit of any loans,
            advances, guarantees or other financial assistance or tax advantages
            provided by us except proportionately as a shareholder, and

      o     that the transaction be covered by a fairness opinion of a reputable
            investment banking firm if deemed advisable by a majority of the
            Continuing Directors.

The term "Business Combination" includes, among other things

      o     a merger, consolidation or share exchange involving us or a
            subsidiary,

      o     a sale, mortgage or other disposition of a substantial part of the
            our assets,

      o     the issuance of additional securities, a reclassification which
            would increase the voting power of a Related Person or our
            liquidation or dissolution.

These provisions might discourage an unsolicited acquisition proposal that could
be favorable to stockholders. They could also discourage a proxy contest, make
more difficult the acquisition of a substantial block of our common stock or
limit the price investors might be willing to pay in the future for shares of
our common stock.

We are also subject to Article 13 of the Texas Business Corporation Act. That
Article prohibits us from engaging in a business combination with an affiliated
shareholder, generally defined as a person holding 20% or more our outstanding
voting stock, during the three-year period immediately following the affiliated
shareholder's share acquisition date, unless the business combination or
acquisition by the affiliated shareholder was approved by

      o     our board of directors before the affiliated shareholder's share
            acquisition date, or


                                       31
<PAGE>

      o     two-thirds of the holders of our outstanding voting shares not
            beneficially owned by the affiliated shareholder at a meeting of
            shareholders and not by written consent, called for that purpose not
            less than six months after the affiliated shareholder's share
            acquisition date.

Transfer Agent.

Continental Stock Transfer, Inc. of New York, New York is our transfer agent.

                                  Legal Matters

The legality of the securities offered hereby has been passed upon by Raice
Paykin Krieg & Schrader, New York, New York.

                                     Experts

Our balance sheet as of December 31, 1999 and 1998 and the statements of our
operations, shareholders' equity and cash flows for the years then ended, have
been included in this prospectus in reliance on the report, which includes an
explanatory paragraph on our ability to continue as a going concern, of Thomas
O. Bailey and Associates P.C., certified public accountants, given on the
authority of that firm as experts in accounting and auditing.

                       Where You Can Find More Information

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, Seven
World Trade Center, 13th Floor, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information about the public reference room.

We have filed with the SEC a registration statement on Form SB-2 under the
Securities Act covering the sale of the securities offered under this
prospectus. This prospectus, which constitutes a part of the registration
statement, does not contain all of the information in the registration
statement. Certain items of the registration statement are omitted in accordance
with the rules and regulations of the SEC. Statements contained in this
prospectus as to the contents of any contract or other documents are not
necessarily complete and in each instance where reference is made to the copy of
such contract or documents filed as an exhibit to the registration statement,
statements about the document are qualified in all respects by that reference
and the exhibits and schedules to the exhibits. For further information
regarding GameCom and the securities offered under this prospectus, we refer you
to the registration statement and those exhibits and schedules, which may be
obtained from the SEC at its principal office in Washington, D.C. upon payment
of the fees prescribed by the SEC.


                                       32
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Auditors...............................................F-1

Consolidated Financial Statements of GameCom, Inc. and subsidiary:

Consolidated statement of Financial Condition as of December 31, 1999 .......F-2

Consolidated Statements of Operations for the years ended December 31,
 1999 and 1998 ..............................................................F-3

Consolidated Statements of Shareholders' Equity (Deficit) for the years
 ended December 31, 1999 and 1998 ...........................................F-4

Consolidated Statements of Cash Flows for the years ended December 31,
 1999 and 1998 ..............................................................F-5

Notes to Consolidated Financial Statements...................................F-6


                                       33
<PAGE>

                          INDEPENDENT AUDITORS REPORTS

                                Thomas O. Bailey

                               and Associates, PC

                          Certified Public Accountants

                    Report of Independent Public Accountants

To the Shareholders of GameCom, Inc.

We have audited the accompanying balance sheet of GameCom, Inc. as of December
31, 1999 and the related statements of operations, changes in stockholders'
equity, and cash flows for the years ended December 31, 1999 and December 31,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, revised as described
in Note 15, present fairly, in all material respects, the financial position of
GameCom, Inc. as of December 31, 1999, and the results of their operations and
their cash flows for the years ended December 31, 1999 and December 31, 1998 in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. During the year ended December 31,
1999, the Company incurred a net loss of $361,880. Future working capital
requirements are dependent on the Company's ability to restore and maintain
profitable operations, to restructure it's financing arrangements, and to
continue it's present short-term financing, or obtain alternative financing as
required. It is not possible to predict the outcome of future operations or
whether the necessary alternative financing may be arranged, if needed. Those
conditions raise substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


/s/ Thomas O. Bailey and Associates, P.C.

Dallas, Texas

April 4, 2000


                                       34
<PAGE>

                                  GAMECOM, INC.
                   (Fomerly The Schooner Brewery Incorporated)
                           Consolidated Balance Sheets

                                                    December 31,  March 31, 2000
                                                       1999         (unaudited)
                            ASSETS
Current assets
 Cash                                               $    15,564     $     2,426
 Accounts receivable                                        180             180
                                                    -----------     -----------
   Total current assets                                  15,744           2,606

Property and equipment
 Equipment, furniture and fixtures                       94,485          95,997
 Accumulated depreciation                                (7,932)        (14,959)
                                                    -----------     -----------
   Net property and equipment                            86,553          81,038

Other assets
 Security deposits                                        8,989              --
                                                    -----------     -----------
   Total other assets                                     8,989              --
                                                    -----------     -----------
   Total assets                                     $   111,286     $    83,644
                                                    ===========     ===========

             LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
 Trade payables                                     $   728,849     $   773,778
 Accrued interest                                        49,839         5 4,203
 Notes payable to shareholders                          380,500         360,500
 Short-term notes payable to bank                            --          20,000
                                                    -----------     -----------
    Total current liabilities                         1,159,188       1,208,481

Redeemable common stock
 Common stock to redeem, 1,505,399 shares
  at par $.005                                            7,527           3,891

Shareholders' equity
 Capital stock 50,000,000 shares authorized
  par value $.005; 10,041,751
  issued and outstanding,                                51,583          55,719
 Paid-in capital                                      1,230,459       1,247,459
 Retained earnings                                   (2,337,471)     (2,431,906
                                                    -----------     -----------
   Total shareholders' equity                        (1,055,429)     (1,128,728)
                                                    -----------     -----------
   Total liabilities and shareholder equity         $   111,286          83,644
                                                    ===========     ===========

     The accompanying notes are an integral part of this financial statement


                                       35
<PAGE>

                                  GAMECOM, INC.
                  (Formerly The Schooner Brewery Incorporated)
                      Consolidated Statement of Operations

<TABLE>
<CAPTION>
                                      For the Year Ended           For the Three Months
                                         December 31                  Ended March 31
                                     1999           1998           2000            1999
                                     ----           ----           ----            ----
<S>                                  <C>            <C>            <C>             <C>
Revenues
 Restaurant  sales                         5,431    $   469,357              --          5,305
 Other                                        --         (7,500)             --          3,019
                                     -----------    -----------    ------------    -----------
   Total revenues                          5,431        461,857              --          8,324

Cost of sales
 Food, beer, wine and  merchandise        (2,893)       182,334              --             --
 Salaries and labor                       27,365        268,826                         27,365
                                     -----------    -----------                    -----------
  Total cost of sales                     24,472        451,160                         27,365
                                     -----------    -----------                    -----------
  Gross profit                           (19,041)        10,697                        (19,041)

General and administrative expense
 Administrative cost                     409,999      1,002,192          65,113         26,836
 Interest                                 16,065         57,401           4,795          6,775
 Financing charges                        55,200        153,250          17,500         55,200
 Depreciation and amortization             5,356         51,122           7,027         24,399
 Impairment of assets                         --        132,545              --             --
 Gain on sale of assets                 (143,781)            --              --        (26,058)
                                     -----------    -----------    ------------    -----------
                                         342,839      1,396,510          94,435         87,152
                                     -----------    -----------    ------------    -----------

Net loss                             $  (361,880)   $(1,385,813)   $    (94,435)   $  (106,193)
                                     ===========    ===========    ============    ===========

Per share amounts:

Net loss per share                   $    (0.038)   $    (0.164)   $     (0.008)   $    (0.012)
                                     ===========    ===========    ============    ===========

Average outstanding shares             9,581,072      8,435,721      11,922,150      8,522,703
                                     ===========    ===========    ============    ===========
</TABLE>

     The accompanying notes are an integral part of this financial statement


                                       36
<PAGE>

                                  GAMECOM, INC.
                  (Formerly The Schooner Brewery Incorporated)
                 Consolidated Statement of Stockholders' Equity
        For the Periods From December 31, 1997 through December 31, 1999

<TABLE>
<CAPTION>
                                           Shares of              Additional                        Total
                                            Common       Common     Paid-in    Accumulated      Stockholders'
                                             Stock        Stock     Capital      Deficit           Equity
                                             -----        -----     -------      -------           ------
<S>                                         <C>          <C>       <C>          <C>               <C>
Balance December 31, 1997                    6,209,703   $31,048   $  381,294   $  (589,777)      $  (177,435)

Stock issued for consulting services           600,000     3,000      222,000            --           225,000

Contribution of capital for services                --        --       18,750            --            18,750

Stock issued for loan incentives               613,000     3,065      150,185            --           153,250

Stock issued in compensation for services      800,000     4,000      196,000            --           200,000

Sale of stock                                   60,000       300       14,700            --            15,000

Contribution of capital for services                --        --        6,250            --             6,250

Loss for the year ended December 31, 1998           --        --           --    (1,385,814)       (1,385,814)
                                            ----------   -------   ----------   -----------       -----------
Balance December 31, 1998                    8,282,703   $41,413   $  989,179   $(1,975,591)      $  (944,999)
                                            ----------   -------   ----------   -----------       -----------

Stock issued as incentive for loans            240,000     1,200       54,000            --            55,200

Stock issued in compensation for services      125,000       625        4,375            --             5,000

Sales of stock                               1,369,048     6,845      128,155            --           135,000

Contribution of capital for services                --        --       18,750            --            18,750

Exercise of stock options                      300,000     1,500       36,000            --            37,500


Loss for the year ended December 31, 1999           --        --           --      (361,880)         (361,880)
                                            ----------   -------   ----------   -----------       -----------
Balance December 31, 1999                   10,316,751   $51,583   $1,230,459   $(2,337,471)      $(1,055,429)
                                            ==========   =======   ==========   ===========       ===========
</TABLE>

     The accompanying notes are an integral part of this financial statement


                                       37
<PAGE>

                                  GAMECOM, INC.
                  (Formerly The Schooner Brewery Incorporated)
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                     For the Year Ended        For the Three Months
                                                         December 31              Ended March 31
                                                     1999           1998         2000         1999
                                                     ----           ----         ----         ----
<S>                                                 <C>          <C>            <C>         <C>
Cash flows from operating activities

Net loss                                            $(361,880)   $(1,385,813)   $(94,435)   $(106,193)

Adjustments to reconcile net loss to net
  cash provided by operating activities:
    Depreciation                                        5,356         51,122       7,027       24,399
Impairment of assets                                                 132,545
Gain on sale of assets                               (143,781)
Services and fees paid with stock                      23,750        446,000
Financing fees                                         55,200        153,250      17,500       55,200
Stock options issued as compensation                       --             --          --           --
     (Increase) decrease in:
        Accounts receivable-trade                       1,367            483          --        1,366
        Prepaid and other assets                        3,044          7,317       8,989          896
     Increase (decrease) in:
        Accounts payable and accrued expense          247,530        240,973      49,293        7,498
                                                    ---------    -----------    --------    ---------

     Net cash provided by operating activities       (169,414)      (354,123)    (11,626)     (16,834)

Cash flows from investing activities
      Sale of capital assets                                              --          --
     Capital expenditures                             (41,237)            --      (1,512       (4,000)
                                                    ---------    -----------    --------    ---------
   Net cash used by investing activities              (41,237)            --      (1,512       (4,000)

Cash flow from financing  activities
    Short-term notes payable                           85,547        313,374          --       18,668
    Increase in capital stock and paid-in capital     135,000         15,000          --           --
                                                    ---------    -----------    --------    ---------
   Net cash provided by financing activities          220,547        328,374          --       18,668

Net increase in cash and cash equivalents               9,896        (25,749)    (13,138)      (2,166)
Cash and cash equivalents beginning of period           5,666         31,415      15,564        5,666
                                                    ---------    -----------    --------    ---------
Cash and cash equivalents end of period             $  15,562    $     5,666    $  2,426    $   3,500
                                                    =========    ===========    ========    =========

Interest paid during the year                       $   9,040    $    19,701    $    431    $   3,648
                                                    =========    ===========    ========    =========
Income taxes paid during the year                   $      --    $        --    $     --    $      --
                                                    =========    ===========    ========    =========
</TABLE>

     The accompanying notes are an integral part of this financial statement


                                       38
<PAGE>

     THE SCHOONER BREWERY INCORPORATED AND SUBSIDIARY NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

Principal Business Activity

The Schooner Brewery Incorporated operates a restaurant and brewpub through its
wholly owned subsidiary, First Brewery of Dallas, Inc.

Principals of Consolidation

The accompanying consolidated financial statements include the accounts of the
parent company, The Schooner Brewery Incorporated ("Company") and its subsidiary
after elimination of significant intercompany accounts and transactions.

Concentration of Credit Risk

The Company maintains deposits within federally insured limits. Statement of
Financial Accounting Standards No. 105 identifies these items as concentration
of credit risk requiring disclosure, regardless of the degree of risk. The risk
is managed by maintaining all deposits in high quality financial institutions.

Use of Estimates in Preparation of Financial Statements

The preparation of the accompanying financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that directly affect the results of reported assets,
liabilities, revenues and expenses. Actual results may differ from these
estimates.

Fair Value of Financial Instruments

The fair value of all reported assets and liabilities which represent financial
instruments (none of which are held for trading purposes) approximate the
carrying value of such amounts.

Inventories

Inventories are stated at the lower of cost or market.

Cash Flow Presentation

For purposes of the Statement of Cash Flows, cash equivalents include time
deposits, certificates of deposits and all liquid debt instruments with original
maturates of three months or less.

Earnings Per Share

Primary earnings per share amounts are computed based upon the weighted average
number of shares actually outstanding. The number of shares used in the
computation was 8,271,554. This number does not include any shares called for by
the penalty provisions of certain of the Company's notes since, based on the
opinion of legal counsel, these penalty provisions are unenforeceable. See Note
5.

Property, Equipment and Depreciation

Property and equipment are valued at cost. Maintenance and repair costs are
charged to expenses as incurred. Gains and losses on disposition of property and
equipment are reflected in income. Depreciation is computed on the straight-
line method for financial reporting purposes, based on the estimated useful
lives of the assets.


                                       39
<PAGE>

Revenue Recognition and Accounts Receivable

Sales are made for cash or they are charged to credit cards. The credit card
sales are recorded as accounts receivable and collected within the following
two-week period. Revenues are recognized at the point sales are made.

Common Stock Issued for Services

The Company has in the past issued stock for service to non-employees on a
negotiated basis where the value of the services is recorded and stock issued
based upon the agreed number of shares issued for the value of the services
performed. The measurement date for determining such value is the date an
agreement is reached for issuance of the shares, and the number of shares issued
is based on the market value of such shares on such date.

Common Stock Issued as Incentive for Loans

From time to time the Company has obtained non-interest bearing loans or
guarantees of bank loans from individuals. As incentive for these loans the
Company issued some of its common stock and recorded as expense the market value
of the stock. These issuances were as follows:

                                                                    Market Value
Date             Amount Lent             Shares Issued                 of Shares
3/98                $ 50,000                   120,000                  $ 30,000
9/98                $123,000                   493,000                  $123,250
1/99                $ 88,500                   240,000                  $ 55,200
1/00                $ 20,000                   100,000                  $ 37,500

Charges in amounts equal to the fair market value of the shares issued for such
loans or guarantees are included in the Statement of Operations for the
applicable periods as "Financing Charges." These loans were made pursuant to
subscription agreements with the individual lenders, and were not available to
other note holders.

Contingentcies

Connect Computer Group, Inc., the firm which has been largely responsible for
development of the Company's kiosk and computer systems ("Connect Computer"),
has performed its development work on the basis of an oral understanding or
"gentleman's agreement" with the Company's Chief Executive Officer that if the
Company is successful in marketing the product, Connect Computer will be issued
a significant equity position in the Company, the amount of which is yet to be
determined. If marketing of the product is not successful, Connect Computer will
not be entitled to any shares for its efforts. The parties have not explicitly
agreed upon any method for determining whether marketing of the product has been
successful. There is considerable uncertainty as to both the standards for
determining whether any shares are issuable and the number of shares, if any,
which may ultimately be issued for those services. However, the Company has made
a charge to its earnings for those services based on its estimate of the number
of shares which will ultimately be issuable for those services and the fair
market value of the Company's shares as of December 31, 1999. Subsequent
negotiations may result in significant adjustments to these estimates.

NOTE 2 GOING CONCERN

As shown in the accompanying financial statements the Company has incurred
losses from operations and has a deficit working capital. The Company's current
net operating revenues are not sufficient to provide adequate cash flow required
to pay all of the Company's administrative expenses. For this reason the Company
must rely on short-term borrowing and equity financing. The Company's subsidiary
ceased operations of its business on January 10, 1999, the effect of which
eliminates sources of cash flow from operations. Because the subsidiary was
generating negative cash flow Management closed those operations to mitigate
further deterioration. Until the new operations begin the Company must rely on
public and private funding to meet any of its cash flow requirements. Management
has begun efforts for a new line of business. The Company plans to make a public
offering of its common stock and


                                       40
<PAGE>

expects to obtain funds through private offering of its securities. The Company
expects to begin receiving revenues from its new operations in the first quarter
of the year 2000.

NOTE 3 IMPAIRMENT OF ASSETS

Operation of the Company's brewpub and restaurant, its only operation, was
discontinued in early 1999 and was being phased out in 1998. For the year 1998
the Company identified certain assets that were impaired as the result of the
discontining operations. A provision for the impairment of related equipment and
other fixed assets that would be impaired is shown as a separate item in the
Statement of Operations. The provision for the loss was provided based on an
assessments of all of the Company's operating assets and the likelihood that the
carrying value of certain of those assets could not be realized. In the
subsequent period other equipment and fixed assets not included in the impaired
assets were sold at a gain.

NOTE 4 ACQUISITION OF SUBSIDIARY

In March 1997 the Company acquired all of the outstanding stock of First Brewery
of Dallas, Inc. ("First") by exchanging 3,860,000 shares of the Company's common
capital stock for all of the outstanding capital stock of First, whereby First
became the wholly-owned subsidiary of the Company. Although the Company was the
surviving entity in this transaction, the acquisition was accounted for as a
purchase of the Company by First. Since Schooner's assets consisted solely of
cash, no goodwill was recorded in connection with the transaction. Prior to the
acquisition by the Company, First had acquired the interest of all of the
partners in First Brewery of Dallas I, Ltd., a limited partnership, by issuing
its capital stock in exchange for all of the partners' interest in the
partnership. The partnership had operated a restaurant and brewpub in the West
End district of Dallas, Texas since June 1994. On March 13, 1997, First acquired
all of the assets of the partnership in exchange for 49,500 shares of common
stock of First. The transaction between First Brewery of Dallas, Inc. and First
Brewery of Dallas, Ltd. was accounted for as a reorganization.

NOTE 5 NOTES PAYABLE

Notes payable at December 31, 1998 consisted of the following:
Note payable to bank due March 16, 2000 with interest at 8.5%           $ 20,000
Notes payable to stockholders due on demand, interest at 12%            $ 25,000
Notes payable to stockholders due June 10, 1998, interest at 12%         100,000
Notes payable to stockholders due from August 1through December 2,
1998 with no interest                                                    172,000
Notes payable to stockholders due in February and March 1999
Without interest                                                          63,500
                                                                        --------
                                                                        $380,500

The notes due to stockholders due in dates through December 31, 1998 were in
default at December 31, 1998. The notes due to stockholders due in 1999 have
subsequently become in default. Notes payable to stockholders in the amount of
$100,000 were issued by the Company in increments of $10,000 having a maturity
date of May 10, 1998. The holder of each of these Convertible Promissory Notes
has a non-assignable option to purchase 7,500 shares of Common Stock at par
value. Alternately, each holder has the right to convert their Convertible
Promissory Note to equity in the form of 12,500 shares of Common Stock. None of
the notes have been converted.

Of the $235,500 payable without interest as described above, $103,500 in
principal amount provides for a per diem issuance of common Stock as a penalty
for late payments. As of December 31, 1999, the per diem issuance would be in
excess of 2,800,000 shares of the Company's Common Stock. The Company has
received an opinion from counsel, Richard L. Wright, P.C., that the penalty
provisions are unenforceable as illegal usury under applicable Texas law.
However, there has not been any litigation between the Company and the holder of
the note as to this issue, and in the absence of a court decision directly
applicable to the parties, there remains at least some risk that the opinion of
counsel could be wrong. Should the holder of the note prevail in any such
litigation, the shares issuable under the penalty provisions would result in
this holder's becoming the Company's largest single shareholder. Further,
depending upon how long it took to resolve the issue, an adverse decision could
result in such


                                       41
<PAGE>

holder's becoming a controlling shareholder of the Company. According to legal
counsel there is no likelihood of a sustainable assessment of the per diem late
penalty. Therefore, in accordance with SFAS No. 5, no provision for such charges
has been provided.

NOTE 6 STOCKHOLDERS' EQUITY

Common Stock

The Company's authorized number of Common Shares that can be issued is
50,000,000 shares with a par value of $.005. The number of shares outstanding at
December 31, 1999 was 11,822,150. There were 1,505,399 common shares redeemable
for the total amount of $7,527. The Company's board of directors adopted a
resolution on December 12, 1997 to redeem 1,505,399 shares of the Common Stock
from certain shareholders to be redeemed from the proceeds of a subsequent stock
offering no later than March 31, 1998. At December 31, 1999 none of the stock
has been redeemed.

Redeemable Common Stock

In December 1997, the ten former shareholders of First Brewery of Dallas, Inc.,
acquired by the Company in March, 1997, collectively agreed with the Company's
Board of Directors that a dilution of their collective equity interest was in
the best interest of the Company. Therefore, the Company adopted a resolution on
December 12, 1997 to redeem 1,505,399 shares of the Common Stock from the ten
shareholders, at par value, $.005, with the consideration for such redemption to
be paid pro rata to such shareholders no later that March 31, 1998, presumably
out of the proceeds of a future equity offering. None of the shares have been
redeemed but can be redeemed at the Company's option. The total number of shares
and the redemption liability is reflected in the balance sheet under,
"Redeemable Common Stock."

NOTE 7 INCOME TAXES

The Company follows Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," which requires an asset and liability approach
for accounting for income taxes. Deferred income taxes arise from temporary
differences between financial and tax basis of certain assets and liabilities. A
valuation allowance has been established in the amount of $186,430. It is not
likely that the allowance will be realized; consequently the allowance has been
fully reserved. The Company's net operating loss carryforward is $1,950,849.

NOTE 8 LEASES

The Company leases its restaurant space under a lease agreement, which expired
October 1, 1999. During the year ended December 31, 1998, the Company paid
$130,960 under the lease agreement.

NOTE 9 OFFICER AND DIRECTOR COMPENSATION

No director receives or has received any compensation from the Company for
service as a member of the Board of Directors. None of the officers have
received any compensation for service from the Company. However, based on the
time spent by one officer expense was recorded based on the estimated
compensation and that amount was credited to paid-in captial as a contribution
to capital.

NOTE 10 RELATED PARTY TRANSACTIONS

On December 12, 1997, by unanimous consent, the Board of Directors approved
borrowing up to $100,000 from certain stockholders. The promissory notes provide
that the notes be secured by the 'Net Game LinkTM system to be installed at the
Company's restaurant. The holders of said notes shall, for each $10,000 of
notes, in addition to the payment of principal and interest, be entitled to
7,500 shares of the Company's common stock at par value at maturity. Prior to
maturity, the holders of the promissory notes shall have the right to convert
their notes to equity in the amount of 12,500 shares of the Company's restricted
common stock. Thereafter, by unanimous consent, the


                                       42
<PAGE>

Board of Directors approved additional borrowings from certain shareholders, in
the aggregate sum of $162,000. In lieu of interest, the Company issued to such
shareholders restricted shares of the Company's common stock.

NOTE 11 STOCK OPTION PLANS

In 1995 the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ["SFAS"] No. 123, "Accounting for Stock-Based
Compensation." SFAS No. 123 is effective for fiscal years beginning after
December 31, 1995 and requires companies to use recognized option pricing to
estimate the fair value of stock-based compensation, including stock options.
The Statement requires additional disclosure based on the fair value based
method of accounting for an employee stock option and encourages, but does not
require, companies to recognize the value of these option grants as additional
compensation using methodology of SFAS No. 123. The Company has elected to
continue recognizing expense as prescribed by APB Opinion No.25, "Accounting for
Stock Issued to Employees," as allowed under FASB No. 123 rather than
recognizing compensation expense as calculated under SFAS No. 123.

Incentive Stock Options [Non-Compensation]

These options, incentive in nature, provide that Mr. Jones may purchase (i)
111,000 shares at par value subject to the condition precedent that the
Company's shares are trading at $1.50 per share, (ii) 361,000 shares at par
value subject to the condition precedent that the Company's shares are trading
at $3.00 per share, (iii) 111,000 shares at par value subject to the condition
precedent that the Company's shares are publicly trading at $4.50 per share, and
(iv) the balance of 250,000 shares at par value subject to the condition
precedent that the Company's shares are publicly trading at $5.00 per share.
These incentive stock options were granted to Mr. Jones by the Company's board
of directors (Mr. Jones abstaining) on December 12, 1997 and on December 14,
1998.

Messrs. Poynter and Aleckner each hold an option for 333,000 shares in the
Company's Common Stock. These options, incentive in nature, provide that Messrs.
Poynter and Aleckner may purchaser (i) 111,000 shares at par value subject to
the condition precedent that the Company's shares are trading at $1.50 per
share, (ii) 111,000 shares at par value subject to the condition precedent that
the Company's shares are trading at $3.00 per share, and (iii) the balance of
111,000 shares at par value subject to the condition precedent that the
Company's shares are publicly trading at $4.50 per share. These incentive stock
options were granted to Messrs. Poynter and Aleckner by the Company's board of
directors (Messrs.Poynter and Aleckner abstaining on the grant of their stock
option) on December 14, 1998.

Outstanding options were 1,199,000 at December 31, 1999.

Accounting for the measurement date of these options occurs when the various
stock prices are realized.

Stock Based compensation Plan

The Company has one stock-based compensation plan as noted below. With regard to
its stock option plan, the Company applies APB No. 25 in accounting for such
plans and accordingly no compensation cost has been recognized. Had compensation
expense been determined based on fair value at the grant date for stock options
consistent with SFAS No. 123 the Company's net income and net income per common
share would not have changed for 1998 or 1999 because no grants were made in
those years.

On December 12, 1997, by unanimous consent of the Board of Directors, restricted
options to purchase 50,000 shares of the Company's common stock were issued to
certain key personnel of the Company at an exercise price of $.005 per share
conditioned upon the continued employment of the employee. The shares are
non-transferable and may be redeemed at $.005 per share by the Company in the
event the holder shall cease for any reason to be employed by the Company.


                                       43
<PAGE>

                                                            1999            1998

Options beginning of year                              1,499,000         800,000

Number of options granted                                     --         699,000
                                                      ----------      ----------

Options exercised during year                            300,000              --
                                                      ----------      ----------

Options forfeited during year                                 --              --
                                                      ----------      ----------

Options outstanding end of year                        1,199,000       1,499,000
                                                      ----------      ----------

Options exercisable at end of year                            --         300,000
                                                      ==========      ==========

Weighted average exercise price per
share outstanding and exercisable                     $     .005      $     .005
                                                      ==========      ==========

Weighted average grant date fair value                $       --      $       --
                                                      ==========      ==========

Had compensation expense been determined based on the fair value at the grant
dates for the stock option grants consistent with the method of SFAS No.123, the
Company's net income per common share would have been reduced to the pro forma
amounts indicated below:

                                                           1999             1998
Net loss:                                                  ----             ----

  As reported                                          $361,880       $1,203,643

  Pro forma                                            $361,880       $1,203,643

Net per common share:

  As reported                                          $ (0.038)      $     .143

  Pro forma                                            $ (0.038)      $     .143

Calculated in accordance with the Black-Scholes option pricing model, using the
Following assumptions; expected volatility computed using as of the date of the
Grant the prior years average of the Common Stock which averaged 5%; expected
dividend yield of 0%; expected option term of two years and risk free rate of
6%. The Company believes that there is no significant income tax effect.

NOTE 12 LEGAL PROCEEDINGS

On February 27, 1998 a judgment was rendered against First Brewery of Dallas I,
Ltd. the partnership all of which interest was acquired by First Brewery of
Dallas, Inc. The Company believes this judgment will be liquidated through
bankruptcy proceedings of the subsidiary.

The Company's First Brewery of Dallas, Inc. subsidiary is a defendant in a
proceeding commenced June 14, 1999 in Tarrant County, Texas by Ben Strong
individually and d/b/a Benco & Associates. This litigation arose out of the
construction of a brewpub which First Brewery acquired from its predecessor in
interest, and alleges that the transaction in which first Brewery of Dallas,
Inc. acquired the assets of the predecessor in interest constituted a fraudulent
conveyance. The amount sought is approximately $58,000. The Company believes
that this claim is without merit, and anticipates that it will be eliminated in
any event through the filing of a bankruptcy proceeding by First Brewery of
Dallas, Inc.


                                       44
<PAGE>

NOTE 13 REVERSE STOCK SPLIT

In a Special Meeting of the Board of Directors on June 30, 1997 and pursuant to
the action of taken by the shareholders owning a majority of the issued and
outstanding shares of the Company's common stock the Company gave effect to a
reverse stock split of one share for five shares of the Company's common stock.
Before the stock split the Company had 34,965,000 shares of stock outstanding;
immediately after the stock split the Company had outstanding 6,993,000 shares
of common stock.

NOTE 14 SUPPLEMENTAL CASH FLOW INFORMATION

The following supplemental cash flow information is provided for interest,
Income taxes paid and for non-cash transactions:

                                               For the year ended December 31,

                                                      1999            1998
                                                      ----            ----

Interest paid                                       16,065          11,926
Income taxes paid                                       --              --
Non-cash transactions:
 Service compensated with stock                     21,250         243,750
 Compensation paid in options                       36,000              --
 Notes exchanged for equipment                      70,270              --

NOTE 15 REVISED FINANCIAL STATEMENTS

Subsequent to the completion of the 1998 audit and the issuance of the 1998
audit report it was determined that additional transactions had occurred where
common stock of the Company was issued for consulting and other services. The
financial statements have been revised to reflect these transactions which were
recorded based on the value of the services performed and the price of the stock
at the time of the services. In addition the revised financial statements have
omitted reference to discontinued operations because the Company did not
discontinue a segment of its business as described in APB No.30, rather all of
the Company's prior operations ceased in January 1999. The financial statements
have also been revised to show separately the Redeemable Common Shares outside
the equity disclosure.


                                       45
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. Indemnification of Directors and Officers

The Articles of Incorporation generally limit the personal liability of
directors for monetary damages for any act or omission in their capacities as
directors to the fullest extent permitted by law. In addition, the Company's
bylaws provide that the Company shall indemnify and advance or reimburse
reasonable expenses incurred by, directors, officers, employees or agents of the
Company, to the fullest extent that a Company may grant indemnification to a
director under the Texas Business Corp. Act, and may indemnify such persons to
such further extent as permitted by law.

ITEM 25. Other Expenses of Issuance and Distribution

The following is an itemized statement of the estimated amounts of all expenses
payable by the registrant in connection with the registration of the common
stock offered hereby:

SEC filing fee.........................................................  $ 4,105
Blue sky fees and expenses.............................................    5,000
Legal fees.............................................................   40,000
Accounting fees........................................................    5,000
Miscellaneous..........................................................   10,000
         Total.........................................................   61,000

ITEM 26. Recent Sales of Unregistered Securities

Upon its organization in January, 1996, the Company issued 2,100,000 of its
Common Stock to its promoters and a limited number of third party investors at a
purchase price of $0.02 per share for an aggregate purchase price of $42,000.
This sale was made in reliance upon the exemption contained in Section 4(2) of
the Securities Act of 1933, as amended (the "Act").

In May of 1996, the Company sold 400,000 units at a price of $0.125 per unit to
a number of individual investors who were not previously affiliated or
associated with the Company for an aggregate purchase price of $50,000. Each
unit consisted of one share of Common Stock and two warrants, each warrant
authorizing the holder to buy one share of the Company's Common Stock at the
purchase price of $0.50. This sale was made in reliance upon the exemption
contained in Rule 504 of Regulation D under the Act.

In March of 1997, the Company sold 633,000 shares of the Company's Common Stock
at a price of $.01 per share to 14 individual investors not previously
associated or affiliated with the Company, for an aggregate purchase price of
$63,300. This sale was made in reliance on the exemption contained in Rule 504
of Regulation D under the Act .

In March of 1997, the Company issued 3,860,000 shares of its Common Stock to 10
shareholders of First Brewery of Dallas, Inc., then operating the Hubcap Brewery
& Kitchen of Dallas, Texas, in exchange for all of the outstanding shares of
that corporation. Based on the price at which the Company's shares had most
recently been sold to an unrelated investor, the Company believes that the fair
market value of the shares issued in this transaction was $38,600. The shares
were issued in reliance upon the private offering exemption contained in Section
4(2) of the Act.

In conjunction with the stock-for-stock swap discussed in the preceding
paragraph, the Company redeemed 193,000 shares of its Common Stock from Adams
Bragg & Company, Inc. in exchange for a Gateway computer valued at $2,000.


                                       46
<PAGE>

In September of 1997 the Company issued 490,102 shares of its Common Stock at
$0.50 per share for an aggregate purchase price of $245,051 upon exercise of the
warrants originally issued in 1996. The shares were issued in reliance upon the
private offering exemption contained in Section 4(2) of the Act.

In December of 1997, the Company issued 425,000 shares of its Common Stock to
Adams Bragg & Company, Inc., in exchange for its proprietary rights in the 'Net
GameLinkTM idea, which was valued by the Company's Board of Directors at $2,125.
The shares were issued in reliance upon the private offering exemption contained
in Section 4(2) of the Act.

Between December, 1997 and February, 1998, the Company issued $100,000 in
principal amount of its convertible subordinated notes to certain of its
existing shareholders and one additional sophisticated investor. These notes
were issued in reliance upon the private offering exemption contained in Section
4(2) of the Act.

In March of 1998, the Company issued 120,000 shares of its Common Stock to
certain of its existing shareholders as additional consideration for a loan in
the aggregate amount of $50,000. Management believes that the fair market value
of the 120,000 shares issued in lieu of interest was approximately $30,000. The
shares were issued in reliance upon the private offering exemption contained in
Section 4(2) of the Act.

In May of 1998, the Company issued 300,000 shares of its Common Stock to Net
Gameport, Inc., an accredited investor, in payment for financial and public
relations consulting services valued at $75,000. These notes were issued in
reliance upon the private offering exemptions contained in Section 4(2) and the
accredited investor exemption contained in Section 4(6) of the Act.

In June of 1998, the Company issued 300,000 shares of its Common Stock to
Capital & Media Partners, Inc. in payment for financial and public relations
consulting services valued at $150,000. These shares were issued in reliance
upon the private offering exemption contained in Section 4(2) and the accredited
investor exemption contained in Section 4(6) of the Act.

In September of 1998, the Company issued $123,000 in principal amount of
promissory notes to existing shareholders and issued 493,000 shares of its
Common Stock in lieu of future interest on such notes. Management believes that
the fair market value of the 493,000 shares issued in lieu of interest was
approximately $123,250. These notes and shares were issued in reliance upon the
private offering exemption contained in Section 4(2) of the Act.

In November of 1998, the Company issued 60,000 shares of its Common Stock to a
current shareholder who was an accredited investor at $0.25 per share for an
aggregate purchase price of $15,000. These shares were issued in reliance upon
the private offering exemption contained in Section 4(2) and the accredited
investor exemption contained in Section 4(6) of the Act.

In December of 1998, the Company issued 800,000 shares of its Common Stock to an
individual accredited investor in payment for shareholder relations and
strategic planning services valued at $200,000. These shares were issued in
reliance upon the private offering exemption contained in Section 4(2) and the
accredited investor exemption contained in Section 4(6) of the Act.

In January of 1999, the Company issued issued $88,500 in principal amount of
promissory notes to existing shareholders and issued 240,000 shares of its
Common Stock in lieu of future interest on such notes. Management believes that
the fair market value of the 240,000 shares issued in lieu of interest was
approximately $55,200. These notes and shares were issued in reliance upon the
private offering exemption contained in Section 4(2) of the Act.

In January of 1999, the Company issued 300,000 shares of its Common Stock to its
Chief Executive Officer and two employees at $0.005 per share upon the exercise
of stock options for an aggregate of $1,500. The shares were issued in reliance
upon the private offering exemption contained in Section 4(2) of the Act.

In April of 1999, the Company issued in aggregate of 1,000,000 shares of its
Common Stock to two investors not previously associated or affiliated with the
Company at $0.06 per share for an aggregate of $60,000, and an


                                       47
<PAGE>

additional 100,000 shares also valued at $0.06 per share for an aggregate of
$6,000, to the law firm handling the transaction and a financial services firm
in payment for their services in connection with the transaction. The shares
were issued in reliance upon the limited offering exemption of Rule 504 under
the Act.

In July, 1999, the Company issued 119,048 shares of its Common Stock at $0.42
per share for an aggregate of $50,000. These shares were sold to one individual
who had been directly involved in development of the Company's game machine and
was thoroughly familiar with its business, and were issued in reliance upon the
private offering exemption contained in Section 4(2) of the Act.

In October of 1999, the Company issued 250,000 shares of its Common Stock to an
accredited investor not previously associated with the Company at $0.10 per
share for an aggregate of $25,000. Also in October of 1999, the Company issued
25,000 shares of its common stock in partial payment of legal fees incurred in
connection with registration of its Common Stock under the Securities Exchange
Act of 1934. Management believes that the fair market value of the 25,000 shares
issued in payment of the legal fee was approximately $2,500. These shares were
issued in reliance upon the private offering exemption contained in Section 4(2)
and the accredited investor exemption contained in Section 4(6) of the Act.

In January of 2000, the Company issued 100,000 shares of its Common Stock to its
Chief Executive Officer as compensation for his guaranty of an unsecured bank
loan to the Company in the amount of $20,000. Management believes that the fair
market value of the shares was approximately $35,000. These shares were issued
in reliance upon the private offering exemption contained in Section 4(2) of the
Act.

In April of 2000, the Company issued 88,968 shares of its common stock to its
chief executive officer as compensation for his guaranty of an unsecured bank
loan to the Company in the amount of $25,000. Management believes that the fair
market value of the shares was approximately $30,694. These shares were issued
in reliance upon the private offering exemption contained in Section 4(2) of the
Act.

In June of 2000, the Company issued 71,429 shares of its common stock to an
accredited investor which was previously a shareholder of the Company at $0.70
per share for an aggregate of $50,000.00. Additionally, the Company issued to
such accredited investor $50,000.00 in principal amount of promissory notes and
an additional 8,571 shares of its common stock in lieu of future interest on
such note. Management believes that the fair market value of the 8,571 shares
issued in lieu of interest was approximately $2,571. These shares and notes were
issued in reliance upon the private offering exemption contained in Section 4(2)
and the accredited investor exemption contained in Section 4(6) of the Act.

In June of 2000, the Company granted De Monte Associates, Inc., a financial
public relations firm, five year options to purchase (i) 25,000 shares at $0.51
per share, but only if at the time of exercise our shares are trading at $3.00
per share, and (ii) an additional 25,000 shares at $0.51 per share but only if
at the time of exercise our shares are trading at $5.00 per share. These options
were issued in reliance upon the private offering exemption contained in Section
4(2) and the accredited investor exemption contained in Section 4(6) of the Act.

ITEM 27. Exhibits

EXHIBIT           DESCRIPTION

NO

(3.1)     Articles of Incorporation of The Schooner Brewery Incorporated
          incorporated by reference from Exhibit 3.1 to the registrant's
          Registration Statement on Form 10SB

(3.2)     Certificate of Amendment of Articles of Incorporation of The Schooner
          Brewery Incorporated dated February 14, 1997 incorporated by reference
          from Exhibit 3.2 to the registrant's Registration Statement on Form
          10SB

(3.3)     Certificate of Amendment of Articles of Incorporation of The Schooner
          Brewery Incorporated filed February 10, 1999 incorporated by reference
          from Exhibit 3.3 to the registrant's Registration Statement on Form
          10SB


                                       48
<PAGE>

(3.4)     Bylaws incorporated by reference from Exhibit 3.4 to the registrant's
          Registration Statement on Form 10SB

(3.5)     Plan of Merger between GameCom, Inc., a Nevada corporation and
          GameCom, Inc., a Texas corporation incorporated by reference from
          Exhibit 3.5 to Amendment No. 1 to the registrant's Registration
          Statement on Form 10SB

(3.6)     Articles of Incorporation of GameCom, Inc., a Texas corporation
          incorporated by reference from Exhibit 3.6 to Amendment No. 1 to the
          registrant's Registration Statement on Form 10SB

(3.7)     Bylaws of GameCom, Inc. incorporated by reference from Exhibit 3.7 to
          Amendment No. 1 to the registrant's Registration Statement on Form
          10SB

(4.1)     Form of Subordinated Notes incorporated by reference from Exhibit 4.1
          to the registrant's Registration Statement on Form 10SB

(4.2)     Form of Convertible Subordinated Notes incorporated by reference from
          Exhibit 4.2 to the registrant's Registration Statement on Form 10SB

(4.3)     Form of Convertible Subordinated Notes providing for penalty payable
          in shares incorporated by reference from Exhibit 4.3 to the
          registrant's Registration Statement on Form 10SB

(4.4)     Investment Agreement with Swartz Private Equity LLC

(5)       Legal opinion of Raice Paykin Krieg & Schrader LLP

(10)      2000 Incentive Stock Option Plan incorporated by reference from
          Exhibit 4.3 to Amendment No. 1 to the registrant's Registration
          Statement on Form 10SB

(21)      List of Subsidiaries incorporated by reference from Exhibit 21 to the
          registrant's Registration Statement on Form 10SB

(23.1)    Consent of Raice Paykin Krieg & Schrader LLP (contained in Exhibit 5)

(23.2)    Consent of Thomas Bailey & Associates PC

(24.1)    * Powers of Attorney

(27)      * Financial Data Schedule

          * Previously filed

ITEM 28. Undertakings.

(a) The undersigned registrant hereby undertakes that it will:

      (1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;


                                       49
<PAGE>

            (iii) To include any additional or changed material information on
the plan of distribution;

      (2) For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

      (3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(c) The undersigned registrant hereby undertakes that it will:

      (1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497 (h)
under the Securities Act as part of this registration statement as of the time
the Commission declared it effective.

      (2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this amendment to be
signed on its behalf by the undersigned in the City of Arlington, Texas on
August 8, 2000.

GAMECOM, INC.


By: /s/ L. Kelly Jones
    ------------------

            Chief Executive Officer


                                       50
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this amendment has
been signed by the following persons in the capacities and as of the dates
indicated.

Signature               Title                                      Date

                        Chief Executive Officer, Chairman
                        of the Board of Directors and Chief
                        Financial Officer


/s/ L. Kelly Jones
- ------------------------                                          August 8, 2000
L. Kelly Jones


/s/ John F. Aleckner, Jr.
- ------------------------    President and Director                August 8, 2000
John F. Aleckner, Jr.


/s/ W. James Poynter
- ------------------------    Vice-President and Director           August 8, 2000
W. James Poynter


/s/ Kimberly Biggs
- ------------------------    Secretary and Treasurer               August 8, 2000
Kimberly Biggs


                                       51
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>INVESTMENT AGREEMENT
<TEXT>


                                  GAMECOM, INC.

                              INVESTMENT AGREEMENT

      THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
      AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY
      MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE FEDERAL AND STATE SECURITIES LAWS.

      THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
      SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED
      HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR
      SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED
      BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES
      CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

      AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. THE
      INVESTOR MUST RELY ON ITS OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF
      THE RISKS INVOLVED. SEE THE RISK FACTORS SET FORTH IN THE ATTACHED
      DISCLOSURE DOCUMENTS AS EXHIBIT J.

      SEE ADDITIONAL LEGENDS AT SECTION 4.7.

            THIS INVESTMENT AGREEMENT (this "Agreement" or "Investment
Agreement") is made as of the 1st day of June, 2000, by and between GameCom,
Inc., a corporation duly organized and existing under the laws of the State of
Texas (the "Company"), and the undersigned Investor executing this Agreement
("Investor").

                                    RECITALS:

      WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue to the Investor, and the
Investor shall purchase from the Company, from time to time as provided herein,
shares of the Company's Common Stock, as part of an offering of Common Stock by
the Company to Investor, for a maximum aggregate offering amount of Fifteen
Million Dollars ($15,000,000) (the "Maximum Offering Amount"); and

      WHEREAS, the solicitation of this Investment Agreement and, if accepted by
the Company, the offer and sale of the Common Stock, are being made in reliance
upon the provisions of Regulation D
<PAGE>

("Regulation D") promulgated under the Act, Section 4(2) of the Act, and/or upon
such other exemption from the registration requirements of the Act as may be
available with respect to any or all of the purchases of Common Stock to be made
hereunder.

                                     TERMS:

      NOW, THEREFORE, the parties hereto agree as follows:

      1. Certain Definitions. As used in this Agreement (including the recitals
above), the following terms shall have the following meanings (such meanings to
be equally applicable to both the singular and plural forms of the terms
defined):

      "20% Approval" shall have the meaning set forth in Section 5.25.

      "9.9% Limitation" shall have the meaning set forth in Section 2.3.1(f).

      "Accredited Investor" shall have the meaning set forth in Section 3.1.

      "Act" shall mean the Securities Act of 1933, as amended.

      "Advance Put Notice" shall have the meaning set forth in Section 2.3.1(a),
the form of which is attached hereto as Exhibit E.

      "Advance Put Notice Confirmation" shall have the meaning set forth in
Section 2.3.1(a), the form of which is attached hereto as Exhibit F.

      "Advance Put Notice Date" shall have the meaning set forth in Section
2.3.1(a).

      "Affiliate" shall have the meaning as set forth Section 6.4.

      "Aggregate Issued Shares" equals the aggregate number of shares of Common
Stock issued to Investor pursuant to the terms of this Agreement or the
Registration Rights Agreement as of a given date, including Put Shares and
Warrant Shares.

      "Agreed Upon Procedures Report" shall have the meaning set forth in
Section 2.5.3(b).

      "Agreement" shall have the meaning set forth in the paragraph immediately
preceding the recitals.

      "Annual Non-Usage Fee" shall have the meaning set forth in Section 2.6

      "Automatic Termination" shall have the meaning set forth in Section 2.3.2.

      "Bring Down Cold Comfort Letters" shall have the meaning set forth in
Section 2.3.6(b).

      "Business Day" shall mean any day during which the Principal Market is
open for trading.


                                       2
<PAGE>

      "Calendar Month" shall mean the period of time beginning on the numeric
day in question in a calendar month and for Calendar Months thereafter,
beginning on the earlier of (i) the same numeric day of the next calendar month
or (ii) the last day of the next calendar month. Each Calendar Month shall end
on the day immediately preceding the beginning of the next succeeding Calendar
Month.

      "Cap Amount" shall have the meaning set forth in Section 2.3.10.

      "Capital Raising Limitations" shall have the meaning set forth in Section
6.5.1.

      "Capitalization Schedule" shall have the meaning set forth in Section
3.2.4, attached hereto as Exhibit K.

      "Closing" shall mean one of (i) the Investment Commitment Closing and (ii)
each closing of a purchase and sale of Common Stock pursuant to Section 2.

      "Closing Bid Price" means, for any security as of any date, the last
closing bid price for such security during Normal Trading on the O.T.C. Bulletin
Board, or, if the O.T.C. Bulletin Board is not the principal securities exchange
or trading market for such security, the last closing bid price during Normal
Trading of such security on the principal securities exchange or trading market
where such security is listed or traded as reported by such principal securities
exchange or trading market, or if the foregoing do not apply, the last closing
bid price during Normal Trading of such security in the over-the-counter market
on the electronic bulletin board for such security, or, if no closing bid price
is reported for such security, the average of the bid prices of any market
makers for such security as reported in the "pink sheets" by the National
Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such
security on such date on any of the foregoing bases, the Closing Bid Price of
such security on such date shall be the fair market value as mutually determined
by the Company and the Investor in this Offering. If the Company and the
Investor in this Offering are unable to agree upon the fair market value of the
Common Stock, then such dispute shall be resolved by an investment banking firm
mutually acceptable to the Company and the Investor in this offering and any
fees and costs associated therewith shall be paid by the Company.

      "Commitment Evaluation Period" shall have the meaning set forth in Section
2.6.

      "Commitment Warrant Exercise Price" shall have the meaning set forth in
Section 2.4.1.

      "Commitment Warrants" shall have the meaning set forth in Section 2.4.1,
the form of which is attached hereto as Exhibit U.

      "Common Shares" shall mean the shares of Common Stock of the Company.

      "Common Stock" shall mean the common stock of the Company.

      "Company" shall have the meaning set forth in the paragraph immediately
preceding the recitals.

      "Company Designated Maximum Put Dollar Amount" shall have the meaning set
forth in Section 2.3.1(a).


                                       3
<PAGE>

      "Company Designated Minimum Put Share Price" shall have the meaning set
forth in Section 2.3.1(a).

      "Company Termination" shall have the meaning set forth in Section 2.3.12.

      "Conditions to Investor's Obligations" shall have the meaning as set forth
in Section 2.2.2.

       "Delisting Event" shall mean any time during the term of this Investment
Agreement, that the Company's Common Stock is not listed for and actively
trading on the O.T.C. Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq
National Market, the American Stock Exchange, or the New York Stock Exchange or
is suspended or delisted with respect to the trading of the shares of Common
Stock on such market or exchange.

      "Disclosure Documents" shall have the meaning as set forth in Section
3.2.4.

      "Due Diligence Review" shall have the meaning as set forth in Section 2.5.

      "Effective Date" shall have the meaning set forth in Section 2.3.1.

      "Equity Securities" shall have the meaning set forth in Section 6.5.1.

      "Evaluation Day" shall have the meaning set forth in Section 2.3.1(b).

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

      "Excluded Day" shall have the meaning set forth in Section 2.3.1(b).

      "Extended Put Period" shall mean the period of time between the Advance
Put Notice Date until the Pricing Period End Date.

      "Impermissible Put Cancellation" shall have the meaning set forth in
Section 2.3.1(e).

      "Indemnified Liabilities" shall have the meaning set forth in Section 9.

      "Indemnitees" shall have the meaning set forth in Section 9.

      "Indemnitor" shall have the meaning set forth in Section 9.

      "Individual Put Limit" shall have the meaning set forth in Section 2.3.1
(b).

       "Ineffective Period" shall mean any period of time that the Registration
Statement or any Supplemental Registration Statement (each as defined in the
Registration Rights Agreement) becomes ineffective or unavailable for use for
the sale or resale, as applicable, of any or all of the Registrable Securities
(as defined in the Registration Rights Agreement) for any reason (or in the
event the


                                       4
<PAGE>

prospectus under either of the above is not current and deliverable) during any
time period required under the Registration Rights Agreement.

      "Initial Exercise Price" shall have the meaning set forth in Section
2.4.1.

      "Intended Put Share Amount" shall have the meaning set forth in Section
2.3.1(a).

      "Investment Commitment Closing" shall have the meaning set forth in
Section 2.2.1.

      "Investment Agreement" shall have the meaning set forth in the paragraph
immediately preceding the recitals.

      "Investment Commitment Opinion of Counsel" shall mean an opinion from
Company's independent counsel, substantially in the form attached as Exhibit B,
or such other form as agreed upon by the parties, as to the Investment
Commitment Closing.

      "Investment Date" shall mean the date of the Investment Commitment
Closing.

      "Investor" shall have the meaning set forth in the preamble hereto.

      "Key Employee" shall have the meaning set forth in Section 5.17, as set
forth in Exhibit N.

      "Late Payment Amount" shall have the meaning set forth in Section 2.3.8.

      "Legend" shall have the meaning set forth in Section 4.7.

      "Major Transaction" shall mean and shall be deemed to have occurred at
such time upon any of the following events:

            (i) a consolidation, merger or other business combination or event
or transaction following which the holders of Common Stock of the Company
immediately preceding such consolidation, merger, combination or event either
(i) no longer hold a majority of the shares of Common Stock of the Company or
(ii) no longer have the ability to elect the board of directors of the Company
(a "Change of Control"); provided, however, that if the other entity involved in
such consolidation, merger, combination or event is a publicly traded company
with "Substantially Similar Trading Characteristics" (as defined below) as the
Company and the holders of Common Stock are to receive solely Common Stock or no
consideration (if the Company is the surviving entity) or solely common stock of
such other entity (if such other entity is the surviving entity), such
transaction shall not be deemed to be a Major Transaction (provided the
surviving entity, if other than the Company, shall have agreed to assume all
obligations of the Company under this Agreement and the Registration Rights
Agreement). For purposes hereof, an entity shall have Substantially Similar
Trading Characteristics as the Company if the average daily dollar Trading
Volume of the common stock of such entity is equal to or in excess of $500,000
for the 90th through the 31st day prior to the public announcement of such
transaction;

            (ii) the sale or transfer of all or substantially all of the
Company's assets; or


                                       5
<PAGE>

            (iii) a purchase, tender or exchange offer made to the holders of
outstanding shares of Common Stock, such that following such purchase, tender or
exchange offer a Change of Control shall have occurred.

      "Market Price" shall equal the lowest Closing Bid Price for the Common
Stock on the Principal Market during the Pricing Period for the applicable Put.

      "Material Facts" shall have the meaning set forth in Section 2.3.6(a).

      "Maximum Put Dollar Amount" shall mean the lesser of (i) the Company
Designated Maximum Put Dollar Amount, if any, specified by the Company in a Put
Notice, and (ii) $2 million.

      "Maximum Offering Amount" shall have the meaning set forth in the Recitals
hereto.

      "Nasdaq 20% Rule" shall have the meaning set forth in Section 2.3.10.

      "NASD" shall have the meaning set forth in Section 6.9.

      "Normal Trading" shall mean trading that occurs between 9:30 AM and 4:00
PM, New York City Time, on any Business Day, and shall expressly exclude "after
hours" trading.

      "NYSE" shall have the meaning set forth in Section 6.9.

      "Numeric Day" shall mean the numerical day of the month of the Investment
Date or the last day of the calendar month in question, whichever is less.

      "Offering" shall mean the Company's offering of Common Stock and Warrants
issued under this Investment Agreement.

      "Officer's Certificate" shall mean a certificate, signed by an officer of
the Company, to the effect that the representations and warranties of the
Company in this Agreement required to be true for the applicable Closing are
true and correct in all material respects and all of the conditions and
limitations set forth in this Agreement for the applicable Closing are
satisfied.

      "Opinion of Counsel" shall mean, as applicable, the Investment Commitment
Opinion of Counsel, the Put Opinion of Counsel, and the Registration Opinion.

      "Payment Due Date" shall have the meaning set forth in Section 2.3.8.

      "Pricing Period" shall mean, unless otherwise shortened under the terms of
this Agreement, the period beginning on the Business Day immediately following
the Put Date and ending on and including the date which is 20 Business Days
after such Put Date.

      "Pricing Period End Date" shall mean the last Business Day of any Pricing
Period.


                                       6
<PAGE>

      "Principal Market" shall mean the O.T.C. Bulletin Board, the Nasdaq Small
Cap Market, the Nasdaq National Market, the American Stock Exchange or the New
York Stock Exchange, whichever is at the time the principal trading exchange or
market for the Common Stock.

      "Proceeding" shall have the meaning as set forth Section 5.1.

      "Purchase" shall have the meaning set forth in Section 2.3.7.

      "Purchase Warrants" shall have the meaning set forth in Section 2.4.2, the
form of which is attached hereto as Exhibit D.

      "Purchase Warrant Exercise Price" shall have the meaning set forth in
Section 2.4.2.

      "Put" shall have the meaning set forth in Section 2.3.1(d).

      "Put Cancellation" shall have the meaning set forth in Section 2.3.11(a).

      "Put Cancellation Date" shall have the meaning set forth in Section
2.3.11(a).

      "Put Cancellation Notice Confirmation" shall have the meaning set forth in
Section 2.3.11(c), the form of which is attached hereto as Exhibit S.

      "Put Cancellation Notice" shall have the meaning set forth in Section
2.3.11(a), the form of which is attached hereto as Exhibit Q.

      "Put Closing" shall have the meaning set forth in Section 2.3.8.

      "Put Closing Date" shall have the meaning set forth in Section 2.3.8.

      "Put Date" shall mean the date that is specified by the Company in any Put
Notice for which the Company intends to exercise a Put under Section 2.3.1,
unless the Put Date is postponed pursuant to the terms hereof, in which case the
"Put Date" is such postponed date.

      "Put Dollar Amount" shall be determined by multiplying the Put Share
Amount by the respective Put Share Prices with respect to such Put Shares,
subject to the limitations herein.

      "Put Notice" shall have the meaning set forth in Section 2.3.1(d), the
form of which is attached hereto as Exhibit G.

      "Put Notice Confirmation" shall have the meaning set forth in Section
2.3.1(d), the form of which is attached hereto as Exhibit H.


                                       7
<PAGE>

      "Put Opinion of Counsel" shall mean an opinion from Company's independent
counsel, in the form attached as Exhibit I, or such other form as agreed upon by
the parties, as to any Put Closing.

      "Put Share Amount" shall have the meaning as set forth Section 2.3.1(b).

      "Put Share Price" shall have the meaning set forth in Section 2.3.1(c).

      "Put Shares" shall mean shares of Common Stock that are purchased by the
Investor pursuant to a Put.

      "Registrable Securities" shall have the meaning as set forth in the
Registration Rights Agreement.

      "Registration Opinion" shall have the meaning set forth in Section
2.3.6(a), the form of which is attached hereto as Exhibit R.

      "Registration Opinion Deadline" shall have the meaning set forth in
Section 2.3.6(a).

      "Registration Rights Agreement" shall mean that certain registration
rights agreement entered into by the Company and Investor on even date herewith,
in the form attached hereto as Exhibit A, or such other form as agreed upon by
the parties.

      "Registration Statement" shall have the meaning as set forth in the
Registration Rights Agreement.

      "Regulation D" shall have the meaning set forth in the recitals hereto.

      "Reporting Issuer" shall have the meaning set forth in Section 6.2.

      "Required Put Documents" shall have the meaning set forth in Section
2.3.5.

      "Restrictive Legend" shall have the meaning set forth in Section 4.7.

      "Right of First Refusal" shall have the meaning set forth in Section
6.5.2.

      "Risk Factors" shall have the meaning set forth in Section 3.2.4, attached
hereto as Exhibit J.

      "Schedule of Exceptions" shall have the meaning set forth in Section 5,
attached hereto as Exhibit C.

      "SEC" shall mean the Securities and Exchange Commission.

      "Securities" shall mean this Investment Agreement, together with the
Common Stock of the Company, the Warrants and the Warrant Shares issuable
pursuant to this Investment Agreement.


                                       8
<PAGE>

      "Share Authorization Increase Approval" shall have the meaning set forth
in Section 5.25.

      "Stockholder 20% Approval" shall have the meaning set forth in Section
6.11.

      "Supplemental Registration Statement" shall have the meaning set forth in
the Registration Rights Agreement.

      "Term" shall mean the term of this Agreement, which shall be a period of
time beginning on the date of this Agreement and ending on the Termination Date.

      "Termination Date" shall mean the earlier of (i) the date that is three
(3) years after the Effective Date, or (ii) the date that is thirty (30)
Business Days after the later of (a) the Put Closing Date on which the sum of
the aggregate Put Share Price for all Put Shares equal the Maximum Offering
Amount, (b) the date that the Company has delivered a Termination Notice to the
Investor, (c) the date of an Automatic Termination, and (d) the date that all of
the Warrants have been exercised.

      "Termination Fee" shall have the meaning as set forth in Section 2.6.

      "Termination Notice" shall have the meaning as set forth in Section
2.3.12.

      "Third Party Report" shall have the meaning set forth in Section 3.2.4.

      "Trading Volume " shall mean the volume of shares of the Company's Common
Stock that trade between 9:30 AM and 4:00 PM, New York City Time, on any
Business Day, and shall expressly exclude any shares trading during "after
hours" trading.

      "Transaction Documents" shall have the meaning set forth in Section 9.

      "Transfer Agent" shall mean the Company's transfer agent for the Common
Stock, which is currently Continental Stock Transfer and Trust Company.

      "Transfer Agent Instructions" shall mean the Company's instructions to its
transfer agent, substantially in the form attached as Exhibit T, or such other
form as agreed upon by the parties.

      "Trigger Price" shall have the meaning set forth in Section 2.3.1(b).

      "Truncated Pricing Period" shall have the meaning set forth in Section
2.3.11(d).

      "Truncated Put Share Amount" shall have the meaning set forth in Section
2.3.11(b).

      "Unlegended Share Certificates" shall mean a certificate or certificates
(or electronically delivered shares, as appropriate) (in denominations as
instructed by Investor) representing the shares of Common Stock to which the
Investor is then entitled to receive, registered in the name of Investor or its


                                       9
<PAGE>

nominee (as instructed by Investor) and not containing a restrictive legend or
stop transfer order, including but not limited to the Put Shares for the
applicable Put and Warrant Shares.

      "Use of Proceeds Schedule" shall have the meaning as set forth in Section
3.2.4, attached hereto as Exhibit L.

      "Volume Limitations" shall have the meaning set forth in Section 2.3.1(b).

      "Warrant Shares" shall mean the Common Stock issued or issuable upon
exercise of the Warrants.

      "Warrants" shall mean Purchase Warrants and Commitment Warrants.

      2. Purchase and Sale of Common Stock.

            2.1 Offer to Subscribe.

            Subject to the terms and conditions herein and the satisfaction of
the conditions to closing set forth in Sections 2.2 and 2.3 below, Investor
hereby agrees to purchase such amounts of Common Stock and accompanying Warrants
as the Company may, in its sole and absolute discretion, from time to time elect
to issue and sell to Investor according to one or more Puts pursuant to Section
2.3 below.

            2.2 Investment Commitment.

                  2.2.1 Investment Commitment Closing. The closing of this
Agreement (the "Investment Commitment Closing") shall be deemed to occur when
this Agreement and the Registration Rights Agreement have been executed by both
Investor and the Company, the Transfer Agent Instructions have been executed by
both the Company and the Transfer Agent, and the other Conditions to Investor's
Obligations set forth in Section 2.2.2 below have been met.

                  2.2.2 Conditions to Investor's Obligations. As a prerequisite
to the Investment Commitment Closing and the Investor's obligations hereunder,
all of the following (the "Conditions to Investor's Obligations") shall have
been satisfied prior to or concurrently with the Company's execution and
delivery of this Agreement:

            (a)   the following documents shall have been delivered to the
                  Investor: (i) the Registration Rights Agreement (executed by
                  the Company and Investor), (ii) the Investment Commitment
                  Opinion of Counsel (signed by the Company's counsel), (iii)
                  the Transfer Agent Instructions (executed by the Company and
                  the Transfer Agent), and (iv) a Secretary's Certificate as to
                  (A) the resolutions of the Company's board of directors
                  authorizing this transaction, (B) the Company's Certificate of
                  Incorporation, and (C) the Company's Bylaws;


                                       10
<PAGE>

            (b)   this Investment Agreement, accepted by the Company, shall have
                  been received by the Investor;

            (c)   the Company's Common Stock shall be listed for trading and
                  actually trading on the O.T.C. Bulletin Board, the Nasdaq
                  Small Cap Market, the Nasdaq National Market, the American
                  Stock Exchange or the New York Stock Exchange;

            (d)   other than continuing losses described in the Risk Factors set
                  forth in the Disclosure Documents (provided for in Section
                  3.2.4), as of the Closing there have been no material adverse
                  changes in the Company's business prospects or financial
                  condition since the date of the last balance sheet included in
                  the Disclosure Documents, including but not limited to
                  incurring material liabilities; and

            (e)   the representations and warranties of the Company in this
                  Agreement shall be true and correct in all material respects
                  and the conditions to Investor's obligations set forth in this
                  Section 2.2.2 shall have been satisfied as of such Closing;
                  and the Company shall deliver an Officer's Certificate, signed
                  by an officer of the Company, to such effect to the Investor.

            2.3 Puts of Common Shares to the Investor.

                  2.3.1 Procedure to Exercise a Put. Subject to the Individual
Put Limit, the Maximum Offering Amount and the Cap Amount (if applicable), and
the other conditions and limitations set forth in this Agreement, at any time
beginning on the date on which the Registration Statement is declared effective
by the SEC (the "Effective Date"), the Company may, in its sole and absolute
discretion, elect to exercise one or more Puts according to the following
procedure, provided that each subsequent Put Date after the first Put Date shall
be no sooner than five (5) Business Days following the preceding Pricing Period
End Date:

                        (a) Delivery of Advance Put Notice. At least ten (10)
Business Days but not more than twenty (20) Business Days prior to any intended
Put Date (unless otherwise agreed in writing by the Investor), the Company shall
deliver advance written notice (the "Advance Put Notice," the form of which is
attached hereto as Exhibit E, the date of such Advance Put Notice being the
"Advance Put Notice Date") to Investor stating the Put Date for which the
Company shall, subject to the limitations and restrictions contained herein,
exercise a Put and stating the number of shares of Common Stock (subject to the
Individual Put Limit and the Maximum Put Dollar Amount) which the Company
intends to sell to the Investor for the Put (the "Intended Put Share Amount").

      The Company may, at its option, also designate in any Advance Put Notice
(i) a maximum dollar amount of Common Stock, not to exceed $2,000,000, which it
shall sell to Investor during the Put (the "Company Designated Maximum Put
Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the
Investor may purchase shares of Common Stock pursuant to such Put Notice (a
"Company Designated Minimum Put Share Price"). The Company Designated Minimum
Put


                                       11
<PAGE>

Share Price, if applicable, shall be no greater than 80% of the Closing Bid
Price of the Company's common stock on the Advance Put Notice Date. The Company
may decrease (but not increase) the Company Designated Minimum Put Share Price
for a Put at any time by giving the Investor written notice of such decrease not
later than 12:00 Noon, New York City time, on the Business Day immediately
preceding the Business Day that such decrease is to take effect. A decrease in
the Company Designated Minimum Put Share Price shall have no retroactive effect
on the determination of Trigger Prices and Excluded Days for days preceding the
Business Day that such decrease takes effect.

      Notwithstanding the above, if, at the time of delivery of an Advance Put
Notice, more than two (2) Calendar Months have passed since the date of the
previous Put Closing, such Advance Put Notice shall provide at least twenty (20)
Business Days notice of the intended Put Date, unless waived in writing by the
Investor. In order to effect delivery of the Advance Put Notice, the Company
shall (i) send the Advance Put Notice by facsimile on such date so that such
notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii)
surrender such notice on such date to a courier for overnight delivery to the
Investor (or two (2) day delivery in the case of an Investor residing outside of
the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put
Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a
confirmation of receipt (the "Advance Put Notice Confirmation," the form of
which is attached hereto as Exhibit F) of the Advance Put Notice to the Company
specifying that the Advance Put Notice has been received and affirming the
intended Put Date and the Intended Put Share Amount.

                        (b) Put Share Amount. The "Put Share Amount" is the
number of shares of Common Stock that the Investor shall be obligated to
purchase in a given Put, and shall equal the lesser of (i) the Intended Put
Share Amount, and (ii) the Individual Put Limit. The "Individual Put Limit"
shall equal the lesser of (i) 15% of the sum of the aggregate daily reported
Trading Volumes in the outstanding Common Stock on the Company's Principal
Market, excluding any block trades of 20,000 or more shares of Common Stock, for
all Evaluation Days (as defined below) in the Pricing Period, (ii) the number of
Put Shares which, when multiplied by their respective Put Share Prices, equals
the Maximum Put Dollar Amount, and (iii) the 9.9% Limitation, but in no event
shall the Individual Put Limit exceed 15% of the sum of the aggregate daily
reported Trading Volumes in the outstanding Common Stock on the Company's
Principal Market, excluding any block trades of 20,000 or more shares of Common
Stock, for the twenty (20) Business Days immediately preceding the Put Date
(this limitation, together with the limitation in (i) immediately above, are
collectively referred to herein as the "Volume Limitations"). Company agrees not
to trade Common Stock or arrange for Common Stock to be traded for the purpose
of artificially increasing the Volume Limitations.

      For purposes of this Agreement:

            "Trigger Price" for any Pricing Period shall mean the greater of (i)
the Company Designated Minimum Put Share Price, plus $.10, or (ii) the Company
Designated Minimum Put Share Price divided by .91.

            An "Excluded Day" shall mean each Business Day during a Pricing
Period where the lowest intra-day trading price of the Common Stock is less than
the Trigger Price.


                                       12
<PAGE>

            An "Evaluation Day" shall mean each Business Day during a Pricing
Period that is not an Excluded Day.

                        (c) Put Share Price. The purchase price for the Put
Shares (the "Put Share Price") shall equal the lesser of (i) the Market Price
for such Put, minus $.10, or (ii) 91% of the Market Price for such Put, but
shall in no event be less than the Company Designated Minimum Put Share Price
for such Put, if applicable. .

                        (d) Delivery of Put Notice. After delivery of an Advance
Put Notice, on the Put Date specified in the Advance Put Notice the Company
shall deliver written notice (the "Put Notice," the form of which is attached
hereto as Exhibit G) to Investor stating (i) the Put Date, (ii) the Intended Put
Share Amount as specified in the Advance Put Notice (such exercise a "Put"),
(iii) the Company Designated Maximum Put Dollar Amount (if applicable), and (iv)
the Company Designated Minimum Put Share Price (if applicable). In order to
effect delivery of the Put Notice, the Company shall (i) send the Put Notice by
facsimile on the Put Date so that such notice is received by the Investor by
6:00 p.m., New York, NY time, and (ii) surrender such notice on the Put Date to
a courier for overnight delivery to the Investor (or two (2) day delivery in the
case of an Investor residing outside of the U.S.). Upon receipt by the Investor
of a facsimile copy of the Put Notice, the Investor shall, within two (2)
Business Days, send, via facsimile, a confirmation of receipt (the "Put Notice
Confirmation," the form of which is attached hereto as Exhibit H) of the Put
Notice to Company specifying that the Put Notice has been received and affirming
the Put Date and the Intended Put Share Amount.

                        (e) Delivery of Required Put Documents. On or before the
Put Date for such Put, the Company shall deliver the Required Put Documents (as
defined in Section 2.3.5 below) to the Investor (or to an agent of Investor, if
Investor so directs). Unless otherwise specified by the Investor, the Put Shares
of Common Stock shall be transmitted electronically pursuant to such electronic
delivery system as the Investor shall request; otherwise delivery shall be by
physical certificates. If the Company has not delivered all of the Required Put
Documents to the Investor on or before the Put Date, the Put shall be
automatically cancelled, unless the Investor agrees to delay the Put Date by up
to three (3) Business Days, in which case the Pricing Period begins on the
Business Day following such new Put Date. If the Company has not delivered all
of the Required Put Documents to the Investor on or before the Put Date (or new
Put Date, if applicable), and the Investor has not agreed in writing to delay
the Put Date, the Put is automatically canceled (an "Impermissible Put
Cancellation") and, unless the Put was otherwise canceled in accordance with the
terms of Section 2.3.11, the Company shall pay the Investor $5,000 for its
reasonable due diligence expenses incurred in preparation for the canceled Put
and the Company may deliver an Advance Put Notice for the subsequent Put no
sooner than ten (10) Business Days after the date that such Put was canceled,
unless otherwise agreed by the Investor.

                        (f) Limitation on Investor's Obligation to Purchase
Shares. Notwithstanding anything to the contrary in this Agreement, in no event
shall the Investor be required to


                                       13
<PAGE>

purchase, and an Intended Put Share Amount may not include, an amount of Put
Shares, which when added to the number of Put Shares acquired by the Investor
pursuant to this Agreement during the 31 days preceding the Put Date with
respect to which this determination of the permitted Intended Put Share Amount
is being made, would exceed 9.99% of the number of shares of Common Stock
outstanding (on a fully diluted basis, to the extent that inclusion of unissued
shares is mandated by Section 13(d) of the Exchange Act) on the Put Date for
such Pricing Period, as determined in accordance with Section 13(d) of the
Exchange Act (the "Section 13(d) Outstanding Share Amount"). Each Put Notice
shall include a representation of the Company as to the Section 13(d)
Outstanding Share Amount on the related Put Date. In the event that the Section
13(d) Outstanding Share Amount is different on any date during a Pricing Period
than on the Put Date associated with such Pricing Period, then the number of
shares of Common Stock outstanding on such date during such Pricing Period shall
govern for purposes of determining whether the Investor, when aggregating all
purchases of Shares made pursuant to this Agreement in the 31 calendar days
preceding such date, would have acquired more than 9.99% of the Section 13(d)
Outstanding Share Amount. The limitation set forth in this Section 2.3.1(f) is
referred to as the "9.9% Limitation."

                  2.3.2 Termination of Right to Put. The Company's right to
require the Investor to purchase any subsequent Put Shares shall terminate
permanently (each, an "Automatic Termination") upon the occurrence of any of the
following:

                        (a) the Company shall not exercise a Put or any Put
thereafter if, at any time, either the Company or any current or future director
or executive officer of the Company has engaged in a transaction or conduct
related to the Company that has resulted in (i) a Securities and Exchange
Commission enforcement action, or (ii) a civil judgment or criminal conviction
for fraud or misrepresentation, or for any other offense that, if prosecuted
criminally, would constitute a felony under applicable law;

                        (b) the Company shall not exercise a Put or any Put
thereafter, on any date after a cumulative time period or series of time
periods, including both Ineffective Periods and Delisting Events, that lasts for
an aggregate of four (4) months;

                        (c) the Company shall not exercise a Put or any Put
thereafter if at any time the Company has filed for and/or is subject to any
bankruptcy, insolvency, reorganization or liquidation proceedings or other
proceedings for relief under any bankruptcy law or any law for the relief of
debtors instituted by or against the Company or any subsidiary of the Company;
except for the contemplated bankruptcy filing by First Brewery of Dallas, Inc.
as described in the Disclosure Documents.

                        (d) the Company shall not exercise a Put after the
sooner of (i) the date that is three (3) years after the Effective Date, or (ii)
the Put Closing Date on which the aggregate of the Put Dollar Amounts for all
Puts equal the Maximum Offering Amount; and

                        (e) the Company shall not exercise a Put after the
Company has breached any covenant in Section 2.6, Section 6, or Section 9
hereof.


                                       14
<PAGE>

                        (f) if no Registration Statement has been declared
effective by the date that is one (1) year after the date of this Agreement, the
Automatic Termination shall occur on the date that is one (1) year after the
date of this Agreement.

                  2.3.3 Put Limitations. The Company's right to exercise a Put
shall be limited as follows:

                        (a) notwithstanding the amount of any Put, the Investor
shall not be obligated to purchase any additional Put Shares once the aggregate
Put Dollar Amount paid by Investor equals the Maximum Offering Amount;

                        (b) the Investor shall not be obligated to acquire and
pay for the Put Shares with respect to any Put for which the Company has
announced a subdivision or combination, including a reverse split, of its Common
Stock or has subdivided or combined its Common Stock during the Extended Put
Period;

                        (c) the Investor shall not be obligated to acquire and
pay for the Put Shares with respect to any Put for which the Company has paid a
dividend of its Common Stock or has made any other distribution of its Common
Stock during the Extended Put Period;

                        (d) the Investor shall not be obligated to acquire and
pay for the Put Shares with respect to any Put for which the Company has made,
during the Extended Put Period, a distribution of all or any portion of its
assets or evidences of indebtedness to the holders of its Common Stock;

                        (e) the Investor shall not be obligated to acquire and
pay for the Put Shares with respect to any Put for which a Major Transaction has
occurred during the Extended Put Period.

                  2.3.4 Conditions Precedent to the Right of the Company to
Deliver an Advance Put Notice or a Put Notice and the Obligation of the Investor
to Purchase Put Shares. The right of the Company to deliver an Advance Put
Notice or a Put Notice and the obligation of the Investor hereunder to acquire
and pay for the Put Shares incident to a Closing is subject to the satisfaction,
on (i) the date of delivery of such Advance Put Notice or Put Notice and (ii)
the applicable Put Closing Date, of each of the following conditions:

            (a)   the Company's Common Stock shall be listed for and actively
                  trading on the O.T.C. Bulletin Board, the Nasdaq Small Cap
                  Market, the Nasdaq National Market or the New York Stock
                  Exchange and the Put Shares shall be so listed, and to the
                  Company's knowledge there is no notice of any suspension or
                  delisting with respect to the trading of the shares of Common
                  Stock on such market or exchange;


                                       15
<PAGE>

            (b)   the Company shall have satisfied any and all obligations
                  pursuant to the Registration Rights Agreement, including, but
                  not limited to, the filing of the Registration Statement with
                  the SEC with respect to the resale of all Registrable
                  Securities and the requirement that the Registration Statement
                  shall have been declared effective by the SEC for the resale
                  of all Registrable Securities and the Company shall have
                  satisfied and shall be in compliance with any and all
                  obligations pursuant to this Agreement and the Warrants;

            (c)   the representations and warranties of the Company are true and
                  correct in all material respects as if made on such date and
                  the conditions to Investor's obligations set forth in this
                  Section 2.3.4 are satisfied as of such Closing, and the
                  Company shall deliver a certificate, signed by an officer of
                  the Company, to such effect to the Investor;

            (d)   the Company shall have reserved for issuance a sufficient
                  number of Common Shares for the purpose of enabling the
                  Company to satisfy any obligation to issue Common Shares
                  pursuant to any Put and to effect exercise of the Warrants;

            (e)   the Registration Statement is not subject to an Ineffective
                  Period as defined in the Registration Rights Agreement, the
                  prospectus included therein is current and deliverable, and to
                  the Company's knowledge there is no notice of any
                  investigation or inquiry concerning any stop order with
                  respect to the Registration Statement; and

            (f)   if the Aggregate Issued Shares after the Closing of the Put
                  would exceed the Cap Amount, the Company shall have obtained
                  the Stockholder 20% Approval as specified in Section 6.11, if
                  the Company's Common Stock is listed on the NASDAQ Small Cap
                  Market or NMS, and such approval is required by the rules of
                  the NASDAQ.

            (g)   the Company shall not have been required by the SEC to
                  disclose in the prospectus for the Registration Statement that
                  the offering or sale of the Securities may violate Section 5
                  of the Act.

                  2.3.5 Documents Required to be Delivered on the Put Date as
Conditions to Closing of any Put. The Closing of any Put and Investor's
obligations hereunder shall additionally be conditioned upon the delivery to the
Investor of each of the following (the "Required Put Documents") on or before
the applicable Put Date:

                        (a) a number of Unlegended Share Certificates (or freely
tradeable electronically delivered shares, as appropriate) equal to the Intended
Put Share Amount, in denominations of not more than 50,000 shares per
certificate;


                                       16
<PAGE>

                        (b) the following documents: Put Opinion of Counsel,
Officer's Certificate, Put Notice, Registration Opinion, and any report or
disclosure required under Section 2.3.6 or Section 2.5;

                        (c) all documents, instruments and other writings
required to be delivered on or before the Put Date pursuant to any provision of
this Agreement in order to implement and effect the transactions contemplated
herein.

                  2.3.6 Accountant's Letter and Registration Opinion.

                        (a) The Company shall have caused to be delivered to the
Investor, (i) whenever required by Section 2.3.6(b) or by Section 2.5.3, and
(ii) on the date that is three (3) Business Days prior to each Put Date (the
"Registration Opinion Deadline"), an opinion of the Company's independent
counsel, in substantially the form of Exhibit R (the "Registration Opinion"),
addressed to the Investor stating, inter alia, that no facts ("Material Facts")
have come to such counsel's attention that have caused it to believe that the
Registration Statement is subject to an Ineffective Period or to believe that
the Registration Statement, any Supplemental Registration Statement (as each may
be amended, if applicable), and any related prospectuses, contain an untrue
statement of material fact or omits a material fact required to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading. If a Registration Opinion cannot be delivered by the
Company's independent counsel to the Investor on the Registration Opinion
Deadline due to the existence of Material Facts or an Ineffective Period, the
Company shall promptly notify the Investor and as promptly as possible amend
each of the Registration Statement and any Supplemental Registration Statements,
as applicable, and any related prospectus or cause such Ineffective Period to
terminate, as the case may be, and deliver such Registration Opinion and updated
prospectus as soon as possible thereafter. If at any time after a Put Notice
shall have been delivered to Investor but before the related Pricing Period End
Date, the Company acquires knowledge of such Material Facts or any Ineffective
Period occurs, the Company shall promptly notify the Investor and shall deliver
a Put Cancellation Notice to the Investor pursuant to Section 2.3.11 by
facsimile and overnight courier by the end of that Business Day.

                        (b) (i) the Company shall engage its independent
auditors to perform the procedures in accordance with the provisions of
Statement on Auditing Standards No. 71, as amended, as agreed to by the parties
hereto, and reports thereon (the "Bring Down Cold Comfort Letters") as shall
have been reasonably requested by the Investor with respect to certain financial
information contained in the Registration Statement and shall have delivered to
the Investor such a report addressed to the Investor, on the date that is three
(3) Business Days prior to each Put Date.

                              (ii) in the event that the Investor shall have
requested delivery of an Agreed Upon Procedures Report pursuant to Section
2.5.3, the Company shall engage its independent auditors to perform certain
agreed upon procedures and report thereon as shall have been reasonably
requested by the Investor with respect to certain financial information of the
Company and the Company shall deliver to the Investor a copy of such report
addressed to the Investor. In the event that the report required by this Section
2.3.6(b) cannot be delivered by the Company's independent


                                       17
<PAGE>

auditors, the Company shall, if necessary, promptly revise the Registration
Statement and the Company shall not deliver a Put Notice until such report is
delivered.

                  2.3.7 Investor's Obligation and Right to Purchase Shares.
Subject to the conditions set forth in this Agreement, following the Investor's
receipt of a validly delivered Put Notice, the Investor shall be required to
purchase (each a "Purchase") from the Company a number of Put Shares equal to
the Put Share Amount, in the manner described below.

                  2.3.8 Mechanics of Put Closing. Each of the Company and the
Investor shall deliver all documents, instruments and writings required to be
delivered by either of them pursuant to this Agreement at or prior to each
Closing. Subject to such delivery and the satisfaction of the conditions set
forth in Sections 2.3.4 and 2.3.5, the closing of the purchase by the Investor
of Shares shall occur by 5:00 PM, New York City Time, on the date which is five
(5) Business Days following the applicable Pricing Period End Date (or such
other time or later date as is mutually agreed to by the Company and the
Investor) (the "Payment Due Date") at the offices of Investor. On each or before
each Payment Due Date, the Investor shall deliver to the Company, in the manner
specified in Section 8 below, the Put Dollar Amount to be paid for such Put
Shares, determined as aforesaid. The closing (each a "Put Closing") for each Put
shall occur on the date that both (i) the Company has delivered to the Investor
all Required Put Documents, and (ii) the Investor has delivered to the Company
such Put Dollar Amount and any Late Payment Amount, if applicable (each a "Put
Closing Date").

      If the Investor does not deliver to the Company the Put Dollar Amount for
such Put Closing on or before the Payment Due Date, then the Investor shall pay
to the Company, in addition to the Put Dollar Amount, an amount (the "Late
Payment Amount") at a rate of X% per month, accruing daily, multiplied by such
Put Dollar Amount, where "X" equals one percent (1%) for the first month
following the date in question, and increases by an additional one percent (1%)
for each month that passes after the date in question, up to a maximum of five
percent (5%) per month; provided, however, that in no event shall the amount of
interest that shall become due and payable hereunder exceed the maximum amount
permissible under applicable law.

                  2.3.9 Limitation on Short Sales. The Investor and its
Affiliates shall not engage in short sales of the Company's Common Stock;
provided, however, that the Investor may enter into any short exempt sale or any
short sale or other hedging or similar arrangement it deems appropriate with
respect to Put Shares after it receives a Put Notice with respect to such Put
Shares so long as such sales or arrangements do not involve more than the number
of such Put Shares specified in the Put Notice.

                  2.3.10 Cap Amount. If the Company becomes listed on the Nasdaq
Small Cap Market or the Nasdaq National Market, then, unless the Company has
obtained Stockholder 20% Approval as set forth in Section 6.11 or unless
otherwise permitted by Nasdaq, in no event shall the Aggregate Issued Shares
exceed the maximum number of shares of Common Stock (the "Cap Amount") that the
Company can, without stockholder approval, so issue pursuant to Nasdaq Rule
4460(i)(1)(d)(ii) (or any other applicable Nasdaq Rules or any successor rule)
(the "Nasdaq 20% Rule").


                                       18
<PAGE>

                  2.3.11 Put Cancellation.

                        (a) Mechanics of Put Cancellation. If at any time during
a Pricing Period the Company discovers the existence of Material Facts or any
Ineffective Period or Delisting Event occurs, the Company shall cancel the Put
(a "Put Cancellation"), by delivering written notice to the Investor (the "Put
Cancellation Notice"), attached as Exhibit Q, by facsimile and overnight
courier. The "Put Cancellation Date" shall be the date that the Put Cancellation
Notice is first received by the Investor, if such notice is received by the
Investor by 6:00 p.m., New York, NY time, and shall be the following date, if
such notice is received by the Investor after 6:00 p.m., New York, NY time.

                        (b) Effect of Put Cancellation. Anytime a Put
Cancellation Notice is delivered to Investor after the Put Date, the Put, shall
remain effective with respect to a number of Put Shares (the "Truncated Put
Share Amount") equal to the Individual Put Limit for the Truncated Pricing
Period.

                        (c) Put Cancellation Notice Confirmation. Upon receipt
by the Investor of a facsimile copy of the Put Cancellation Notice, the Investor
shall promptly send, via facsimile, a confirmation of receipt (the "Put
Cancellation Notice Confirmation," a form of which is attached as Exhibit S) of
the Put Cancellation Notice to the Company specifying that the Put Cancellation
Notice has been received and affirming the Put Cancellation Date.

                        (d) Truncated Pricing Period. If a Put Cancellation
Notice has been delivered to the Investor after the Put Date, the Pricing Period
for such Put shall end at on the close of trading on the last full trading day
on the Principal Market that ends prior to the moment of initial delivery of the
Put Cancellation Notice (a "Truncated Pricing Period") to the Investor.

                  2.3.12 Investment Agreement Cancellation. The Company may
terminate (a "Company Termination") its right to initiate future Puts by
providing written notice ("Termination Notice") to the Investor, by facsimile
and overnight courier, at any time other than during an Extended Put Period,
provided that such termination shall have no effect on the parties' other rights
and obligations under this Agreement, the Registration Rights Agreement or the
Warrants. Notwithstanding the above, any cancellation occurring during an
Extended Put Period is governed by Section 2.3.11.

                  2.3.13 Return of Excess Common Shares. In the event that the
number of Shares purchased by the Investor pursuant to its obligations hereunder
is less than the Intended Put Share Amount, the Investor shall promptly return
to the Company any shares of Common Stock in the Investor's possession that are
not being purchased by the Investor.

            2.4 Warrants.

                  2.4.1 Commitment Warrants. In partial consideration hereof,
following the execution of the Letter of Agreement dated on or about April 14,
2000 between the Company and the Investor, the Company issued and delivered to
Investor or its designated assignees, warrants (the "Commitment Warrants") in
the form attached hereto as Exhibit U, or such other form as agreed upon


                                       19
<PAGE>

by the parties, to purchase 490,000 shares of Common Stock. Each Commitment
Warrant shall be immediately exercisable at the Commitment Warrant Exercise
Price, and shall have a term beginning on the date of issuance and ending on
date that is five (5) years thereafter. The Warrant Shares shall be registered
for resale pursuant to the Registration Rights Agreement. The Investment
Commitment Opinion of Counsel shall cover the issuance of the Commitment Warrant
and the issuance of the common stock upon exercise of the Commitment Warrant.

      Notwithstanding any Termination or Automatic Termination of this
Agreement, regardless of whether or not the Registration Statement is or is not
filed, and regardless of whether or not the SEC declares the Registration
Statement effective or declines to declare the Registration Statement effective,
the Investor shall retain full ownership of the Commitment Warrant as partial
consideration for its commitment hereunder.

                  2.4.2 Purchase Warrants. Within five (5) Business Days of the
end of each Pricing Period, the Company shall issue and deliver to the Investor
a warrant ("Purchase Warrant"), in the form attached hereto as Exhibit D, or
such other form as agreed upon by the parties, to purchase a number of shares of
Common Stock equal to 10% of the Put Share Amount for that Put. Each Purchase
Warrant shall be exerciseable at a price (the "Purchase Warrant Exercise Price")
which shall initially equal 110% of the Market Price for the applicable Put, and
shall have semi-annual reset provisions. Each Purchase Warrant shall be
immediately exercisable at the Purchase Warrant Exercise Price, and shall have a
term beginning on the date of issuance and ending on the date that is five (5)
years thereafter. The Warrant Shares shall be registered for resale pursuant to
the Registration Rights Agreement.

            2.5 Due Diligence Review. The Company shall make available for
inspection and review by the Investor (the "Due Diligence Review"), advisors to
and representatives of the Investor (who may or may not be affiliated with the
Investor and who are reasonably acceptable to the Company), any underwriter
participating in any disposition of Common Stock on behalf of the Investor
pursuant to the Registration Statement, any Supplemental Registration Statement,
or amendments or supplements thereto or any blue sky, NASD or other filing, all
financial and other records, all filings with the SEC, and all other corporate
documents and properties of the Company as may be reasonably necessary for the
purpose of such review, and cause the Company's officers, directors and
employees to supply all such information reasonably requested by the Investor or
any such representative, advisor or underwriter in connection with such
Registration Statement (including, without limitation, in response to all
questions and other inquiries reasonably made or submitted by any of them),
prior to and from time to time after the filing and effectiveness of the
Registration Statement for the sole purpose of enabling the Investor and such
representatives, advisors and underwriters and their respective accountants and
attorneys to conduct initial and ongoing due diligence with respect to the
Company and the accuracy of the Registration Statement.

                  2.5.1 Treatment of Nonpublic Information. The Company shall
not disclose nonpublic information to the Investor or to its advisors or
representatives unless prior to disclosure of such information the Company
identifies such information as being nonpublic information and provides the
Investor and such advisors and representatives with the opportunity to accept or


                                       20
<PAGE>

refuse to accept such nonpublic information for review. The Company may, as a
condition to disclosing any nonpublic information hereunder, require the
Investor and its advisors and representatives to enter into a confidentiality
agreement (including an agreement with such advisors and representatives
prohibiting them from trading in Common Stock during such period of time as they
are in possession of nonpublic information) in form reasonably satisfactory to
the Company and the Investor.

      Nothing herein shall require the Company to disclose nonpublic information
to the Investor or its advisors or representatives, and the Company represents
that it does not disseminate nonpublic information to any investors who purchase
stock in the Company in a public offering, to money managers or to securities
analysts, provided, however, that notwithstanding anything herein to the
contrary, the Company will, as hereinabove provided, immediately notify the
advisors and representatives of the Investor and, if any, underwriters, of any
event or the existence of any circumstance (without any obligation to disclose
the specific event or circumstance) of which it becomes aware, constituting
nonpublic information (whether or not requested of the Company specifically or
generally during the course of due diligence by and such persons or entities),
which, if not disclosed in the Prospectus included in the Registration
Statement, would cause such Prospectus to include a material misstatement or to
omit a material fact required to be stated therein in order to make the
statements therein, in light of the circumstances in which they were made, not
misleading. Nothing contained in this Section 2.5 shall be construed to mean
that such persons or entities other than the Investor (without the written
consent of the Investor prior to disclosure of such information) may not obtain
nonpublic information in the course of conducting due diligence in accordance
with the terms of this Agreement; provided, however, that in no event shall the
Investor's advisors or representatives disclose to the Investor the nature of
the specific event or circumstances constituting any nonpublic information
discovered by such advisors or representatives in the course of their due
diligence without the written consent of the Investor prior to disclosure of
such information.

                  2.5.2 Disclosure of Misstatements and Omissions. The
Investor's advisors or representatives shall make complete disclosure to the
Investor's counsel of all events or circumstances constituting nonpublic
information discovered by such advisors or representatives in the course of
their due diligence upon which such advisors or representatives form the opinion
that the Registration Statement contains an untrue statement of a material fact
or omits a material fact required to be stated in the Registration Statement or
necessary to make the statements contained therein, in the light of the
circumstances in which they were made, not misleading. Upon receipt of such
disclosure, the Investor's counsel shall consult with the Company's independent
counsel in order to address the concern raised as to the existence of a material
misstatement or omission and to discuss appropriate disclosure with respect
thereto; provided, however, that such consultation shall not constitute the
advice of the Company's independent counsel to the Investor as to the accuracy
of the Registration Statement and related Prospectus.

                  2.5.3 Procedure if Material Facts are Reasonably Believed to
be Untrue or are Omitted. In the event after such consultation the Investor or
the Investor's counsel reasonably believes that the Registration Statement
contains an untrue statement or a material fact or omits a material fact
required to be stated in the Registration Statement or necessary to make the
statements contained therein, in light of the circumstances in which they were
made, not misleading,


                                       21
<PAGE>

                              (a) the Company shall file with the SEC an
amendment to the Registration Statement responsive to such alleged untrue
statement or omission and provide the Investor, as promptly as practicable, with
copies of the Registration Statement and related Prospectus, as so amended, or

                              (b) if the Company disputes the existence of any
such material misstatement or omission, (i) the Company's independent counsel
shall provide the Investor's counsel with a Registration Opinion and (ii) in the
event the dispute relates to the adequacy of financial disclosure and the
Investor shall reasonably request, the Company's independent auditors shall
provide to the Company a letter ("Agreed Upon Procedures Report") outlining the
performance of such "agreed upon procedures" as shall be reasonably requested by
the Investor and the Company shall provide the Investor with a copy of such
letter.

            2.6 Commitment Payments.

      On the last Business Day of each one calendar year period following the
Effective Date (each such period a "Commitment Evaluation Period"), if the
Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during
that Commitment Evaluation Period, the Company, in consideration of Investor's
commitment costs, including, but not limited to, due diligence expenses, shall
pay to the Investor an amount (the "Annual Non-Usage Fee ") equal to the
difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of
the Put Shares put to Investor during that Commitment Evaluation Period. In the
event that the Company delivers a Termination Notice to the Investor or an
Automatic Termination occurs, the Company shall pay to the Investor (the
"Termination Fee") the greater of (i) the Annual Non-Usage Fee for the
applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000,
minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to
Investor during all Puts to date, and the Company shall not be required to pay
the Annual Non-Usage Fee thereafter.

      Each Annual Non-Usage Fee or Termination Fee is payable, in cash, within
five (5) business days of the date it accrued. The Company shall not be required
to deliver any payments to Investor under this subsection until Investor has
paid all Put Dollar Amounts that are then due.

      3. Representations, Warranties and Covenants of Investor. Investor hereby
represents and warrants to and agrees with the Company as follows:

            3.1 Accredited Investor. Investor is an accredited investor
("Accredited Investor"), as defined in Rule 501 of Regulation D, and has checked
the applicable box set forth in Section 10 of this Agreement.

            3.2 Investment Experience; Access to Information; Independent
Investigation.

                  3.2.1 Access to Information. Investor or Investor's
professional advisor has been granted the opportunity to ask questions of and
receive answers from representatives of the Company, its officers, directors,
employees and agents concerning the terms and conditions of this


                                       22
<PAGE>

Offering, the Company and its business and prospects, and to obtain any
additional information which Investor or Investor's professional advisor deems
necessary to verify the accuracy and completeness of the information received.

                  3.2.2 Reliance on Own Advisors. Investor has relied completely
on the advice of, or has consulted with, Investor's own personal tax,
investment, legal or other advisors and has not relied on the Company or any of
its affiliates, officers, directors, attorneys, accountants or any affiliates of
any thereof and each other person, if any, who controls any of the foregoing,
within the meaning of Section 15 of the Act for any tax or legal advice (other
than reliance on information in the Disclosure Documents as defined in Section
3.2.4 below and on the Opinion of Counsel). The foregoing, however, does not
limit or modify Investor's right to rely upon covenants, representations and
warranties of the Company in this Agreement.

                  3.2.3 Capability to Evaluate. Investor has such knowledge and
experience in financial and business matters so as to enable such Investor to
utilize the information made available to it in connection with the Offering in
order to evaluate the merits and risks of the prospective investment, which are
substantial, including without limitation those set forth in the Disclosure
Documents (as defined in Section 3.2.4 below).

                  3.2.4 Disclosure Documents. Investor, in making Investor's
investment decision to subscribe for the Investment Agreement hereunder,
represents that (a) Investor has received and had an opportunity to review (i)
the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999,
(ii) the Company's quarterly report on Form 10-QSB for the quarter ended March
31, 2000, (iii) the Risk Factors, attached as Exhibit J, (the "Risk Factors")
(iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization
Schedule") and (v) the Use of Proceeds Schedule, attached as Exhibit L, (the
"Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely
on the documents described in (a) above, the Company's representations and
warranties and other information in this Agreement, including the exhibits,
documents prepared by the Company which have been specifically provided to
Investor in connection with this Offering (the documents described in this
Section 3.2.4 (a) and (b) are collectively referred to as the "Disclosure
Documents"), and an independent investigation made by Investor and Investor's
representatives, if any; (c) Investor has, prior to the date of this Agreement,
been given an opportunity to review material contracts and documents of the
Company which have been filed as exhibits to the Company's filings under the Act
and the Exchange Act and has had an opportunity to ask questions of and receive
answers from the Company's officers and directors; and (d) is not relying on any
oral representation of the Company or any other person, nor any written
representation or assurance from the Company other than those contained in the
Disclosure Documents or incorporated herein or therein. The foregoing, however,
does not limit or modify Investor's right to rely upon covenants,
representations and warranties of the Company in Sections 5 and 6 of this
Agreement. Investor acknowledges and agrees that the Company has no
responsibility for, does not ratify, and is under no responsibility whatsoever
to comment upon or correct any reports, analyses or other comments made about
the Company by any third parties, including, but not limited to, analysts'
research reports or comments (collectively, "Third Party Reports"), and Investor
has not relied upon any Third Party Reports in making the decision to invest.


                                       23
<PAGE>

                  3.2.5 Investment Experience; Fend for Self. Investor has
substantial experience in investing in securities and it has made investments in
securities other than those of the Company. Investor acknowledges that Investor
is able to fend for Investor's self in the transaction contemplated by this
Agreement, that Investor has the ability to bear the economic risk of Investor's
investment pursuant to this Agreement and that Investor is an "Accredited
Investor" by virtue of the fact that Investor meets the investor qualification
standards set forth in Section 3.1 above. Investor has not been organized for
the purpose of investing in securities of the Company, although such investment
is consistent with Investor's purposes.

            3.3 Exempt Offering Under Regulation D.

                  3.3.1 No General Solicitation. The Investment Agreement was
not offered to Investor through, and Investor is not aware of, any form of
general solicitation or general advertising, including, without limitation, (i)
any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, and
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

                  3.3.2 Restricted Securities. Investor understands that the
Investment Agreement is, the Common Stock and Warrants issued at each Put
Closing will be, and the Warrant Shares will be, characterized as "restricted
securities" under the federal securities laws inasmuch as they are being
acquired from the Company in a transaction exempt from the registration
requirements of the federal securities laws and that under such laws and
applicable regulations such securities may not be transferred or resold without
registration under the Act or pursuant to an exemption therefrom. In this
connection, Investor represents that Investor is familiar with Rule 144 under
the Act, as presently in effect, and understands the resale limitations imposed
thereby and by the Act.

                  3.3.3 Disposition. Without in any way limiting the
representations set forth above, Investor agrees that until the Securities are
sold pursuant to an effective Registration Statement or an exemption from
registration, they will remain in the name of Investor and will not be
transferred to or assigned to any broker, dealer or depositary. Investor further
agrees not to sell, transfer, assign, or pledge the Securities (except for any
bona fide pledge arrangement to the extent that such pledge does not require
registration under the Act or unless an exemption from such registration is
available and provided further that if such pledge is realized upon, any
transfer to the pledgee shall comply with the requirements set forth herein), or
to otherwise dispose of all or any portion of the Securities unless and until:

                        (a) There is then in effect a registration statement
under the Act and any applicable state securities laws covering such proposed
disposition and such disposition is made in accordance with such registration
statement and in compliance with applicable prospectus delivery requirements; or

                        (b) (i) Investor shall have notified the Company of the
proposed disposition and shall have furnished the Company with a statement of
the circumstances surrounding the proposed disposition to the extent relevant
for determination of the availability of an exemption from registration, and
(ii) if reasonably requested by the Company, Investor shall have furnished the


                                       24
<PAGE>

Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of the Securities under the Act
or state securities laws. It is agreed that the Company will not require the
Investor to provide opinions of counsel for transactions made pursuant to Rule
144 provided that Investor and Investor's broker, if necessary, provide the
Company with the necessary representations for counsel to the Company to issue
an opinion with respect to such transaction.

            The Investor is entering into this Agreement for its own account and
the Investor has no present arrangement (whether or not legally binding) at any
time to sell the Common Stock to or through any person or entity; provided,
however, that by making the representations herein, the Investor does not agree
to hold the Common Stock for any minimum or other specific term and reserves the
right to dispose of the Common Stock at any time in accordance with federal and
state securities laws applicable to such disposition.

            3.4 Due Authorization.

                  3.4.1 Authority. The person executing this Investment
Agreement, if executing this Agreement in a representative or fiduciary
capacity, has full power and authority to execute and deliver this Agreement and
each other document included herein for which a signature is required in such
capacity and on behalf of the subscribing individual, partnership, trust,
estate, corporation or other entity for whom or which Investor is executing this
Agreement. Investor has reached the age of majority (if an individual) according
to the laws of the state in which he or she resides.

                  3.4.2 Due Authorization. Investor is duly and validly
organized, validly existing and in good standing as a limited liability company
under the laws of Georgia with full power and authority to purchase the
Securities to be purchased by Investor and to execute and deliver this
Agreement.

                  3.4.3 Partnerships. If Investor is a partnership, the
representations, warranties, agreements and understandings set forth above are
true with respect to all partners of Investor (and if any such partner is itself
a partnership, all persons holding an interest in such partnership, directly or
indirectly, including through one or more partnerships), and the person
executing this Agreement has made due inquiry to determine the truthfulness of
the representations and warranties made hereby.

                  3.4.4 Representatives. If Investor is purchasing in a
representative or fiduciary capacity, the representations and warranties shall
be deemed to have been made on behalf of the person or persons for whom Investor
is so purchasing.

      4. Acknowledgments Investor is aware that:

            4.1 Risks of Investment. Investor recognizes that an investment in
the Company involves substantial risks, including the potential loss of
Investor's entire investment therein. Investor recognizes that the Disclosure
Documents, this Agreement and the exhibits hereto do not purport to contain all
the information, which would be contained in a registration statement under the
Act;


                                       25
<PAGE>

            4.2 No Government Approval. No federal or state agency has passed
upon the Securities, recommended or endorsed the Offering, or made any finding
or determination as to the fairness of this transaction;

            4.3 No Registration, Restrictions on Transfer. As of the date of
this Agreement, the Securities and any component thereof have not been
registered under the Act or any applicable state securities laws by reason of
exemptions from the registration requirements of the Act and such laws, and may
not be sold, pledged (except for any limited pledge in connection with a margin
account of Investor to the extent that such pledge does not require registration
under the Act or unless an exemption from such registration is available and
provided further that if such pledge is realized upon, any transfer to the
pledgee shall comply with the requirements set forth herein), assigned or
otherwise disposed of in the absence of an effective registration of the
Securities and any component thereof under the Act or unless an exemption from
such registration is available;

            4.4 Restrictions on Transfer. Investor may not attempt to sell,
transfer, assign, pledge or otherwise dispose of all or any portion of the
Securities or any component thereof in the absence of either an effective
registration statement or an exemption from the registration requirements of the
Act and applicable state securities laws;

            4.5 No Assurances of Registration. There can be no assurance that
any registration statement will become effective at the scheduled time, or ever,
or remain effective when required, and Investor acknowledges that it may be
required to bear the economic risk of Investor's investment for an indefinite
period of time;

            4.6 Exempt Transaction. Investor understands that the Securities are
being offered and sold in reliance on specific exemptions from the registration
requirements of federal and state law and that the representations, warranties,
agreements, acknowledgments and understandings set forth herein are being relied
upon by the Company in determining the applicability of such exemptions and the
suitability of Investor to acquire such Securities.

            4.7 Legends. The certificates representing the Put Shares shall not
bear a legend restricting transfer thereof ("Restrictive Legend"). The
certificates representing the Warrant Shares shall not bear a Restrictive Legend
unless they are issued at a time when the Registration Statement is not
effective for resale. It is understood that the certificates evidencing any
Warrant Shares issued at a time when the Registration Statement is not effective
for resale, subject to legend removal under the terms of Section 6.8 below,
shall bear the following legend (the "Legend"):

      "The securities represented hereby have not been registered under the
      Securities Act of 1933, as amended, or applicable state securities laws,
      nor the securities laws of any other jurisdiction. They may not be sold or
      transferred in the absence of an effective registration statement under
      those securities laws or pursuant to an exemption therefrom."

      5. Representations and Warranties of the Company. The Company hereby makes
the following representations and warranties to Investor (which shall be true at
the signing of this


                                       26
<PAGE>

Agreement, and as of any such later date as contemplated hereunder) and agrees
with Investor that, except as set forth in the "Schedule of Exceptions" attached
hereto as Exhibit C:

            5.1 Organization, Good Standing, and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Texas, USA and has all requisite corporate power and authority
to carry on its business as now conducted and as proposed to be conducted. The
Company is duly qualified to transact business and is in good standing in each
jurisdiction in which the failure to so qualify would have a material adverse
effect on the business or properties of the Company and its subsidiaries taken
as a whole. The Company is not the subject of any pending, threatened or, to its
knowledge, contemplated investigation or administrative or legal proceeding (a
"Proceeding") by the Internal Revenue Service, the taxing authorities of any
state or local jurisdiction, or the Securities and Exchange Commission, The
National Association of Securities Dealer, Inc., The Nasdaq Stock Market, Inc.
or any state securities commission, or any other governmental entity, which have
not been disclosed in the Disclosure Documents. None of the disclosed
Proceedings, if any, will have a material adverse effect upon the Company or the
market for the Common Stock. The Company has the following subsidiaries: First
Brewery of Dallas, Inc.

            5.2 Corporate Condition. The Company's condition is, in all material
respects, as described in the Disclosure Documents (as further set forth in any
subsequently filed Disclosure Documents, if applicable), except for changes in
the ordinary course of business and normal year-end adjustments that are not, in
the aggregate, materially adverse to the Company. Except for continuing losses,
there have been no material adverse changes to the Company's business, financial
condition, or prospects since the dates of such Disclosure Documents. The
financial statements as contained in the 10-KSB and 10-QSB have been prepared in
accordance with generally accepted accounting principles, consistently applied
(except as otherwise permitted by Regulation S-X of the Exchange Act), subject,
in the case of unaudited interim financial statements, to customary year end
adjustments and the absence of certain footnotes, and fairly present the
financial condition of the Company as of the dates of the balance sheets
included therein and the consolidated results of its operations and cash flows
for the periods then ended,. Without limiting the foregoing, there are no
material liabilities, contingent or actual, that are not disclosed in the
Disclosure Documents (other than liabilities incurred by the Company in the
ordinary course of its business, consistent with its past practice, after the
period covered by the Disclosure Documents). The Company has paid all material
taxes that are due, except for taxes that it reasonably disputes. There is no
material claim, litigation, or administrative proceeding pending or, to the best
of the Company's knowledge, threatened against the Company, except as disclosed
in the Disclosure Documents. This Agreement and the Disclosure Documents do not
contain any untrue statement of a material fact and do not omit to state any
material fact required to be stated therein or herein necessary to make the
statements contained therein or herein not misleading in the light of the
circumstances under which they were made. No event or circumstance exists
relating to the Company which, under applicable law, requires public disclosure
but which has not been so publicly announced or disclosed.

            5.3 Authorization. All corporate action on the part of the Company
by its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Agreement, the performance of all obligations of
the Company hereunder and the authorization, issuance and delivery of the Common
Stock being sold hereunder and the issuance (and/or the reservation for
issuance) of the


                                       27
<PAGE>

Warrants and the Warrant Shares have been taken, and this Agreement and the
Registration Rights Agreement constitute valid and legally binding obligations
of the Company, enforceable in accordance with their terms, except insofar as
the enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, or other similar laws affecting creditors' rights generally or
by principles governing the availability of equitable remedies. The Company has
obtained all consents and approvals required for it to execute, deliver and
perform each agreement referenced in the previous sentence.

            5.4 Valid Issuance of Common Stock. The Common Stock and the
Warrants, when issued, sold and delivered in accordance with the terms hereof,
for the consideration expressed herein, will be validly issued, fully paid and
nonassessable and, based in part upon the representations of Investor in this
Agreement, will be issued in compliance with all applicable U.S. federal and
state securities laws. The Warrant Shares, when issued in accordance with the
terms of the Warrants, shall be duly and validly issued and outstanding, fully
paid and nonassessable, and based in part on the representations and warranties
of Investor, will be issued in compliance with all applicable U.S. federal and
state securities laws. The Put Shares, the Warrants and the Warrant Shares will
be issued free of any preemptive rights.

            5.5 Compliance with Other Instruments. The Company is not in
violation or default of any provisions of its Certificate of Incorporation or
Bylaws, each as amended and in effect on and as of the date of the Agreement, or
of any material provision of any material instrument or material contract to
which it is a party or by which it is bound or of any provision of any federal
or state judgment, writ, decree, order, statute, rule or governmental regulation
applicable to the Company, which would have a material adverse effect on the
Company's business or prospects, or on the performance of its obligations under
this Agreement or the Registration Rights Agreement. The execution, delivery and
performance of this Agreement and the other agreements entered into in
conjunction with the Offering and the consummation of the transactions
contemplated hereby and thereby will not (a) 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 or contract or
an event which results in the creation of any lien, charge or encumbrance upon
any assets of the Company, which would have a material adverse effect on the
Company's business or prospects, or on the performance of its obligations under
this Agreement, or the Registration Rights Agreement, (b) violate the Company's
Certificate of Incorporation or By-Laws or (c) violate any statute, rule or
governmental regulation applicable to the Company which violation would have a
material adverse effect on the Company's business or prospects.

            5.6 Reporting Company. The Company is subject to the reporting
requirements of the Exchange Act, has a class of securities registered under
Section 12 of the Exchange Act, and has filed all reports required by the
Exchange Act since the date the Company first became subject to such reporting
obligations. The Company undertakes to furnish Investor with copies of such
reports as may be reasonably requested by Investor prior to consummation of this
Offering and thereafter, to make such reports available, for the full term of
this Agreement, including any extensions thereof, and for as long as Investor
holds the Securities. The Common Stock is duly approved for quotation on the
O.T.C. Bulletin Board. The Company is not in violation of the listing
requirements of the O.T.C. Bulletin Board and does not reasonably anticipate
that the Common Stock will be delisted by the O.T.C. Bulletin Board for the
foreseeable future. The Company has filed all reports required under the
Exchange Act.


                                       28
<PAGE>

The Company has not furnished to the Investor any material nonpublic information
concerning the Company.

            5.7 Capitalization. The capitalization of the Company as of the date
hereof, is, and the capitalization as of the Closing, subject to exercise of any
outstanding warrants and/or exercise of any outstanding stock options, after
taking into account the offering of the Securities contemplated by this
Agreement and all other share issuances occurring prior to this Offering, will
be, as set forth in the Capitalization Schedule as set forth in Exhibit K. There
are no securities or instruments containing anti-dilution or similar provisions
that will be triggered by the issuance of the Securities. Except as disclosed in
the Capitalization Schedule, as of the date of this Agreement, (i) there are no
outstanding options, warrants, scrip, rights to subscribe for, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into or exercisable or exchangeable for, any shares of capital stock
of the Company or any of its subsidiaries, or arrangements by which the Company
or any of its subsidiaries is or may become bound to issue additional shares of
capital stock of the Company or any of its subsidiaries, and (ii) there are no
agreements or arrangements under which the Company or any of its subsidiaries is
obligated to register the sale of any of its or their securities under the Act
(except the Registration Rights Agreement).

            5.8 Intellectual Property. All patents, patent applications,
trademark registrations and applications for trademark registration identified
in Exhibit M are owned by the Company free and clear of all mortgages, liens,
charges or encumbrances whatsoever. No licenses have been granted with respect
to these items and the Company has not received notice of any claims by a third
party suggesting that its practice of the inventions covered by those patents or
patent applications, or its use of the trademarks covered by such registrations
or applications would infringe the rights of any third party. The Company has
not received any notice that its practice of any unpatented technology used by
it in its business, or its use of any trademarks used by it in its business
infringe the rights of any third party.

            5.9 Use of Proceeds. As of the date hereof, the Company expects to
use the proceeds from this Offering (less fees and expenses) for the purposes
and in the approximate amounts set forth on the Use of Proceeds Schedule set
forth as Exhibit L hereto. These purposes and amounts are estimates and are
subject to change without notice to any Investor.

            5.10 No Rights of Participation. No person or entity, including, but
not limited to, current or former stockholders of the Company, underwriters,
brokers, agents or other third parties, has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in
the financing contemplated by this Agreement which has not been waived.

            5.11 Company Acknowledgment. The Company hereby acknowledges that
Investor may elect to hold the Securities for various periods of time, as
permitted by the terms of this Agreement, the Warrants, and other agreements
contemplated hereby, and the Company further acknowledges that Investor has made
no representations or warranties, either written or oral, as to how long the
Securities will be held by Investor or regarding Investor's trading history or
investment strategies.


                                       29
<PAGE>

            5.12 No Advance Regulatory Approval. The Company acknowledges that
this Investment Agreement, the transaction contemplated hereby and the
Registration Statement contemplated hereby have not been approved by the SEC, or
any other regulatory body and there is no guarantee that this Investment
Agreement, the transaction contemplated hereby and the Registration Statement
contemplated hereby will ever be approved by the SEC or any other regulatory
body. The Company is relying on its own analysis and is not relying on any
representation by Investor that either this Investment Agreement, the
transaction contemplated hereby or the Registration Statement contemplated
hereby has been or will be approved by the SEC or other appropriate regulatory
body.

            5.13 Underwriter's Fees and Rights of First Refusal. The Company is
not obligated to pay any compensation or other fees, costs or related
expenditures in cash or securities to any underwriter, broker, agent or other
representative other than the Investor in connection with this Offering.

            5.14 [Intentionally Left Blank].

            5.15 No Integrated Offering. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has directly or
indirectly made any offers or sales of any of the Company's securities or
solicited any offers to buy any security under circumstances that would prevent
the parties hereto from consummating the transactions contemplated hereby
pursuant to an exemption from registration under Regulation D of the Act or
would require the issuance of any other securities to be integrated with this
Offering under applicable securities laws. The Company has not engaged in any
form of general solicitation or advertising in connection with the offering of
the Common Stock or the Warrants.

            5.16 Foreign Corrupt Practices. Neither the Company, nor any of its
subsidiaries, nor any director, officer, agent, employee or other person acting
on behalf of the Company or any subsidiary has, in the course of its actions
for, or on behalf of, the Company, used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to
political activity; made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; violated or is
in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977,
as amended; or made any bribe, rebate, payoff, influence payment, kickback or
other unlawful payment to any foreign or domestic government official or
employee.

            5.17 Key Employees. Each "Key Employee" (as defined in Exhibit N) is
currently serving the Company in the capacity disclosed in Exhibit N. No Key
Employee, to the best knowledge of the Company and its subsidiaries, is, or is
now expected to be, in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information agreement,
non-competition agreement, or any other contract or agreement or any restrictive
covenant, and the continued employment of each Key Employee does not subject the
Company or any of its subsidiaries to any liability with respect to any of the
foregoing matters. No Key Employee has, to the best knowledge of the Company and
its subsidiaries, any intention to terminate his employment with, or services
to, the Company or any of its subsidiaries.


                                       30
<PAGE>

            5.18 Representations Correct. The foregoing representations,
warranties and agreements are true, correct and complete in all material
respects, and shall survive any Put Closing and the issuance of the shares of
Common Stock thereby.

            5.19 Tax Status. The Company has made or filed all federal and state
income and all other tax returns, reports and declarations required by any
jurisdiction to which it is subject (unless and only to the extent that the
Company has set aside on its books provisions reasonably adequate for the
payment of all unpaid and unreported taxes) and has paid all taxes and other
governmental assessments and charges that are material in amount, shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith and as set aside on its books provision reasonably
adequate for the payment of all taxes for periods subsequent to the periods to
which such returns, reports or declarations apply. There are no unpaid taxes in
any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of the Company know of no basis for any such
claim.

            5.20 Transactions With Affiliates. Except as set forth in the
Disclosure Documents, none of the officers, directors, or employees of the
Company is presently a party to any transaction with the Company (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity in
which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.

            5.21 Application of Takeover Protections. The Company and its board
of directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination or other
similar anti-takeover provision under Texas law which is or could become
applicable to the Investor as a result of the transactions contemplated by this
Agreement, including, without limitation, the issuance of the Common Stock, any
exercise of the Warrants and ownership of the Common Shares and Warrant Shares.
The Company has not adopted and will not adopt any "poison pill" provision that
will be applicable to Investor as a result of transactions contemplated by this
Agreement.

            5.22 Other Agreements. The Company has not, directly or indirectly,
made any agreements with the Investor under a subscription in the form of this
Agreement for the purchase of Common Stock, relating to the terms or conditions
of the transactions contemplated hereby or thereby except as expressly set forth
herein, respectively, or in exhibits hereto or thereto.

            5.23 Major Transactions. There are no other Major Transactions
currently pending or contemplated by the Company.

            5.24 Financings. There are no other financings currently pending or
contemplated by the Company.


                                       31
<PAGE>

            5.25 Shareholder Authorization. The Company shall, at its next
annual shareholder meeting following its listing on either the Nasdaq Small Cap
Market or the Nasdaq National Market, or at a special meeting to be held as soon
as practicable thereafter, use its best efforts to obtain approval of its
shareholders to (i) authorize the issuance of the full number of shares of
Common Stock which would be issuable under this Agreement and eliminate any
prohibitions under applicable law or the rules or regulations of any stock
exchange, interdealer quotation system or other self-regulatory organization
with jurisdiction over the Company or any of its securities with respect to the
Company's ability to issue shares of Common Stock in excess of the Cap Amount
(such approvals being the "20% Approval") and (ii) the increase in the number of
authorized shares of Common Stock of the Company (the "Share Authorization
Increase Approval") such that at least 20,000,000 shares can be reserved for
this Offering. In connection with such shareholder vote, the Company shall use
its best efforts to cause all officers and directors of the Company to promptly
enter into irrevocable agreements to vote all of their shares in favor of
eliminating such prohibitions. As soon as practicable after the 20% Approval and
the Share Authorization Increase Approval, the Company agrees to use its best
efforts to reserve 20,000,000 shares of Common Stock for issuance under this
Agreement.

            5.26 Acknowledgment of Limitations on Put Amounts. The Company
understands and acknowledges that the amounts available under this Investment
Agreement are limited, among other things, based upon the liquidity of the
Company's Common Stock traded on its Principal Market.

      6. Covenants of the Company

            6.1 Independent Auditors. The Company shall, until at least the
Termination Date, maintain as its independent auditors an accounting firm
authorized to practice before the SEC.

            6.2 Corporate Existence and Taxes. The Company shall, until at least
the Termination Date, maintain its corporate existence in good standing and,
once it becomes a "Reporting Issuer" (defined as a Company which files periodic
reports under the Exchange Act), remain a Reporting Issuer (provided, however,
that the foregoing covenant shall not prevent the Company from entering into any
merger or corporate reorganization as long as the surviving entity in such
transaction, if not the Company, assumes the Company's obligations with respect
to the Common Stock and has Common Stock listed for trading on a stock exchange
or on Nasdaq and is a Reporting Issuer) and shall pay all its taxes when due
except for taxes which the Company disputes.

            6.3 Registration Rights. The Company will enter into a registration
rights agreement covering the resale of the Common Shares and the Warrant Shares
substantially in the form of the Registration Rights Agreement attached as
Exhibit A.

            6.4 Asset Transfers. The Company shall not (i) transfer, sell,
convey or otherwise dispose of any of its material assets to any subsidiary of
the Company except for a cash or cash equivalent consideration and for a proper
business purpose or (ii) transfer, sell, convey or otherwise dispose of any of
its material assets to any Affiliate, as defined below, during the Term of this
Agreement. For purposes hereof, "Affiliate" shall mean any officer of the
Company, director of the


                                       32
<PAGE>

Company or owner of twenty percent (20%) or more of the Common Stock or other
securities of the Company.

            6.5 Capital Raising Limitations and Rights of First Refusal.

                  6.5.1 Capital Raising Limitations. During the period from the
date of this Agreement until the date that is one year after the Termination
Date, the Company shall not issue or sell, or agree to issue or sell Equity
Securities (as defined below), for cash in private capital raising transactions
without obtaining the prior written approval of the Investor of the Offering
(the limitations referred to in this subsection 6.6.1 are collectively referred
to as the "Capital Raising Limitations"). For purposes hereof, the following
shall be collectively referred to herein as, the "Equity Securities": (i) Common
Stock or any other equity securities, (ii) any debt or equity securities which
are convertible into, exercisable or exchangeable for, or carry the right to
receive additional shares of Common Stock or other equity securities, or (iii)
any securities of the Company pursuant to an equity line structure or format
similar in nature to this Offering.
                  6.5.2 Investor's Right of First Refusal. For any private
capital raising transactions of Equity Securities which close after the date
hereof and on or prior to the date that is one (1) year after the Termination
Date of this Agreement, not including any warrants issued in conjunction with
this Investment Agreement, the Company agrees to deliver to Investor, at least
ten (10) days prior to the closing of such transaction, written notice
describing the proposed transaction, including the terms and conditions thereof,
and providing the Investor and its affiliates an option (the "Right of First
Refusal") during the ten (10) day period following delivery of such notice to
purchase the securities being offered in such transaction on the same terms as
contemplated by such transaction.

                  6.5.3 Exceptions to Rights of First Refusal. Notwithstanding
the above, the Rights of First Refusal shall not apply to any transaction
involving issuances of securities in connection with a merger, consolidation,
acquisition or sale of assets, or in connection with any strategic partnership
or joint venture (the primary purpose of which is not to raise equity capital),
or in connection with the disposition or acquisition of a business, product or
license by the Company or exercise of options by employees, consultants or
directors, or a primary underwritten offering of the Company's Common Stock, or
the transactions set forth on Schedule 6.5.1. The Capital Raising Limitations
also shall not apply to (a) the issuance of securities upon exercise or
conversion of the Company's options, warrants or other convertible securities
outstanding as of the date hereof, (b) the grant of additional options or
warrants, or the issuance of additional securities, under any Company stock
option or restricted stock plan for the benefit of the Company's employees,
directors or consultants, or (c) the issuance of debt securities, with no equity
feature, incurred solely for working capital purposes. If the Investor, at any
time, is more than five (5) business days late in paying any Put Dollar Amounts
that are then due, the Investor shall not be entitled to the benefits of
Sections 6.5.1 and 6.5.2 above until the date that the Investor has paid all Put
Dollar Amounts that are then due.

            6.6 Financial 10-KSB Statements, Etc. and Current Reports on Form
8-K. The Company shall deliver to the Investor copies of its annual reports on
Form 10-KSB, and quarterly reports on Form 10-QSB and shall deliver to the
Investor current reports on Form 8-K within two (2) days of filing for the Term
of this Agreement.


                                       33
<PAGE>

            6.7 Opinion of Counsel. Investor shall, concurrent with the
Investment Commitment Closing, receive an opinion letter from the Company's
legal counsel, in the form attached as Exhibit B, or in such form as agreed upon
by the parties, and shall, concurrent with each Put Date, receive an opinion
letter from the Company's legal counsel, in the form attached as Exhibit I or in
such form as agreed upon by the parties.

            6.8 Removal of Legend. If the certificates representing any
Securities are issued with a restrictive Legend in accordance with the terms of
this Agreement, the Legend shall be removed and the Company shall issue a
certificate without such Legend to the holder of any Security upon which it is
stamped, and a certificate for a security shall be originally issued without the
Legend, if (a) the sale of such Security is registered under the Act, or (b)
such holder provides the Company with an opinion of counsel, in form, substance
and scope customary for opinions of counsel in comparable transactions (the
reasonable cost of which shall be borne by the Investor), to the effect that a
public sale or transfer of such Security may be made without registration under
the Act, or (c) such holder provides the Company with reasonable assurances that
such Security can be sold pursuant to Rule 144. Each Investor agrees to sell all
Securities, including those represented by a certificate(s) from which the
Legend has been removed, or which were originally issued without the Legend,
pursuant to an effective registration statement and to deliver a prospectus in
connection with such sale or in compliance with an exemption from the
registration requirements of the Act.

            6.9 Listing. Subject to the remainder of this Section 6.9, the
Company shall ensure that its shares of Common Stock (including all Warrant
Shares and Put Shares) are listed and available for trading on the O.T.C.
Bulletin Board. Thereafter, the Company shall (i) use its best efforts to
continue the listing and trading of its Common Stock on the O.T.C. Bulletin
Board or to become eligible for and listed and available for trading on the
Nasdaq Small Cap Market, the NMS, or National Association of Securities Dealers
("NASD")and (ii) comply in all material respects with the Company's reporting,
filing and other obligations under the By-Laws or rules of the New York
Stock Exchange ("NYSE"); and such exchanges, as applicable.

            6.10 The Company's Instructions to Transfer Agent. The Company will
instruct the Transfer Agent of the Common Stock, by delivering instructions in
the form of Exhibit T hereto, to issue certificates, registered in the name of
each Investor or its nominee, for the Put Shares and Warrant Shares in such
amounts as specified from time to time by the Company upon any exercise by the
Company of a Put and/or exercise of the Warrants by the holder thereof. Such
certificates shall not bear a Legend unless issuance with a Legend is permitted
by the terms of this Agreement and Legend removal is not permitted by Section
6.8 hereof and the Company shall cause the Transfer Agent to issue such
certificates without a Legend. Nothing in this Section shall affect in any way
Investor's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof
to resell the Securities pursuant to an effective registration statement and to
deliver a prospectus in connection with such sale or in compliance with an
exemption from the registration requirements of applicable securities laws. If
(a) an Investor provides the Company with an opinion of counsel, which opinion
of counsel shall be in form, substance and scope customary for opinions of
counsel in comparable transactions, to the effect that the Securities to be sold
or transferred may be sold or transferred pursuant to an exemption from
registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a
transferee which is an accredited investor, the Company shall permit the
transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct


                                       34
<PAGE>

its transfer agent to issue one or more certificates in such name and in such
denomination as specified by such Investor. The Company acknowledges that a
breach by it of its obligations hereunder will cause irreparable harm to an
Investor by vitiating the intent and purpose of the transaction contemplated
hereby. Accordingly, the Company acknowledges that the remedy at law for a
breach of its obligations under this Section 6.10 will be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions
of this Section 6.10, that an Investor shall be entitled, in addition to all
other available remedies, to an injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss
and without any bond or other security being required.

            6.11 Stockholder 20% Approval. Prior to the closing of any Put that
would cause the Aggregate Issued Shares to exceed the Cap Amount, if required by
the rules of NASDAQ because the Company's Common Stock is listed on NASDAQ, the
Company shall obtain approval of its stockholders to authorize (i) the issuance
of the full number of shares of Common Stock which would be issuable pursuant to
this Agreement but for the Cap Amount and eliminate any prohibitions under
applicable law or the rules or regulations of any stock exchange, interdealer
quotation system or other self-regulatory organization with jurisdiction over
the Company or any of its securities with respect to the Company's ability to
issue shares of Common Stock in excess of the Cap Amount (such approvals being
the "Stockholder 20% Approval").

            6.12 Press Release. The Company agrees that the Investor shall have
the right to review and comment upon any press release issued by the Company in
connection with the Offering which approval shall not be unreasonably withheld
by Investor.

            6.13 Change in Law or Policy. In the event of a change in law, or
policy of the SEC, as evidenced by a No-Action letter or other written
statements of the SEC or the NASD which causes the Investor to be unable to
perform its obligations hereunder, this Agreement shall be automatically
terminated and no Termination Fee shall be due, provided that notwithstanding
any termination under this section 6.13, the Investor shall retain full
ownership of the Commitment Warrant as partial consideration for its commitment
and its consulting, legal and other services rendered hereunder.

      7. Investor Covenant/Miscellaneous.

            7.1 Representations and Warranties Survive the Closing;
Severability. Investor's and the Company's representations and warranties shall
survive the Investment Date and any Put Closing contemplated by this Agreement
notwithstanding any due diligence investigation made by or on behalf of the
party seeking to rely thereon. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, or is altered by a term required by the Securities
Exchange Commission to be included in the Registration Statement, this Agreement
shall continue in full force and effect without said provision; provided that if
the removal of such provision materially changes the economic benefit of this
Agreement to the Investor, this Agreement shall terminate.


                                       35
<PAGE>

            7.2 Successors and Assigns. This Agreement shall not be assignable
without the Company's written consent, If assigned, the terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. Investor may assign Investor's rights hereunder, in
connection with any private sale of the Common Stock of such Investor, so long
as, as a condition precedent to such transfer, the transferee executes an
acknowledgment agreeing to be bound by the applicable provisions of this
Agreement in a form acceptable to the Company and provides an original copy of
such acknowledgment to the Company.

            7.3 Execution in Counterparts Permitted. This Agreement may be
executed in any number of counterparts, each of which shall be enforceable
against the parties actually executing such counterparts, and all of which
together shall constitute one (1) instrument.

            7.4 Titles and Subtitles; Gender. 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. The use in this Agreement of a
masculine, feminine or neither pronoun shall be deemed to include a reference to
the others.

            7.5 Written Notices, Etc. Any notice, demand or request required or
permitted to be given by the Company or Investor pursuant to the terms of this
Agreement shall be in writing and shall be deemed given when delivered
personally, or by facsimile or upon receipt if by overnight or two (2) day
courier, addressed to the parties at the addresses and/or facsimile telephone
number of the parties set forth at the end of this Agreement or such other
address as a party may request by notifying the other in writing; provided,
however, that in order for any notice to be effective as to the Investor such
notice shall be delivered and sent, as specified herein, to all the addresses
and facsimile telephone numbers of the Investor set forth at the end of this
Agreement or such other address and/or facsimile telephone number as Investor
may request in writing.

            7.6 Expenses. Except as set forth in the Registration Rights
Agreement, each of the Company and Investor shall pay all costs and expenses
that it respectively incurs, with respect to the negotiation, execution,
delivery and performance of this Agreement.

            7.7 Entire Agreement; Written Amendments Required. This Agreement,
including the Exhibits attached hereto, the Common Stock certificates, the
Warrants, the Registration Rights Agreement, and the other documents delivered
pursuant hereto constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof, and no party
shall be liable or bound to any other party in any manner by any warranties,
representations or covenants, whether oral, written, or otherwise except as
specifically set forth herein or therein. Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.


                                       36
<PAGE>

            7.8 Actions at Law or Equity; Jurisdiction and Venue. The parties
acknowledge that any and all actions, whether at law or at equity, and whether
or not said actions are based upon this Agreement between the parties hereto,
shall be filed in any state or federal court sitting in Atlanta, Georgia.
Georgia law shall govern both the proceeding as well as the interpretation and
construction of the Transaction Documents and the transaction as a whole. In any
litigation between the parties hereto, the prevailing party, as found by the
court, shall be entitled to an award of all attorney's fees and costs of court.
Should the court refuse to find a prevailing party, each party shall bear its
own legal fees and costs.

      8. Subscription and Wiring Instructions; Irrevocability.

            8.1  Subscription

            (a)   Wire transfer of Subscription Funds. Investor shall deliver
                  Put Dollar Amounts (as payment towards any Put Share Price) by
                  wire transfer, to the Company pursuant to a wire instruction
                  letter to be provided by the Company, and signed by the
                  Company.

            (b)   Irrevocable Subscription. Investor hereby acknowledges and
                  agrees, subject to the provisions of any applicable laws
                  providing for the refund of subscription amounts submitted by
                  Investor, that this Agreement is irrevocable and that Investor
                  is not entitled to cancel, terminate or revoke this Agreement
                  or any other agreements executed by such Investor and
                  delivered pursuant hereto, and that this Agreement and such
                  other agreements shall survive the death or disability of such
                  Investor and shall be binding upon and inure to the benefit of
                  the parties and their heirs, executors, administrators,
                  successors, legal representatives and assigns. If the
                  Securities subscribed for are to be owned by more than one
                  person, the obligations of all such owners under this
                  Agreement shall be joint and several, and the agreements,
                  representations, warranties and acknowledgments herein
                  contained shall be deemed to be made by and be binding upon
                  each such person and his heirs, executors, administrators,
                  successors, legal representatives and assigns.

            8.2 Acceptance of Subscription. Ownership of the number of
securities purchased hereby will pass to Investor upon the Warrant Closing or
any Put Closing.

      9. Indemnification.

      In consideration of the Investor's execution and delivery of the
Investment Agreement, the Registration Rights Agreement and the Warrants (the
"Transaction Documents") and acquiring the Securities thereunder and in addition
to all of the Company's other obligations under the Transaction Documents, the
Company shall defend, protect, indemnify and hold harmless Investor and all of
its


                                       37
<PAGE>

stockholders, officers, directors, employees and direct or indirect investors
and any of the foregoing person's agents, members, partners or other
representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the
"Indemnitees") from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including
reasonable attorney's fees and disbursements (the "Indemnified Liabilities"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any misrepresentation or breach of any representation or warranty made by the
Company in the Transaction Documents or any other certificate, instrument or
documents contemplated hereby or thereby, (b) any breach of any covenant,
agreement or obligation of the Company contained in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby, or
(c) any cause of action, suit or claim, derivative or otherwise, by any
stockholder of the Company based on a breach or alleged breach by the Company or
any of its officers or directors of their fiduciary or other obligations to the
stockholders of the Company.

      To the extent that the foregoing undertaking by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution to
the payment and satisfaction of each of the Indemnified Liabilities which it
would be required to make if such foregoing undertaking was enforceable which is
permissible under applicable law.

      Promptly after receipt by an Indemnitee of notice of the commencement of
any action pursuant to which indemnification may be sought, such Indemnitee
will, if a claim in respect thereof is to be made against the other party
(hereinafter "Indemnitor") under this Section 9, deliver to the Indemnitor a
written notice of the commencement thereof and the Indemnitor shall have the
right to participate in and to assume the defense thereof with counsel
reasonably selected by the Indemnitor, provided, however, that an Indemnitee
shall have the right to retain its own counsel, with the reasonably incurred
fees and expenses of such counsel to be paid by the Indemnitor, if
representation of such Indemnitee by the counsel retained by the Indemnitor
would be inappropriate due to actual or potential conflicts of interest between
such Indemnitee and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the Indemnitor within a
reasonable time of the commencement of any such action, if prejudicial to the
Indemnitor's ability to defend such action, shall relieve the Indemnitor of any
liability to the Indemnitee under this Section 9, but the omission to so deliver
written notice to the Indemnitor will not relieve it of any liability that it
may have to any Indemnitee other than under this Section 9 to the extent it is
prejudicial.

                           [INTENTIONALLY LEFT BLANK]


                                       38
<PAGE>

      10. Accredited Investor. Investor is an "Accredited Investor" because
(check all applicable boxes):

      (a)   |_|   it is an organization described in Section 501(c)(3) of
                  the Internal Revenue Code, or a corporation, limited duration
                  company, limited liability company, business trust, or
                  partnership not formed for the specific purpose of acquiring
                  the securities offered, with total assets in excess of
                  $5,000,000.

      (b)   |_|   any trust, with total assets in excess of $5,000,000, not
                  formed for the specific purpose of acquiring the securities
                  offered, whose purchase is directed by a sophisticated person
                  who has such knowledge and experience in financial and
                  business matters that he is capable of evaluating the merits
                  and risks of the prospective investment.

      (c)   |_|   a natural person, who

            |_|   is a director, executive officer or general partner of the
                  issuer of the securities being offered or sold or a director,
                  executive officer or general partner of a general partner of
                  that issuer.

            |_|   has an individual net worth, or joint net worth with that
                  person's spouse, at the time of his purchase exceeding
                  $1,000,000.

            |_|   had an individual income in excess of $200,000 in each of
                  the two most recent years or joint income with that person's
                  spouse in excess of $300,000 in each of those years and has a
                  reasonable expectation of reaching the same income level in
                  the current year.

      (d)   |_|   an entity each equity owner of which is an entity
                  described in a - b above or is an individual who could check
                  one (1) of the last three (3) boxes under subparagraph (c)
                  above.

      (e)   |_|   other [specify]

                  --------------------------------------------------------------


                                       39
<PAGE>

      The undersigned hereby subscribes the Maximum Offering Amount and
acknowledges that this Agreement and the subscription represented hereby shall
not be effective unless accepted by the Company as indicated below.

      IN WITNESS WHEREOF, the undersigned Investor does represent and certify
under penalty of perjury that the foregoing statements are true and correct and
that Investor by the following signature(s) executed this Agreement.

Dated this 1st day of June, 2000.

SWARTZ PRIVATE EQUITY, LLC


By: ____________________________________
           Eric S. Swartz, Manager

SECURITY DELIVERY INSTRUCTIONS:

Swartz Private Equity, LLC
C/o Eric S. Swartz
200 Roswell Summit, Suite 285
1080 Holcomb Bridge Road
Roswell, GA 30076
Telephone: (770) 640-8130

THIS AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT OF THE MAXIMUM OFFERING
AMOUNT ON THE 1ST DAY OF JUNE, 2000.

                                    GAMECOM, INC.


                                    By: ________________________________________
                                        L. Kelly Jones, CEO

                              Address:
                                    Attn: L. Kelly Jones
                                    440 North Center
                                    Arlington, TX 76011
                                    Telephone (817) 265-0440
                                    Facsimile (817) 265-0440


                                       40
<PAGE>

                               ADVANCE PUT NOTICE

GAMECOM, INC. (the "Company") hereby intends, subject to the Individual Put
Limit (as defined in the Investment Agreement), to elect to exercise a Put to
sell the number of shares of Common Stock of the Company specified below, to
_____________________________, the Investor, as of the Intended Put Date written
below, all pursuant to that certain Investment Agreement (the "Investment
Agreement") by and between the Company and Swartz Private Equity, LLC dated on
or about June 1, 2000.

                       Date of Advance Put Notice: ___________________

                       Intended Put Date :___________________________

                       Intended Put Share Amount: __________________

                       Company Designation Maximum Put Dollar Amount (Optional):
                       ________________________________________.

                       Company Designation Minimum Put Share Price (Optional):
                       ________________________________________.

                                   GAMECOM, INC.


                                   By: ________________________________________
                                       L. Kelly Jones, CEO

                             Address:
                                   Attn: L. Kelly Jones
                                   440 North Center
                                   Arlington, TX 76011
                                   Telephone (817) 265-0440
                                   Facsimile (817) 265-0440

                                    EXHIBIT E


                                       41
<PAGE>

                       CONFIRMATION of ADVANCE PUT NOTICE

_________________________________, the Investor, hereby confirms receipt of
GAMECOM, INC.'s (the "Company") Advance Put Notice on the Advance Put Date
written below, and its intention to elect to exercise a Put to sell shares of
common stock ("Intended Put Share Amount") of the Company to the Investor, as of
the intended Put Date written below, all pursuant to that certain Investment
Agreement (the "Investment Agreement") by and between the Company and Swartz
Private Equity, LLC dated on or about June 1, 2000.

                       Date of Confirmation: ____________________

                       Date of Advance Put Notice: ___________________

                       Intended Put Date :___________________________

                       Intended Put Share Amount: __________________

                       Company Designation Maximum Put Dollar Amount (Optional):
                       ________________________________________.

                       Company Designation Minimum Put Share Price (Optional):
                       ________________________________________.

                                    INVESTOR(S)

                                    ____________________________________
                                    Investor's Name


                                    By: ________________________________
                                          (Signature)
                        Address:    ____________________________________

                                    ____________________________________

                                    ____________________________________

                        Telephone No.: _________________________________

                        Facsimile No.:  ________________________________

                                    EXHIBIT F


                                       42
<PAGE>

                                   PUT NOTICE

GAMECOM, INC. (the "Company") hereby elects to exercise a Put to sell shares of
common stock ("Common Stock") of the Company to _____________________________,
the Investor, as of the Put Date, at the Put Share Price and for the number of
Put Shares written below, all pursuant to that certain Investment Agreement (the
"Investment Agreement") by and between the Company and Swartz Private Equity,
LLC dated on or about June 1, 2000.

                       Put Date :_________________

                       Intended Put Share Amount (from Advance Put
                       Notice):_________________ Common Shares

                       Company Designation Maximum Put Dollar Amount (Optional):
                       ________________________________________.

                       Company Designation Minimum Put Share Price (Optional):
                       ________________________________________.

Note: Capitalized terms shall have the meanings ascribed to them in this
Investment Agreement.

                                    GAMECOM, INC.


                                    By: ______________________________________
                                        L. Kelly Jones, CEO

                              Address:
                                    Attn: L. Kelly Jones
                                    440 North Center
                                    Arlington, TX 76011
                                    Telephone (817) 265-0440
                                    Facsimile  (817) 265-0440

                                    EXHIBIT G


                                       43
<PAGE>

                                CONFIRMATION of PUT NOTICE

_________________________________, the Investor, hereby confirms receipt of
GameCom, Inc. (the "Company") Put Notice and election to exercise a Put to sell
___________________________ shares of common stock ("Common Stock") of the
Company to Investor, as of the Put Date, all pursuant to that certain Investment
Agreement (the "Investment Agreement") by and between the Company and Swartz
Private Equity, LLC dated on or about June 1, 2000.

                                    Date of this Confirmation: ________________

                                    Put Date :_________________

                                    Number of Put Shares of
                                    Common Stock to be Issued: _____________

                                    Volume Evaluation Period: ____ Business Days

                                    Pricing Period: _____ Business Days

                                    INVESTOR(S)

                                    ___________________________________
                                    Investor's Name


                                    By: ________________________________
                                          (Signature)
                        Address:    ____________________________________

                                    ____________________________________

                                    ____________________________________

                        Telephone No.: _________________________________

                        Facsimile No.: _________________________________

                                    EXHIBIT H


                                       44
<PAGE>

                             PUT CANCELLATION NOTICE

GAMECOM, INC. (the "Company") hereby cancels the Put specified below, pursuant
to that certain Investment Agreement (the "Investment Agreement") by and between
the Company and Swartz Private Equity, LLC dated on or about June 1, 2000, as of
the close of trading on the date specified below (the "Cancellation Date," which
date must be on or after the date that this notice is delivered to the
Investor), provided that such cancellation shall not apply to the number of
shares of Common Stock equal to the Truncated Put Share Amount (as defined in
the Investment Agreement).

                                    Cancellation Date: _____________________

                                    Put Date of Put Being Canceled: __________

                                    Number of Shares Put on Put Date: _________

                                    Reason for Cancellation (check one):

                                          |_|  Material Facts, Ineffective
                                               Registration Period.

                                          |_|  Delisting Event

The Company understands that, by canceling this Put, it must give twenty (20)
Business Days advance written notice to the Investor before effecting the next
Put.

                                    GAMECOM, INC.


                                    By: ____________________________________
                                        L. Kelly Jones, CEO

                              Address:
                                    Attn: L. Kelly Jones
                                    440 North Center
                                    Arlington, TX 76011
                                    Telephone (817) 265-0440
                                    Facsimile  (817) 265-0440

                                    EXHIBIT Q


                                       45
<PAGE>

                      PUT CANCELLATION NOTICE CONFIRMATION

The undersigned Investor to that certain Investment Agreement (the "Investment
Agreement") by and between the GameCom, Inc.'s, and Swartz Private Equity, LLC
dated on or about June 1, 2000, hereby confirms receipt of GameCom, Inc.'s (the
"Company") Put Cancellation Notice, and confirms the following:

                                    Date of this Confirmation: ________________

                                    Put Cancellation Date : ___________________

                                    INVESTOR(S)

                                    ___________________________________
                                    Investor's Name


                                    By: ________________________________
                                          (Signature)
                        Address:    ____________________________________

                                    ____________________________________

                                    ____________________________________

                        Telephone No.: _________________________________

                        Facsimile No.: _________________________________

                                    EXHIBIT S


                                       46

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>OPINION OF RAICE PAYKIN KRIEG & SCHRADER LLP
<TEXT>


                        RAICE PAYKIN KRIEG & SCHRADER LLP
                                ATTORNEYS AT LAW
                         185 MADISON AVENUE. 10TH FLOOR
                            NEW YORK, NEW YORK 10016


                       (212) 725-4423 o FAX (212) 684-0022

                                                          August 8, 2000

GameCom, Inc.
440 North Center
Arlington, TX 76011

      Re: GameCom, Inc. - Registration Statement on Form SB-2 (File No.
          33-41214) (the "Registration Statement")

Gentlemen:

      We are are acting as counsel for GameCom, Inc., a Texas corporation (the
"Company"), in connection with the proposed issuance and sale pursuant to the
Registration Statement of up to 34,163,470 shares of Common Stock, $.005 par
value, of the Company (the "Shares").

      We have examined such corporate records, certificates and other documents
as we have considered necessary for the purposes of this opinion. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies and the authenticity of the
originals of such latter documents. As to any facts material to our opinion, we
have, when relevant facts were not independently established, relied upon the
records, certificates and documents referred to above.

      Based on the foregoing, we are of the opinion that, upon issuance and
delivery in accordance with the Investment Agreement described in the
Registration Statement, the Shares will be duly authorized, validly issued,
fully paid and nonassessable.

      Our opinion is limited in all cases to matters arising under the Business
Corporation Act of the State of Texas. We consent to the use of this opinion as
an Exhibit to the Registration Statement and to the reference to our firm under
the caption "Legal Matters" in the prospectus that is a part of the Registration
Statement. In giving such consent, we do not concede that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Commission
thereunder.

                                          Very truly yours,

                                          Raice Paykin Krieg & Schrader LLP


                                    By:   ______________________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
<TEXT>

EXHIBIT 23.2

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated April 4, 2000, relating to the
consolidated financial statements of GameCom, Inc. and Subsidiaries which is
contained in that Prospectus. Our report contains an explanatory paragraph
regarding our ability to continue as a going concern.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.


/s/ Thomas O. Bailey & Associates, PC.

Dallas, Texas

August 4, 2000

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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