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GameCom buys, ETPI sues

March 31, 2002

HOUSTON and ARLINGTON, Texas - GameCom Inc. announced today it has signed a contract to acquire Ferris Productions Inc., of Phoenix, Ariz., a virtual reality entertainment company.

The companies had announced on April 18, 2001 the execution of a letter of intent with regard to the merger transaction. However, Entertainment Technologies & Programs Inc. had signed a previous letter of intent with Ferris. 

On April 23, 2001 ETPI commenced a lawsuit in Harris County (Texas) District Court against Ferris and GameCom Inc., alleging breach of contract and interference, among other things.

The suit concerns the letter of intent executed between ETPI and Ferris as of March 15, 2001, for the purchase of all of Ferris' assets. Ferris contends that it terminated the letter of intent on April 17, 2001. ETPI contends that the March 15th letter of intent binds Ferris to conduct good faith negotiations with ETPI until at least June 30, 2001.

Under the GameCom-Ferris agreement, the number of shares, all restricted, to be issued to Ferris' shareholders shall be determined by the average price of GameCom's shares during a "pricing period" following expiration of the three-week contractual due diligence period.

Under the contract, Ferris' shareholders could receive as little as 50.01 percent, or as much as 75.07 percent, of the combined company's outstanding shares.
  
L. Kelly Jones will remain as the combined company's chairman of the board and chief executive officer, while Bob Ferris, currently Ferris' president, will be the combined company's president.