AGREEMENT OF MERGER
AGREEMENT OF MERGER dated as of May 3, 2001 by and between GameCom, Inc., a Texas corporation
("GAMZ"), and Ferris Productions, Inc. , a Delaware corporation ("FERRIS").
R E C I T A L S:
A. The Boards of Directors of GAMZ and FERRIS deem it advisable and in the best interests of GAMZ and
FERRIS, and their respective stockholders to consummate, and have approved, including for purposes of
Section 5.03 of the Texas Law and of Section 251 of the Delaware Law, the business combination transactions
provided for herein, in which FERRIS will merge with and into GAMZ with GAMZ continuing as the surviving
corporation ("Merger") and all of the issued and outstanding FERRIS Shares (as hereinafter defined) and all
vested FERRIS Convertible Securities (as hereinafter defined) will be converted into shares of common stock,
par value $0.005 per share, of GAMZ, all as more fully set forth below.
B. For Federal income tax purposes, it is intended that the Merger shall qualify as a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code") and the parties
intend to adopt this Agreement as a "plan of reorganization" under Section 368(a) of the Code and the Treasury
C. GAMZ and FERRIS desire to make certain representations, warranties and agreements in connection with the
Merger and also to prescribe various conditions to the Merger.
D. The Boards of Directors of GAMZ and FERRIS have approved and adopted this Agreement.
E. Capitalized terms that are not proper nouns are defined in Section 13.
Accordingly, the parties agree as follows:
1. The Merger.
1.1. The Merger and Its Effect. Subject to the terms and conditions of this Agreement, at the Effective Time,
FERRIS shall be merged with and into GAMZ, which shall be the surviving corporation (GAMZ, as the party to
the Merger surviving the Merger, is sometimes hereinafter referred to as the "Surviving Corporation"), in
accordance with this A