AGREEMENT OF WAIVER
                               -------------------

         THIS  AGREEMENT  OF WAIVER  (this  "Agreement")  is entered  into as of
February 7, 2000 by and between  ALOTTAFUN!,  INC., a corporation duly organized
and existing under the laws of the State of Delaware  ("Alottafun!")  and SWARTZ
PRIVATE EQUITY, LLC ("SPE").

                              W I T N E S S E T H:
                              -------------------

         WHEREAS,  SPE and  Alottafun!  entered  into  that  certain  investment
agreement (the  "Investment  Agreement')  dated on or about June 3, 1999 whereby
SPE would provide  Alottafun!  with an Equity Line  financing  arrangement  (the
"Equity Line");

         WHEREAS,  the  Investment  Agreement  provides for the Company to "Put"
shares of Common  Stock to the  Investor,  at times  and  amounts  chosen by the
Company,  but subject to a  "Semi-Annual  Non-Usage  Fee" for failure to use the
Equity Line and a "Termination Fee" for terminating the Equity Line; and

         WHEREAS,  the parties desire to enter into this  Agreement  whereby the
Investor waives the  Semi-Annual  Non-Usage Fee and/or the Termination Fee under
the conditions described herein.

         NOW, THEREFORE,  in exchange for the mutual agreements herein and other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the undersigned agree as follows:

          1. Certain Defined Terms.  Unless otherwise noted,  capitalized  terms
     shall have the meanings ascribed to them in the Investment Agreement.

          2. Waiver.  The Company may suspend  and/or  terminate the Equity Line
     without accruing a Semi-Annual Non-Usage Fee or a Termination Fee, provided
     that:

          (i)  notwithstanding  anything in this  Agreement,  the Investor shall
     retain all 450,000 shares of its Commitment Warrants (consisting of a First
     commitment Warrant and a Second Commitment  Warrant,  each representing the
     right to purchase 225,000 shares of Alottafun! Common Stock); and

          (ii) if the Company does not (a)  reinstate  the Equity Line;  and (b)
     file a  registration  statement  covering the shares to be issued under the
     Equity  Line,  both  within one (1) year of the date  hereof,  the  Company
     agrees to pay to SPE  200,000  shares of  Alottafun!  Common  Stock  (which
     shares shall have piggyback  registration  rights), or $200,000 in cash, at
     SPE's option.

         3. No  Effect on Other  Terms of the  Investment  Agreement.  Except as
expressly set forth herein,  the terms of the Investment  Agreement shall remain
unchanged.



         4.       Additional and Miscellaneous Provisions.

                  4.1  Governing   Law.  All  questions   with  respect  to  the
construction  of this  Agreement and the rights and  liabilities  of the parties
hereunder  shall be  governed  by the  internal  laws of the State of Georgia in
effect as of the date hereof.

                  4.2  Confidentiality.  The  parties and their  attorneys  each
agree to keep confidential the terms of this Agreement except to the extent such
disclosure is otherwise  required by Federal or state law, including pursuant to
any discovery procedures  authorized by such laws, and then only to such persons
and/or agencies authorized to receive such information.

                  4.3 Headings. Section and paragraph headings contained in this
Agreement are for  convenience  and shall not be  considered  for any purpose in
construing this Agreement.

                  4.4 Execution in Counterparts.  This Agreement may be executed
in any number of counterparts, which together shall constitute one instrument.

                  4.5  Successors  and Assigns.  This  Agreement  shall bind and
inure to the  benefit of the  parties  hereto and their  respective  successors,
assigns, heirs, administrators, executors and conservators.

                  4.6  Amendments.  This  Agreement  may be  amended,  modified,
canceled, or waived only by written instrument executed by each of the parties.

                  4.7 Neutral  Construction.  This  Agreement  will be construed
neutrally, and will not be applied more strictly against one party than another.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
February 7, 2000.

                                            SWARTZ PRIVATE EQUITY, LLC

                                            By:_____________________________
                                                    S/

                                            ALOTTAFUN!, INC., a Delaware
                                            corporation

                                            By:_____________________________
                                                   S/

07/11/2000 4:49 PM   d-1
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#217155 v1 - ALOTTAFUN! Agreement of Waiver