Exhibit 10.2

                          PROJECT MANAGEMENT AGREEMENT

      THIS PROJECT  MANAGEMENT  AGREEMENT is made and entered into and effective
this 1st day of April,  2000, by and between Capston Network Company, a Delaware
corporation  with an  office  1612  N.  Osceola  Avenue  Clearwater,  Fl  33755,
hereinafter called "Manager," Smart Games Interactive, Inc. an inactive Delaware
corporation  with an office at 2075 Case Parkway South,  Twinsburg,  Ohio 44087,
hereinafter  called the "Company," and Tobem  Investments Ltd., a Cayman Islands
Corporation with an office at Genesis Building, P.O. Box 2097, Georgetown, Grand
Cayman, B.W.I.

                               W I T N E S S E T H

      WHEREAS,  the Company is an inactive  Delaware  corporation  that has been
insolvent, as that terms is generally understood, since September 1997; and

      WHEREAS,  the Company has no active  management or ongoing  operations and
has not engaged in any business activities since September 1997; and

      WHEREAS,  the Company is delinquent in its reporting  obligations with the
Securities  and  Exchange  Commission  (the "SEC")  pursuant  to the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"); and

      WHEREAS,  Tobem has  recently  purchased  a  controlling  interest  in the
Company  for a  total  of  $75,000  in  cash,  an  amount  which  will  probably
insufficient to fully discharge the outstanding liabilities of the Company; and

      WHEREAS,  Tobem and the Company  believe it is in the best interest of its
stockholders  for the Company to develop a restructuring  plan ("Plan")  whereby
the  Company  will be  restructured  as a  "public  shell"  for the  purpose  of
effecting  a business  combination  transaction  with a suitable  privately-held
company  that  has  both  business  history  and  operating  assets  (a  "Target
Company"); and

      WHEREAS,  Capston  has  significant  experience  in  the  development  and
implementation of corporate restructuring plans and has offered to (a) develop a
restructuring  plan  for  the  Company,  (b)  arrange  for the  contribution  of
additional  cash to the Company if required,  (c)  negotiate  the  settlement or
payment of the Company's indebtedness, (d) take such actions as may be necessary
to bring the Company into compliance  with the applicable  rules and regulations
of the SEC,  (e) take such  actions as may be  necessary to position the Company
for a business combination with a suitable  privately-held  enterprise,  and (f)
negotiate  and close a business  combination  between the Company and a suitable
privately-held enterprise; and

      WHEREAS,  the parties  hereto desire to enter into a formal  agreement for
the operation and management of the Company's affairs and the  implementation of
the Plan;

      NOW THEREFORE,  in  consideration  of the mutual  covenants and agreements
herein  contained,  it is agreed that the Company shall be managed by Capston in
accordance  with the  terms  and  provisions  of this  agreement,  which  are as
follows, to-wit:

                                    Article I

                             Compensation to Manager

      1.1 As its sole  compensation  for  services to be rendered in  connection
with the  development  and  implementation  of the Plan and the operation of the
Company  pursuant to this agreement,  Tobem agrees to sell to the Manager or its
designees  12,000,000 shares of the Company's $0.002 par value common stock at a
price of $0.005 per share,  or $60,000 in the aggregate.  The purchase price for
such  shares  shall be paid to Tobem in cash on  before  the  closing  date of a
business  combination  of the type  contemplated  by this  Agreement.  Except as
specifically  provided in this  Agreement,  the Manager shall not be entitled to
receive  any  common  stock or other  securities  of the  Company,  or any other
options,  warrants appreciation rights or similar instruments that will or might
entitle the Manager to receive additional shares of common stock in the future.

      1.2 It is expressly  agreed  between the parties that the full fair market
value of the Common Stock  issuable to the Manger  pursuant to Section 1.1 shall
be $.005 per share, or $60,000 in the aggregate.

                                   Article II

                                Powers of Manager

      2.1 Subject at all times to the supervision,  direction and control of the
Company's  board of  directors,  Manager  shall  have all  necessary  power  and
authority to, manage,  supervise and administer the day-to-day  business affairs
of the Company and shall use reasonable commercial efforts to seek,  investigate
and,  if the  results  of  such  investigation  warrant,  negotiate  a  business
combination  with a suitable  company  or  business  opportunity  that seeks the
perceived advantages of a business combination with a publicly held corporation.

      2.2 The Manager is expressly  authorized to negotiate  the payment  and/or
compromise of the outstanding liabilities of the Company on such terms as shall,
in the  discretion of the Manager,  seem  appropriate  under the  circumstances.
Notwithstanding the foregoing,  in the event that the Manager causes the Company
to issue  shares of its common  stock to a  creditor  in  settlement  of a claim
against the  Company,  the Manager will be required to return to the Company for
cancellation a like number of shares.

      2.3 The Manager may,  with the consent of Tobem and without  notice to the
other stockholders of the Company,  effect such corporate changes as the Manager
deems  appropriate  under the  circumstances.  In  particular,  the  Manager  is
expressly  authorized to vote with Tobem to amend the Company's  certificate  of
incorporation to (a) effect a reverse split of the Company's  outstanding common
stock,  provided that the ultimate  reverse split ratio may not exceed 1 for 42,
(b) modify the authorized  capitalization of the Company, (c) change the name of
the  Company  to a name  selected  by the  Manager,  and (d)  effect  any  other
corporate changes that may under applicable law be effected by a written consent
signed by majority of the Company's stockholders.

      2.4 The Manager may,  with the consent of Tobem and without  notice to the
other  stockholders of the Company,  adopt and implement an Incentive Stock Plan
for the benefit of the Company's future employees  provided,  however,  that the
total number of shares  reserved for incentive  grants under the Incentive Stock
Plan shall not exceed 10% of the total number of shares  issued and  outstanding
immediately after the closing of a business combination with a Target Company.

      2.5 In the event that the  available  cash  resources  of the  Company are
insufficient  to provide for the payment  and/or  compromise of the  outstanding
liabilities of the Company, the Manager shall be entitled to purchase or arrange
for the sale of sufficient  additional  shares of the Company's  common stock to
provide sufficient cash resources for the complete satisfaction of the Company's
outstanding  obligations.  Notwithstanding the generality of the foregoing,  the
net purchase price payable by the Manager for the issuance of additional  shares
shall not be less than $0.01 per share.

                                   Article III

                                   Operations

      3.1 All operations conducted on behalf of the Company by the Manager shall
be conducted by competent  personnel  who have been  selected by the Manager and
approved by Company's board of directors. All such operations shall be performed
in a good and professional manner and in connection with all such operations the
Manager  shall adhere to the standard of care that is customary and usual in the
activities  of similarly  situated  publicly-held  companies  who are seeking to
effect a business combination with a Target Company.

      3.2 The number of employees,  the selection of such employee, the hours of
labor and the  compensation  for services to be paid any and all such  employees
shall be determined by Manager, and all such employees shall be the employees of
Manager.

      3.3 The Manager shall retain such consultants,  subcontractors,  employees
and agents as may be necessary to discharge the duties set forth in this Article
III in a prompt,  professional  and timely manner.  Except as  specifically  set
forth herein,  all fees, wages,  charges and expenses incurred by the Manager in
connection  with  the   performance  of  its  duties   hereunder  shall  be  the
responsibility  and  obligation  of, and paid by, the  Manager,  and the Manager
hereby  expressly  agrees to indemnify  and hold the Company  harmless  from and
against all costs and expenses, including attorney's fees, judgments and amounts
paid in  settlement,  which  may be paid  or  incurred  by any  such  person  in
connection with or as a result of any claim,  demand,  action or right of action
which in any way arises  from or relates to the  performance  of any duty of the
Manager under the terms of this Agreement.

                                   Article IV

                   Employment of Professionals and Finders

      4.1 In connection with the  implementation of the Plan and consummation of
a business combination  transaction with at Target Company, the Manager shall be
authorized,  subject to the approval of the  Company's  Board of  Directors,  to
retain such  attorneys,  accountants  and other  professionals  to represent and
assist the Company as it deems  reasonable and prudent under the  circumstances.
The fees of such  professionals  shall be treated as  operating  expenses of the
Company and paid by the Company from its  available  cash  resources,  provided,
however, that no cash fees may be paid to professionals  retained by the Manager
until  all of the  liabilities  of the  Company  existing  at the  date  of this
agreement have been compromised or paid.

      4.2 In connection with the  implementation of the Plan and consummation of
a business combination  transaction with at Target Company, the Manager shall be
authorized,  subject to the approval of the  Company's  Board of  Directors,  to
enter into such agreements  with third party finders as it deems  reasonable and
prudent  under the  circumstances.  In  connection  with the  engagement of such
finders,  and  subject at all times to the  approval of the  Company's  Board of
Directors,  the Manager may negotiate fee agreements that provide the payment of
fees to unrelated  third party  finders who  introduce the Company to a suitable
acquisition  prospect.  All finder's fees shall be treated as operating expenses
of the  Company  and paid by the  Company  from its  available  cash  resources,
provided,  however, that no cash fees may be paid to any finders retained by the
Manager until all of the liabilities of the Company existing at the date of this
agreement have been compromised or paid.

      4.3  Notwithstanding  the generality of Sections 4.1 and 4,2, in the event
that any professional fees or finders fees to be paid in shares of the Company's
common  stock,  then  the  Manager  shall be  required  to pay  one-half  of all
professional and finder's fees associated with the proposed business combination
from the shares issued to the Manger pursuant to Article I hereof.

                                    Article V

                           Specific Duties of Manager

      5.1 The Manager shall have the primary  responsibility  for conducting all
of the Company's  existing and proposed  operations  in a good and  professional
manner  with due regard for the rights  and  interests  of all of the  Company's
Stockholders In furtherance, and not in limitation of the foregoing, the Manager
shall:

     a.  conduct all of the  Company's  existing  and proposed  operations  in
         accordance with applicable law and the provisions of this Agreement;

     b.  conduct all of the  Company's  existing and proposed  operations in a
         good and  workmanlike  manner  as would a prudent  manager  under the
         same or similar circumstances;

     c.  keep the  Company's  Board of  Directors  informed  with respect to all
         operations of the Company,  all  investigations of or negotiations with
         potential Target  Companies,  all other matters which they are entitled
         to know under applicable law and all additional  matters it deems to be
         important under the circumstances;

     d.  keep the  Company's  Stockholders  informed of all matters which they
         are entitled to know under applicable law and all additional  matters
         it deems to be important under the circumstances;

     e.  keep the Company and its properties,  if any, free from all liens and
         encumbrances occasioned by the operations contemplated hereby;

     f.  retain at its sole cost,  risk and expense  such  employees,  experts
         and  consultants as may be necessary or desirable in the discharge of
         the duties of the Manager set forth in this Agreement;

     g.  maintain complete, correct and accurate books, records and accounts and
         furnish to the Company's  Board of Directors  periodic  reports in such
         detail as may be  reasonably  required  to permit the  Company to fully
         discharge  its reporting  obligations  under the Exchange Act and other
         applicable law;

     i.  make all information  concerning the Company available for inspection
         by the Board of Directors or the  authorized  representatives  of the
         Stockholders.

                                   Article VI

                       Payment of Liabilities and Expenses

      6.1 All liabilities of the Company  existing at the date of this agreement
shall be paid or fully  compromised from the existing  capital  resources of the
Company.  In the event that the  available  cash  resources  of the  Company are
insufficient  to provide for the payment  and/or  compromise of the  outstanding
liabilities of the Company,  the Manager shall be required to either purchase or
arrange for the sale of sufficient  additional  shares of the  Company's  common
stock to provide sufficient cash resources for the complete  satisfaction of the
Company's outstanding obligations. All sales of additional common stock shall be
effected at a net purchase price of not be less than $0.02 per share.

      6.2 All other costs,  expenses and liabilities  accruing or resulting from
the operation of the Company  pursuant to this agreement and the  implementation
of the Plan shall be  advanced  and paid by  Manager at its sole cost,  risk and
expense. All such costs,  expenses and related charges shall be accounted for by
Manager in accordance with generally accepted accounting principles ("GAAP") and
shall be treated as contributions to the Company's  capital by the Manager.  The
Company  shall not be  obligated  to  reimburse  the  Manager  for any costs and
expenses  incurred or to be  incurred in  connection  with the  preparation  and
filing of the Company's  reports under the Exchange Act and the investigation of
business opportunities on behalf of the Company.  Notwithstanding the foregoing,
the Manger shall be entitled to negotiate a  reasonable  "  acquisition  fee" or
"non-accountable  expense  allowance" that will be payable to the Manager solely
by or for the  benefit of the Target  Company and neither the Company nor any of
its  Stockholders  shall  have any claim to or  interest  in any fees or expense
allowances that are paid to Manager by or for the benefit of any Target Company.

                                   Article VII

                              Rights of the Company

      7.1 The Company's  Board of Directors shall have access to Manager and its
employees at all reasonable times to inspect and supervise the operations of the
Company  and  shall  have  access  at all  reasonable  times to all  information
pertaining to the operation thereof.  Manager,  upon request,  shall furnish the
Board  of  Directors  with any  information  that  may be  reasonably  requested
pertaining to operations of the Company, including copies of accounting records,
correspondence,  due diligence materials provided by potential Target Companies,
and reports on the status of discussions and negotiations  with potential Target
Companies.  The Company's  Board of Directors shall have the right to inspect at
all reasonable  times during  business  hours,  the books and records of Manager
pertaining  to the  Company;  provided,  however,  that  Manager  may destroy or
otherwise  dispose of any books and records  relating  to matters  that are more
than seven years old, except records with respect to items in dispute.

                                  Article VIII

                              Liability of Manager

      8.1 The judgment and  discretion of Manager  exercised in good faith shall
be the limit of the  liability  of Manager to  Company.  Manager  shall never be
liable to  Company  for any act done or  omitted to be done in good faith in the
performance  of any of the  provisions of this  agreement.  Manager shall not be
liable to Company  for any failure to perform or for any loss caused by strikes,
riots,  fires,  tornadoes,  floods or any other cause including  requirements of
governmental  agencies,  whether of like character or not, beyond the control of
Manager and which the exercise of reasonable diligence could not avoid.

                                   Article IX

                                     Notices

      9.1 All notices,  reports and  correspondence  permitted or required to be
given to any party hereunder,  except as otherwise specifically provided herein,
shall be given in  writing  by U.S.  mail or by  telegram,  postage  or  charges
prepaid,  addressed  to such party at the address  listed  above.  Any party may
change  his or its  address by  appropriate  written  notice to the other  party
hereto.

                                    Article X

                State and Federal Laws, Rules and Regulations

      10.1  All of the  terms  and  provisions  of  this  agreement  are  hereby
expressly  made subject to all federal and state laws and to all valid rules and
regulations and orders of any duly constituted authority, having jurisdiction in
the  premises.  Manager  shall  prepare  and the  Company  shall  file  all such
applications,  notices,  reports and other information concerning the operations
of the Company as may be required  under the  Exchange  Act or other  applicable
law. All costs and expenses incurred by Manager in preparing  periodic and other
reports for the benefit of the Company  shall be paid by the Manager at its sole
cost, risk and expense.  Nothing herein contained,  however,  shall obligate the
Manager to prepare any  applications,  notices,  reports  and other  information
concerning  the  operations  of the Company from and after the closing date of a
business combination transaction of the type contemplated by the Plan.

                                   Article XI

                                  Force Majeure

      11.1 If any party is rendered unable, wholly or in part, by force majeure,
to carry out its obligations under this Agreement,  other than the obligation to
make money  payments,  that party shall the other party prompt written notice of
the force majeure,  with reasonably full particulars  concerning it;  thereupon,
the  obligation  of the party giving the notice,  so far as they are affected by
the  force  majeure,  shall  be  suspended  during,  but  no  longer  than,  the
continuance  of the force  majeure.  The affected party shall use all reasonable
diligence to remove the force  majeure as quickly as  possible.  The term "force
majeure" as here  employed  shall mean an Act of God,  strike,  lockout or other
industrial  disturbance,  act of the public enemy, war,  blockade,  public riot,
lightning, fire, storm, flood, explosion, governmental restraint, unavailability
of equipment,  and any other cause, whether of the kind specifically  enumerated
above or  otherwise,  which is not  reasonably  within the  control of the party
claiming suspension.

                                   Article XII

                                      Term

      12.1 Subject to other  provisions  hereof,  this agreement shall remain in
full force and effect  until the earlier of (a) the  closing  date of a business
combination  transaction  of the  type  contemplated  by the  Plan,  or (b)  the
expiration of the 6 month period specified in Section 1.2 hereof,  at which time
all powers and responsibilities of the Manager shall terminate.

                                  Article XIII

                                Other Provisions

      13.1 Notwithstanding anything to the contrary contained in this Agreement,
the following  items  pertaining  to the  management of the Company shall not be
considered as administrative  overhead,  and Manager shall be entitled to make a
direct charge to the Company or the Target Company for same:

   a. Fees for legal  services,  costs and expenses  incurred in connection with
      preparation  and  filing of a Current  Report on From 8-K to  reflect  the
      consummation   of  a  business   combination   transaction   of  the  type
      contemplated by the Plan.

   b. Fees for third party  professional  and  contract  services  of  personnel
      directly  connected  with or  engaged  in the  consummation  of a business
      combination  transaction of the type  contemplated by the Plan,  provided,
      however,  that all agreements with such professional  service providers or
      contract service  personnel shall be subject,  in all events, to the prior
      approval of the Company's Board of Directors.

      13.2 This agreement and of the terms and provisions hereof shall extend to
and be binding upon the parties hereto, their respective heirs, representatives,
successors and assigns,  and shall be enforceable by the parties in any court of
competent jurisdiction.

                                   Article XIV

                         Representations and Warranties

      14.1 Organization and  Qualification.  The Company is a corporation,  duly
organized,  validly  existing  and in good  standing  under the laws of State of
Delaware and has all requisite power and authority to own, lease and operate its
properties  and to carry on its  business as it is now being  conducted,  and is
duly qualified and in good standing to do business in each jurisdiction in which
the nature of the business  conducted  by it or the  ownership or leasing of its
properties makes such qualification necessary.

      14.2 Articles of  Incorporation  and By-Laws.  The Company has  heretofore
furnished   to  Manager  a  complete   and  correct  copy  of  the  Articles  of
Incorporation  and the By-Laws,  as amended or restated to the date hereof.  The
Company  is  not in  violation  of any of  the  provisions  of its  Articles  of
Incorporation or By-Laws.

      14.3 Capitalization.  The authorized capital stock of the Company consists
of 50,000,000  shares of common stock,  $.001 par value and 5,000,000  shares of
preferred  stock,  $0.001 par value. As of the date hereof (before giving effect
to the transactions  contemplated  herein) (i) 12,648,244 shares of common stock
are issued and outstanding,  all of which are duly  authorized,  validly issued,
fully paid and  nonassessable  and not subject to preemptive  rights  created by
statute,  the Company's Articles of Incorporation or By-Laws or any agreement to
which the  Company  is a party or is bound  and (ii) no shares of the  Company's
Preferred are outstanding. There are no options, warrants, calls or other rights
(including  registration  rights),   agreements,   arrangements  or  commitments
presently outstanding obligating the Company to issue, deliver, sell or register
shares of its capital stock or debt  securities,  or  obligating  the Company to
grant, extend or enter into any such option,  warrant, call or other such right,
agreement, arrangement or commitment. The shares of the Company Common issued to
Capston  pursuant to this agreement  will be duly  authorized,  validly  issued,
fully  paid and  nonassessable  and will not be  subject  to  preemptive  rights
created by statute,  the Company's  Articles of  Incorporation or By-Laws or any
agreement to which the Company is a party or is bound.

      14.4  Subsidiaries.  The Company does not have any subsidiaries or own any
interest in any enterprise  (whether or not such  enterprise is a  corporation).
The Company has either sold to third  parties,  or dissolved in accordance  with
applicable  law,  all  corporations,  partnerships  and  other  incorporated  or
unincorporated   enterprises  in  which  it  has  previously  had  an  interest,
regardless  of whether  such  interest  arose from stock  ownership,  management
control or otherwise.

      14.5  Authority.  Each of the Company and its Board of  Directors  has all
requisite  corporate  power and authority to execute and deliver this Agreement,
to  perform  its  obligations  hereunder  and  to  consummate  the  transactions
contemplated  herein.  The  execution  and  delivery of this  Agreement  and the
consummation of the transactions  contemplated  herein have been duly authorized
by all necessary corporate action and no other corporate  proceeding on the part
of the Company (including,  without limitation, any approval by the shareholders
of the Company of this  Agreement or the  transactions  contemplated  herein) is
necessary  to  authorize  this  Agreement  or  to  consummate  the  transactions
contemplated  herein. This Agreement has been duly executed and delivered by the
Company  and its  Board  of  Directors  and,  assuming  the  due  authorization,
execution  and  delivery  hereof by Capston,  constitutes  the legal,  valid and
binding  obligation of the Company  enforceable in accordance with its terms (i)
except as limited by bankruptcy, insolvency, reorganization, moratorium or other
similar  law now or  hereafter  in effect  relating to or  affecting  creditors'
rights generally, and without limitation,  the effect of statutory or other laws
regarding fraudulent  conveyances and preferential transfers and (ii) subject to
the limitations  imposed by general rules of equity  (regardless of whether such
enforceability is considered at law or in equity).

      14.6 No Conflict;  Required  Filings and  Consents.  (a) The execution and
delivery of this Agreement by the Company does not, and the  performance of this
Agreement  by the Company will not (i)  conflict  with or violate the  Company's
Certificate of Incorporation or By-Laws,  as amended or restated,  (ii) conflict
with or violate any Laws in effect as of the date of this  Agreement  applicable
to the Company or by which any of its  properties  is bound,  or (iii) result in
any breach of or  constitute a default (or an event that with notice or lapse of
time or both  would  become a  default)  under,  or give to others any rights of
termination,  amendment,  acceleration  or  cancellation  of, or require payment
under,  or  result  in the  creation  of a lien or  Encumbrance  on,  any of the
properties  or assets of the  Company  pursuant  to, any note,  bond,  mortgage,
indenture,  contract,  agreement,  lease,  license,  permit,  franchise or other
instrument or obligation to which the Company is a party or by which the Company
or any of its  properties  is bound or subject  except for  breaches,  defaults,
events, rights of termination,  amendment, acceleration or cancellation, payment
obligations  or liens or  Encumbrances  that would not have a  material  adverse
effect on the business,  properties,  assets, condition (financial or otherwise)
operations or prospects of the Company, taken as a whole, or on the transactions
herein contemplated.

      (b) The  execution  and delivery of this  Agreement by the Company and the
performance  of this  Agreement  by the Company  does not require the Company to
obtain any consent, approval,  authorization or permit of, or to make any filing
with or  notification  to, any  Governmental  Entities,  except  for  applicable
requirements,  if any, of (i) the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act") or the securities laws of any other jurisdiction (the "Blue
Sky Laws") and the National  Association of Securities  Dealers,  and (ii) where
the failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or  notifications,  would not,  either  individually or in the
aggregate,  prevent the  Company  from  performing  its  obligations  under this
Agreement.

      14.7 Permits;  Compliance. The Company is in possession of all franchises,
grants,  authorizations,  licenses, permits, easements,  variances,  exemptions,
consents, certificates, approvals and orders necessary to own, lease and operate
its  properties  and to  carry  on its  business  as it is now  being  conducted
(collectively, the "the Company Permits"), and there is no action, proceeding or
investigation pending or, to the knowledge of the Company, threatened, regarding
suspension or cancellation of any of the Company Permits.  The Company is not in
conflict  with,  or in default or  violation  of (a) any Law  applicable  to the
Company or by which any of its  properties is bound or subject or (b) any of the
Company   Permits.   Neither  the  Company  nor  Newco  has  received  from  any
Governmental Entity any written notification with respect to possible conflicts,
defaults or violations of Laws.

      14.8  Reports;  Financial  Statements.  (a)  with  the  exception  of  its
Quarterly  Report on Form 10-QSB for the period ended September 30, 1999 and its
Annual Report on Form 10-KSB for the period ended December 31, 1999, Company has
filed (i) all forms,  reports,  statements  and other  documents  required to be
filed  with (A) the  Securities  and  Exchange  Commission  ("SEC"),  including,
without  limitation  (1) all Annual  Reports on Form 10-KSB,  (2) all  Quarterly
Reports  on Form  10-QSB,  (3) all proxy  statements  relating  to  meetings  of
stockholders  (whether annual or special),  (4) all Reports on Form 8-K, (5) all
other reports or registration  statements and (6) all amendments and supplements
to all such reports and registration statements (collectively,  the "the Company
SEC Reports") and (B) any applicable Blue Sky Laws and (ii) all forms,  reports,
statements and other  documents  required to be filed with any other  applicable
federal or state regulatory authorities (all such forms, reports, statements and
other  documents  being  referred to herein,  collectively,  as the "the Company
Reports").  The  Company  Reports  were  prepared  in all  material  respects in
accordance with the  requirements of applicable Law (including,  with respect to
the Company SEC Reports,  the  Securities  Act and Exchange Act, as the case may
be,  and the rules and  regulations  of the SEC  thereunder  applicable  to such
Company  SEC  Reports)  and (y) did not at the time they were filed  contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements  therein,  in the
light of the circumstances under which they were made, not misleading.

      (b) Each of the financial statements (including, in each case, any related
notes  thereto)  contained  in the Company SEC Reports  filed prior to or on the
date of this  Agreement (i) have been prepared in accordance  with, and complied
as to form with,  the published  rules and  regulations of the SEC and generally
accepted  accounting  principles  applied on a consistent  basis  throughout the
periods involved (except as otherwise noted therein) and (ii) fairly present the
financial  position of the Company as of the  respective  dates  thereof and the
results of its operations and cash flows for the periods indicated.

      (c)  To the  best  of the  Company's  knowledge  after  due  inquiry,  the
Company's  auditors  have issued no management  letters in  connection  with the
Company's financial statements.

      14.9 Absence of Certain Changes or Events.  Except to the extent disclosed
in the  Company SEC  Reports  filed  prior to or on the date of this  Agreement,
there has not been any  significant  change  by the  Company  in its  accounting
methods, principles or practices.

      14.10 No Undisclosed Liabilities. There are no liabilities of the Company,
whether accrued, contingent,  absolute,  determined,  determinable or otherwise,
and there is no existing  condition,  situation  or set of  circumstances  which
could  reasonably  be  expected  to result in such a  liability,  other than (a)
liabilities  fully reflected or reserved  against on the balance sheet contained
in the  Company's  1998  Annual  Report on Form 10-KSB for the fiscal year ended
December 31, 1998 or in the unaudited  consolidated  balance sheet  contained in
the Quarterly  Report on Form 10-QSB for the fiscal quarter ended June 30, 1999;
(b) liabilities under the Company's prior agreement with  Brandmakers,  Inc. and
fees and expenses related thereto, (c) liabilities under this Agreement and fees
and expenses related thereto; and (d) liabilities which,  individually or in the
aggregate would not have a the Company Material Adverse Effect.

      14.11 Absence of Litigation.  There is no claim, action, suit, litigation,
proceeding,  arbitration or, to the knowledge of the Company,  investigation  of
any  kind,  at  law or in  equity  (including  actions  or  proceedings  seeking
injunctive  relief),  pending or, to the  knowledge of the  Company,  threatened
against the Company or any  properties  or rights of the Company and the Company
is not subject to any continuing order of, consent decree,  settlement agreement
or other similar  written  agreement  with, or, to the knowledge of the Company,
continuing  investigation by, any Governmental  Entity, or any judgment,  order,
writ,  injunction,  decree or award of any  Governmental  Entity or  arbitrator,
including, without limitation, cease and desist or other orders.

      14.12. Taxes. the Company has timely filed all returns or reports required
to be filed  with any  taxing  authority  with  respect  to Taxes for any period
ending  on or  before  the  date of this  Agreement,  taking  into  account  any
extension of time to file  granted to or obtained on behalf of the Company,  all
Taxes shown to be payable on such  returns or reports  that are due prior to the
date of this Agreement have been paid and, as of the date hereof,  no deficiency
for any  material  amount  of tax has  been  asserted  or  assessed  by a taxing
authority  against the Company and all  liability  for Taxes of the Company that
are or will  become  due or  payable  with  respect  to  periods  covered by the
financial  statements  referred to herein have been paid or adequately  reserved
for on such financial statements.

      14.13 Brokers.  No broker,  finder or investment banker is entitled to any
brokerage,   finder's  or  other  fee  or  commission  in  connection  with  the
transactions  contemplated in this Agreement based upon  arrangements made by or
on behalf of the Company.

      14.14. Environmental Laws and Regulations.  (a) the Company is in material
compliance with all applicable  Environmental  Laws, which compliance  includes,
but is not limited to, the possession by the Company of all material permits and
other governmental  authorizations required under applicable Environmental Laws,
and  compliance  with the terms  and  conditions  thereof  and  compliance  with
notification,   reporting   and   registration   provisions   under   applicable
Environmental Laws; the Company has not received notice of, or, to the knowledge
of the Company, is the subject of any Environmental  Claim; and to the knowledge
of the Company, there are no circumstances that are reasonably likely to prevent
or interfere with such material compliance in the future, or to require material
expenditures to maintain such material compliance in the future.

      (b)  There  are no  Environmental  Claims  that  are  pending  or,  to the
knowledge of the Company, threatened against the Company or, to the knowledge of
the Company,  against any person or entity whose liability for any Environmental
Claim the Company has or may have retained or assumed either contractually or by
operation of law.

      (c) To the knowledge of the Company, there are no circumstances that could
form the basis for an  Environmental  Claim against the Company,  or against any
person or entity whose liability for any Environmental  Claim the Company has or
may have retained or assumed either contractually or by operation of law.

      14.15.  Contract Rights. Except for this Agreement and the prior agreement
with  Brandmakers,  the  Company is not a party to or bound by any  contract  or
agreement,  whether written or oral, including, without limitation, any contract
or  agreement  for  employment,  consulting  or similar  services,  for  capital
expenditures  or  the  acquisition  or  construction  of  fixed  assets,   which
constitutes  any note,  bond,  indenture or other  evidence of  indebtedness  or
guaranty or security for  indebtedness of others,  for the sale of any asset, or
the grant of any right or option to purchase  such asset,  which  constitutes  a
lease, which purports to limit the freedom of the Company to compete in any line
of business or in any geographic area or to borrow money or incur indebtedness.

      14.16.  Employee  Benefit  Plans.  (a) the  Company  does  not  have any
              ------------------------
employees.

      (b) the  Company  does not  have  any  continuing  obligations  under  any
employee  benefit  plan  of the  Company  existing  prior  to the  date  of this
agreement  (including,  without  limitation,  any  "employee  benefit  plan," as
defined in Section 3(3) of the ERISA),  or any bonus,  pension,  profit sharing,
deferred compensation,  incentive compensation, stock ownership, stock purchase,
stock option, phantom stock, retirement,  vacation, severance, disability, death
benefit, hospitalization, insurance or other plan, arrangement or understanding.

      (c)   the Company is not a party to any collective bargaining agreement.

      (d) the Company has no  obligation  for  retiree  health,  medical or life
insurance benefits under any plan or arrangement.

      14.17.  Public Offering.  The initial public offering of the Company was a
bona  fide  offering  to the  "public"  as  such  term is used  and  defined  in
connection  with  offerings  of  securities  subject  to the  Securities  Act in
material  compliance  with the  Securities  Act and the  rules  and  regulations
promulgated  thereunder.  All  shares  issued in such  offering  were  issued in
compliance with applicable Blue Sky Laws.

      IN WITNESS WHEREOF, this Agreement has been executed by the parties on the
date first set forth above

 .Smart Games Interactive, Inc.               Tobem Investments, Ltd.

By:       /s/                                By:     /s/
    -----------------------------                ----------------
    Sally A. Fonner, Sole Director               Authorized Representative


Capston Network Company
By:       /s/
    ----------------
     Sally A. Fonner, President