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").

                                   WITNESSETH


         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;

         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) and 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.


<PAGE>


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.

     4.8 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/ Eric S. Swartz
                                         ------------------------------
                                         Eric S. Swartz, Manager

                                         ALOTTAFUN!, Inc. a Delaware corporation

                                         By:  /s/ Michael Porter
                                         --------------------------------
                                         Michael Porter, CEO