ESCROW AGREEMENT

         This Escrow Agreement (the "Agreement") is made and entered into by and
among The McCall Law Firm  ("MLF),  Attorneys  at Law,  Fort Worth,  Texas,  and
GameHappy.com,  Inc. ("GHI"), a Texas corporation,  on behalf of all subscribers
(the  "Investors")  to the initial  public  offering (the  "Offering") of common
stock by GHI,  pursuant to a Registration  Statement  filed under the Securities
Act of 1933 on Form SB-1.

                                        I

                                    RECITALS

         1.1 Purchase of Shares.  The Investors,  at a price of $1.00 per share,
desire to individually  purchase from GHI, an aggregate of between 50,000 shares
and 500,000  shares (the  "Shares")  of the common  stock of GHI pursuant to the
terms of the  Offering.  However,  there is no certainty  that any Shares may be
purchased under the Offering.

         1.2 Purpose Hereof.  In order to facilitate the purchase of the Shares,
GHI  shall  deposit  all  funds  received  by it from the sale of the  Shares to
Investors (the "Escrow Funds") with MLF, and MLF shall hold the Escrow Funds and
not release them to GHI until such time as is described below.

                                       II

                                ESCROW PROVISIONS

         2.1  Appointment  of MLF.  MLF is hereby  appointed  as Escrow Agent to
receive,  hold, and distribute all funds  deposited by the Investors for Shares,
all as hereinafter provided.

         2.2  Deposit  and  Receipt of Funds.  MLF shall  deposit  all funds for
purchase of the Shares in its Attorney  Trust  Account  (the "Escrow  Account").
Concurrently with the delivery of the deposits by each Investor,  MLF shall give
each Investor and GHI a receipt for the funds received by MLF.

         2.3  Disbursement  of Escrow Funds.  Following  deposit into the Escrow
Account of funds totaling  $50,000.00,  MLF shall disburse all such funds to GHI
and shall  notify all  Investors  that  placed  Escrow  Funds with MLF that such
disbursement has taken place.

         2.4  MLF's   Responsibility.   MLF's  sole  responsibility  under  this
Agreement  shall  be  for  the  recording  of  deposits  by the  Investors,  the
safekeeping of the Escrow Funds, and the disbursement thereof in accordance with
Paragraph  2.3,  and MLF shall not be  required  to take any other  action  with
reference to any matters which might arise in  connection  with the Escrow Funds
or this  Agreement.  MLF shall not be liable to GHI or any Investor for anything
which MLF may do or refrain from doing in connection herewith, so long as MLF is
acting in good faith in an attempt to perform its duties under this Agreement or
unless Owen is guilty of gross negligence or willful


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misconduct.  MLF is not a party  to,  nor is it  bound  by,  nor  shall  it give
consideration  to the terms or provisions  of, even though he may have knowledge
of, (i) any agreement or  undertaking  of any agreement  with any other party or
parties, except for this Agreement,  (ii) any agreement or undertaking which may
be  evidenced or disclosed  by this  Agreement,  and (iii) any other  agreements
regarding  the Escrow Funds that may now or in the future be deposited  with MLF
in connection with this Agreement.  MLF has no duty to determine or inquire into
any happening or occurrence or any  performance or failure of performance of the
Investors or GHI or any other parties with respect to agreements or arrangements
with each other or with any other party or parties.

         2.5  Indemnity to MLF.  GHI agrees to  indemnify  and hold MLF harmless
against and from any and all costs, expenses, claims, losses,  liabilities,  and
damages  (including  reasonable  attorneys'  fees)  that may  arise out of or in
connection  with MLF's acting as Escrow Agent under the terms of this Agreement,
except in those  instances  where MLF has been  guilty  of gross  negligence  or
willful misconduct.

         2.6 Return of Escrow  Funds.  If  $50,000.00  is not  deposited  in the
Escrow  Account by the Investors on or before 180 days after the effective  date
of the  offering,  MLF shall  promptly  return to each  Investor from the Escrow
Funds, an amount equal to the amount deposited by such Investor.

         2.7 Effective Date and Termination.  This Escrow Agreement shall become
effective on the date the first deposit is made by an Investor into Escrow.  All
of the provisions of this Agreement shall terminate 180 days after the effective
date of the offering by refunding  all funds in escrow to the  Investors,  or by
the  disbursement  of all Escrow Funds as herein set out. If not so  terminated,
MLF at any time after such date may disburse the allocable portion of the Escrow
Funds to each respective Investor,  close his records, and withdraw all of MLF's
liability and obligations in connection with the Escrow Funds and this Agreement
shall terminate.

                                       III

                                  MISCELLANEOUS

         3.1 Multiple Counterparts.  It is intended that this Agreement shall be
executed in multiple  counterparts,  each of which,  when so executed,  shall be
considered an original,  but all of which shall together  constitute one and the
same instrument.

         3.2 Entire  Agreement.  This instrument  evidences the entire agreement
between MLF and GHI with respect to the purchase of the Shares by Investors

         3.3  Controlling  Law. The terms of this Agreement shall be governed by
and construed in accordance with the laws of the State of Texas.

         3.4 Notices. Any notice, request,  instruction,  or other instrument to
be given or served  hereunder  upon any party shall be deemed given or served if
in writing and  delivered  personally  or sent by United  States  Mail,  postage
prepaid, certified, return receipt requested, to the respective party


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or parties at the following addresses:

         a)       If to MLF:                The McCall Law Firm
                                                     7642 Pebble Drive
                                                     Fort Worth, Texas 76118
                                                     Attn: Victor L. McCall

         b)       If to GHI:                GameHappy.com, Inc.
                                                     204 South Parker
                                                     Bryan, Texas 77803
                                                     Attn: Charles H. Davis

         EXECUTED to be effective as of the 1st day of February, 2001.



                                             THE McCALL LAW FIRM



                                             By:________________________________
                                                   Victor L. McCall




                                             GAMEHAPPY.COM, INC.
                                             a Texas corporation



                                             By:________________________________
                                                  Charles H. Davis, President



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