Inland Entertainment Acquires Cyberworks

31 August 1998

SAN DIEGO -- Inland Entertainment Corp. (NASDAQ/NMS:INLD) has completed the acquisition of Cyberworks Inc., an Internet marketing and web site development company with high-profile clients, such as Nike, NASA and Sony.

The acquisition is the continuation of Inland Entertainment's growth into the Internet industry. Late in 1997, the company expanded its core business of providing marketing, public relations, government affairs, employee training and casino operations consulting services in the Indian gaming industry to include the development of interactive Internet entertainment and online casino marketing.

With the merger, Cyberworks will operate as a wholly owned subsidiary of Inland Entertainment. It will continue to provide existing and new clients with innovative web site development and online marketing solutions, and will now have Inland's extensive marketing experience and financial resources to continue its Worldwide expansion.

"The result of this merger is the creation of a company that has the vision, talent, resources and experience to lead the Internet industry in the application of interactive technologies," said Richard T. Harrison, Cyberworks president, CEO and founder. "Cyberworks' vision of the future of the Internet and what can be accomplished online is mirrored by the innovative thinking and direction of Inland Entertainment. By merging the gaming and entertainment marketing expertise of Inland Entertainment with our history of building cutting-edge transactional web sites, electronic commerce applications, and on-line marketing campaigns, we are uniquely positioned to expand the Internet's usability to even greater levels."

"After working with Cyberworks for the past several months on the development of our web site and three international Internet casinos, it became evident that the synergy and expertise of the two companies as one would create a powerful force in Cyberspace," said Don Speer, Inland founder, president and CEO. "With Cyberworks' interactive software expertise and Inland's proven marketing and entertainment experience, we believe the company is well-positioned to become the leader in the international Internet industry—from Internet and Intranet site development to on-line marketing and advertising solutions, gaming and entertainment, electronic commerce, community building, online gambling and more."

The transaction took the form of a merger of a newly formed subsidiary of Inland Entertainment into Cyberworks. In connection with the merger, Inland Entertainment exchanged 750,000 shares of its common stock and $500,000 in cash for 100 percent of the capital stock of Cyberworks. As a result of the merger, Cyberworks will operate as a wholly-owned subsidiary of Inland Entertainment.

The merger will allow Cyberworks to expand internationally and to increase its commitment to the development of innovative Internet applications for the growing business-to-business and consumer markets.

Pursuant to the definitive agreement, the sole shareholder of Cyberworks, has entered into an employment agreement and a non-competition agreement with Inland Entertainment and on the effective date of the merger became a member of Inland Entertainment's Board of Directors.

"This merger provides me and all Cyberworks' employees with so many positive opportunities that were unimaginable just months ago," added Harrison. "We are now part of an exciting company that has enormous growth potential, valuable experience and resources, and an amazing corporate culture. "

Inland Entertainment initially began as a consultant to Indian tribes for development, operations and marketing of their gaming facilities including extensive federal legislative work by Inland's founder Don Speer that contributed to the passing of the 1988 Indian Gaming Regulatory Act. While Inland will continue to maintain its focus in Indian gaming, the company strategically chose to expand its core business focus into the Internet industry by creating an interactive division that serves as the development and marketing arm to three Internet casinos: www.goodluckclub.com, www.kennyrogerscasino.com and www.casinoaustralia.com. The online casino sites accept wagers worldwide with the exception of the United States pending clarification of legal issues.

"Although we will always continue to work very closely with our Native American gaming client, the Barona Group of Capitan Grande Band of Mission Indians, the time has come for us to apply our extensive gaming and entertainment experience to the Internet. It is where we believe the future of interactive entertainment lies," said Don Speer, Inland's CEO.

Cyberworks was founded four years ago as an interactive marketing and design company focused on the Hollywood entertainment market. Cyberworks has since developed more than 300 Internet and Intranet sites for entertainment clients that include Variety Magazine, Sony Cinema Products, Tradeshow Week, Trimark Pictures, the Barona Casino, The San Diego Zoo, Petersen Publishing and many others. Its focus has also expanded to service corporate and business-to-business clientele, including Nike, Southern California Edison, Proxima, American Golf, First Allied, SBS Technologies, Maxwell Technologies, Petco and non-profit organizations like The Scripps Foundation and The Junior Seau Foundation.

Inland Entertainment, recently ranked by "The San Diego Union-Tribune " as the seventh leading public company in San Diego County and as the 17th most profitable company based on return on equity by Equities Magazine, was founded in 1991. The company’s principal business is consulting to Native American tribes and their gaming facilities.