SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    Form 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
     1934


       Date of Report (Date of earliest event reported): June 25, 2004
                                                         --------------

                             RESERVENET INCORPORATED
                             -----------------------
             (Exact name of registrant as specified in its charter)


               DELAWARE               333-68312             94-3381088
         -----------------------     -----------            ----------
     (State or other jurisdiction    (Commission          (IRS Employer
        of incorporation)            File Number)      Identification No.)

   3701 Sacramento St #323 San Francisco, CA 94118         415-752-2578
------------------------------------------------------     ------------
        Address of principal executive offices)             (Telephone)


Item 1. Changes in Control of the Registrant, and
Item 2. Acquisition or Disposition of Assets

Effective June 25, 2004, ReserveNet, Incorporated, a Delaware corporation
("ReserveNet" or the "Company"), acquired Gateway Entertainment Group, Inc.,
a New Jersey corporation ("Gateway"), by issuing 541,667 shares of ReserveNet
common stock for all the 1,000 issued and outstanding shares of Gateway.

Daniel Regidor, ReserveNet's largest shareholder and its President, Secretary
and Chairman of the Board, cancelled 800,000 of his 1,400,000 ReserveNet
common shares, leaving him with a total of 600,000 ReserveNet shares.

Mr. Regidor resigned his positions as Chairman of the Board and President and
Secretary of the Company, effective as of June 25, 2004. He will remain a
Director of the Company. The other Director, Rick Collins, also resigned his
position as a member of the ReserveNet Board of Directors, effective June 25,
2004. The number of Directors was increased from two to three, with Stephen
Lasser and Lawrence Smith thereafter elected as Directors of the Company.
Stephen Lasser was appointed by the Board of Directors as the Chairman of the
Board and the Company's President and Treasurer. Lawrence Smith was named
Secretary.

Backgrounds of the two new Directors are as follow:

Stephen Lasser, President, CFO, and Director (Chairman)

Stephen Lasser, age 35, joins CET, Inc. from Trade Trace Research, LLC, a
financial research firm, where he serves as the Chief Executive Officer.
Prior to that, he served as Director of Business Operations at Business
Technology Partners, a NYC-based project management company, where he
implemented and improved financial and operational procedures and processes.
Before joining BTP, Mr. Lasser co-founded Sorceron, Inc., a rich-media
software company.  Throughout his six years there, Mr. Lasser served as Chief
Financial Officer, Chief Operating Officer, Secretary of the Board and Vice
President.  While at Sorceron, Stephen lead all fundraising efforts,
resulting in over  $28 million in equity financing, in addition to several
mergers and acquisitions.  His responsibilities included oversight of all
corporate financial and administrative operations.  During his tenure, he
oversaw the growth in Sorceron's staff from 6 people to 103 and maintained an
average annual budget of over $14 million.  Prior to founding Sorceron, he
served as Managing Director of Strategic Resource Management, a full-service
regional brokerage firm.  With offices in four states and over 40 employees,
SRM specialized in private placements of debt and equities, and as a NASDAQ
market maker.  Additionally, Mr. Lasser has worked at several Wall Street
firms as an investment banker and trader, including Lehman Brothers and
Tucker Anthony.  He has led equity offerings and participated in over one
hundred private placements.  Mr. Lasser has served on the Advisory Board of
the Robert J. Milano Graduate School of Management & Urban Policy at The New
School and currently serves as a member of the Board of Directors of the
Watchdog Mutual Fund, the first mutual fund dedicated exclusively to
investing in companies exhibiting excellence in corporate governance.  He has
previously served on the Advisory Committee to the United States House of
Representatives Telecommunications Subcommittee.

Lawrence H. Smith - CEO, Director

Lawrence H. Smith, age 57, is a veteran producer with over 25 years of
extensive entertainment production experience in recording, television, film,
and web casting.  Smith is credited in helping pioneer and usher in "The
Golden Age of Music Video" in 1980-81, by creating and executive producing,
the first weekly network music television series, "Hollywood Heartbeat," and
the multi-platinum award winning Warner Home Video, "The Doors."  Smith's
Gateway Entertainment Group, Inc., executive produced, with England's Virtue
Broadcasting and MSN/UK, one of the year 2000's most acclaimed live worldwide
web cast concert events, "The Doors' Ray Manzarek's Light My Fire," from
Hollywood California.

The Company also forward-split its common shares on a 48:1 basis, which
results in total issued and outstanding shares of 78,800,016.

The resulting change in the Company's shareholdings is detailed in the
following chart.

Shareholder    Pre-Acquisition  Post-Acquisition  Post Forward-Split
Name                Shares          Shares            Shares             %
-----------    ---------------  ----------------  ------------------  -------
Daniel Regidor       1,400,000           600,000          28,800,000    36.5%

Lawrence H. Smith            0           314,167          15,080,016    19.1%

Stephen B. Lasser            0           216,667          10,400,016    13.2%

Bianca Pino                  0            10,833             519,984     6.6%

Other Shareholders (1) 500,000           500,000          24,000,000    30.5%
                     ---------         ---------          ----------   -----
TOTAL               1,900,000          1,641,667           78,800,016  100.0%
                     ---------         ---------          ----------   -----

(1) Approximately 35 "non-affiliate" shareholders.

Gateway has no assets and is a start up, development-stage company without
current operations.  It intends to become a media company targeting the
Gaming Lifestyle Market (GLM) and covering gambling entertainment, news and
information. Gateway will be headquartered in Las Vegas, Nevada and intends
to establish affiliates worldwide to provide continuously updated content 24
hours a day, seven days a week.

Item 5. Other Events

The Company's Board of Directors approved a forty-eight for one (48:1)
forward split of its issued and outstanding shares of common stock. The split
is effective for all shareholders of record on June 18, 2004.

After giving effect to this forward split, the Company will have a total of
78,800,016 shares issued and outstanding.

Please see Items 1 and 2 above for more information with respect to the
forward split of the shares and recent acquisition.

Item 7. Financial Statements and Exhibits

Audited Financial Statements are not included in this Form 8-K filing. Such
statements will be filed as an amendment within 60 days from the date of this
filing.

Exhibits.

Attached is the form of the Share Exchange Agreement by and between
ReserveNet and Gateway.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         RESERVENET INCORPORATED
                                         -----------------------
                                         (Registrant)

         Date:  July 9, 2004            /s/Stephen Lasser
                                         -------------------
                                             Stephen Lasser, President, CFO
                                             Chairman of the Board

<PAGE>

                            EXCHANGE AGREEMENT

                                 Between

                            RESERVENET, INC.,

                   GATEWAY ENTERTAINMENT GROUP, INC. and

           THE SHAREHOLDERS OF GATEWAY ENTERTAINMENT GROUP, INC.


                               TABLE OF CONTENTS

ARTICLE I         REPRESENTATIONS, COVENANTS, AND WARRANTIES OF
                  GATEWAY ENTERTAINMENT GROUP                               1
Section 1.01      Due Organization and Qualification                        1
Section 1.02      Authorization; Non-Contravention; Approvals               1
Section 1.03      Capitalization                                            2
Section 1.04      Subsidiaries and Predecessor Corporations                 3
Section 1.05      Financial Statements                                      3
Section 1.06      Liabilities and Obligations                               3
Section 1.07      Taxes                                                     3
Section 1.08      Absence of Certain Changes or Events                      4
Section 1.09      Assets                                                    5
Section 1.10      Litigation and Compliance with Law                        5
Section 1.11      Material Contracts.                                       6
Section 1.12      Material Contract Defaults                                6
Section 1.13      Labor and Employee Relations                              6
Section 1.14      Insurance                                                 7
Section 1.15      Material Transactions or Affiliations                     7
Section 1.16      GATEWAY ENTERTAINMENT GROUP Schedules                     7
Section 1.17      Disclosure                                                8

ARTICLE II        REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE GATEWAY
                  ENTERTAINMENT GROUP SHAREHOLDERS                          8

ARTICLE III       REPRESENTATIONS, COVENANTS, AND WARRANTIES OF RESERVENET  8
Section 3.01      Due Organization and Qualification                        8
Section 3.02      Authorization; Non-Contravention; Approvals.              9
Section 3.03      Capitalization                                            9
Section 3.04      Subsidiaries and Predecessor Corporations                 9
Section 3.05      Financial Statements.                                     9
Section 3.06      Liabilities and Obligations                              10
Section 3.07      Taxes                                                    10
Section 3.08      Absence of Certain Changes or Events                     10
Section 3.09      Assets                                                   11
Section 3.10      Litigation and Compliance with Law                       12
Section 3.11      Material Contracts                                       12
Section 3.12      Labor and Employee Relations                             12
Section 3.13      Schedules                                                12
Section 3.14      Shareholders' Equity                                     13

ARTICLE IV        PLAN OF EXCHANGE                                         13
Section 4.01      The Exchange                                             13
Section 4.02      Appointment of New Directors                             13
Section 4.03      Closing                                                  13
Section 4.04      Closing Events                                           13

ARTICLE V         SPECIAL COVENANTS                                        14
Section 5.01      Access to Properties and Records                         14
Section 5.02      Delivery of Books and Records                            14
Section 5.03      Special Covenants and Representations Regarding the
                  Exchanged Stock                                          14
Section 5.04      Third Party Consents and Certificates                    14
Section 5.05      Actions Prior to Closing                                 14
Section 5.06      Press Release                                            15
Section 5.07      Indemnification.                                         15

ARTICLE VI        CONDITIONS PRECEDENT TO OBLIGATIONS OF GATEWAY
                  ENTERTAINMENT GROUP AND THE GATEWAY ENTERTAINMENT GROUP
                  SHAREHOLDERS                                             16
Section 6.01      Accuracy of Representations                              16
Section 6.02      Litigation Certificates                                  16
Section 6.03      No Material Adverse Change                               16
Section 6.04      Good Standing                                            16
Section 6.05      Board of Directors Approval                              17
Section 6.06      Other Items.                                             17

ARTICLE VII       CONDITIONS PRECEDENT TO OBLIGATIONS OF RESERVENET        17
Section 7.01      Accuracy of Representations                              17
Section 7.02      Stockholder Approval                                     18
Section 7.03      Officer's Certificate                                    18
Section 7.04      No Material Adverse Change                               18
Section 7.05      Good Standing                                            18
Section 7.06      Other Items.                                             18

ARTICLE VIII      MISCELLANEOUS                                            19
Section 8.01      Brokers                                                  19
Section 8.02      Governing Law                                            19
Section 8.03      Notices                                                  19
Section 8.04      Attorney's Fees                                          19
Section 8.05      Confidentiality                                          19
Section 8.06      Schedules; Knowledge                                     20
Section 8.07      Third Party Beneficiaries                                20
Section 8.08      Entire Agreement                                         20
Section 8.09      Survival; Termination                                    20
Section 8.10      Counterparts                                             20
Section 8.11      Amendment or Waiver                                      20

<PAGE>


                              EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement"), is
entered into as of this 30th day of April, 2004 (the "Effective Date"), by
and among GATEWAY ENTERTAINMENT GROUP, INC., a New Jersey corporation
("GATEWAY ENTERTAINMENT GROUP"), those persons identified in Exhibit "A",
attached hereto, who are the beneficial owners of one thousand (1,000) shares
of capital stock of GATEWAY ENTERTAINMENT GROUP, which constitutes 100% of
the outstanding securities of GATEWAY ENTERTAINMENT GROUP ("GATEWAY
ENTERTAINMENT GROUP Shareholders"), and RESERVENET, INC., a Delaware
corporation ("RESERVENET") which is a publicly-held company currently subject
to the reporting requirements of Section 12(g) of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act.")

                                 PREMISES

This Agreement provides for the acquisition by RESERVENET of all of the
issued and outstanding shares of GATEWAY ENTERTAINMENT GROUP solely in
exchange for voting shares of RESERVENET, on the terms and conditions
hereinafter provided, all for the purpose of effecting a so-called "tax-free"
reorganization pursuant to Section 368(a)(1)(B) of the Internal Revenue Code
of 1954, as amended.

                                AGREEMENT

NOW THEREFORE, on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits
to the parties to be derived herefrom, it is hereby agreed as follows:

                                ARTICLE I

               REPRESENTATIONS, COVENANTS, AND WARRANTIES
                   OF GATEWAY ENTERTAINMENT GROUP

   As an inducement to, and to obtain the reliance of RESERVENET, GATEWAY
ENTERTAINMENT GROUP represents and warrants as follows:

   Section 1.01  Due Organization and Qualification.  GATEWAY ENTERTAINMENT
GROUP is a corporation duly organized, validly existing, and in good standing
under the laws of New Jersey and is duly authorized and qualified to do
business under all applicable laws, regulations, ordinances and orders of
public authorities and to carry on its business in the places and in the
manner as now conducted. GATEWAY ENTERTAINMENT GROUP has the requisite power
and authority to own, lease and operate its assets and properties and to
carry on its business as such business is currently being conducted.
Schedule 1.01, attached hereto, includes true, complete and correct copies of
the Articles of Incorporation and By-Laws of GATEWAY ENTERTAINMENT GROUP as
in effect on the date hereof.

   Section 1.02  Authorization; Non-Contravention; Approvals.

   (a) GATEWAY ENTERTAINMENT GROUP has the requisite power and authority to
enter into this Agreement.  The board of directors of GATEWAY ENTERTAINMENT
GROUP has authorized the execution, delivery and performance of this
Agreement and has approved the transactions contemplated hereby, and approved
the submission of this Agreement and the transactions contemplated hereby to
the shareholders of GATEWAY ENTERTAINMENT GROUP for their approval with the
recommendation that the reorganization be accepted. No additional corporate
proceedings on the part of GATEWAY ENTERTAINMENT GROUP is necessary to
authorize the execution and delivery of this Agreement and the consummation
by GATEWAY ENTERTAINMENT GROUP of the transactions contemplated hereby.  This
Agreement has been duly and validly executed and delivered by GATEWAY
ENTERTAINMENT GROUP, and assuming due authorization, execution and delivery
hereof by RESERVENET, constitutes a valid and binding agreement of GATEWAY
ENTERTAINMENT GROUP enforceable against it in accordance with its terms.

   (b) The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not, violate or result in a breach of any
provision of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or result in a
right of termination or acceleration under, or result in the creation of any
encumbrance upon any of the properties or assets of GATEWAY ENTERTAINMENT
GROUP under any of the terms, conditions or provisions of (i) the Articles of
Incorporation or Bylaws of GATEWAY ENTERTAINMENT GROUP, (ii) any laws
applicable to GATEWAY ENTERTAINMENT GROUP or any of the properties or assets
of GATEWAY ENTERTAINMENT GROUP, or (iii) any material note, bond, indenture,
mortgage, deed of trust, license, franchise, permit, concession, lease  or
other material instrument, obligation or agreement of any kind to which
GATEWAY ENTERTAINMENT GROUP is now a party or by which any of their
properties or assets may be bound or affected.

   (c) GATEWAY ENTERTAINMENT GROUP has all licenses, franchises, permits, and
other governmental authorizations that are legally required to enable them to
conduct their business in all material respects as conducted on the date
hereof.  Except for compliance with federal and state securities and
corporation laws, as hereinafter provided, no declaration, filing or
registration with, or notice to, or authorization, consent, approval or order
of any governmental authority or third party is necessary for the execution
and delivery of this Agreement by GATEWAY ENTERTAINMENT GROUP or the
consummation by GATEWAY ENTERTAINMENT GROUP of the transactions contemplated
hereby.  Except as set forth in Schedule 1.02(c), attached hereto, none of
the contracts or agreements with material customers or contracts providing
for purchases or services or other material agreements, licenses or permits
to which GATEWAY ENTERTAINMENT GROUP is a party requires notice to, or the
consent or approval of, any third party for the execution and delivery of
this Agreement by GATEWAY ENTERTAINMENT GROUP and the consummation of the
transactions contemplated hereby.

   Section 1.03  Capitalization.  The authorized capitalization of GATEWAY
ENTERTAINMENT GROUP consists of One Thousand  (1,000) shares of capital
stock, $ 0.00 par value per share, of which one thousand (1,000) shares are
currently issued and outstanding.  All of the issued and outstanding shares
of GATEWAY ENTERTAINMENT GROUP are owned beneficially and of record by the
shareholders set forth in Schedule 1.03, attached hereto.  All of the issued
and outstanding shares of GATEWAY ENTERTAINMENT GROUP have been duly
authorized and validly issued, are fully paid and nonassessable, and were
offered, issued, sold and delivered by GATEWAY ENTERTAINMENT GROUP in
compliance with all applicable laws, including, without limitation, those
laws concerning the issuance of securities.  None of such shares were issued
in violation of the pre-emptive rights of any past or present shareholder.
No subscription, option, warrant, call, convertible or exchangeable security,
other conversion right or commitment of any kind exists which obligates
GATEWAY ENTERTAINMENT GROUP to issue any of its outstanding capital stock or
to purchase any capital stock of GATEWAY ENTERTAINMENT GROUP.

   Section 1.04  Subsidiaries and Predecessor Corporations.  Other than as
set forth in Schedule 1.04, attached hereto, GATEWAY ENTERTAINMENT GROUP does
not own, of record or beneficially, or control, directly or indirectly, any
capital stock, securities convertible into or exchangeable for capital stock
of any other equity interest in any corporation, association or other
business entity.  GATEWAY ENTERTAINMENT GROUP is not directly or indirectly a
participant in any joint venture, limited liability company, partnership or
other non-corporate entity.

   Section 1.05  Financial Statements.

   (a) Schedule 1.05(a), attached hereto, includes the unaudited balance
sheet of GATEWAY ENTERTAINMENT GROUP as of March 31, 2004, together with an
unaudited statement of operations and cash flow from inception through March
31, 2004 (to be provided within five days of the Closing Date) of GATEWAY
ENTERTAINMENT GROUP.

   (b) All such financial statements have been prepared in accordance with
generally accepted accounting principles.  The unaudited balance sheet
presents fairly, as of its date, the financial condition of GATEWAY
ENTERTAINMENT GROUP. The statements of income, stockholders' equity, and
changes in financial condition of GATEWAY ENTERTAINMENT GROUP reflect fairly
the information required to be set forth therein by generally accepted
accounting principles.  The books of account of GATEWAY ENTERTAINMENT GROUP
have been kept accurately in all material respects in the ordinary course of
business, the transaction entered therein represent bona fide transactions,
and the revenues, expenses, assets and liabilities of GATEWAY ENTERTAINMENT
GROUP have been properly recorded therein in all material respects.

   Section 1.06  Liabilities and Obligations.  GATEWAY ENTERTAINMENT GROUP
did not have, as of the date of its balance sheet, nor has it incurred since
that date, except as and to the extent reflected or reserved against therein,
any liabilities or obligations (whether absolute, accrued, contingent or
otherwise) of any nature which should be reflected in a balance sheet or the
notes thereto, prepared in accordance with generally accepted accounting
principles.

   Section 1.07  Taxes.  GATEWAY ENTERTAINMENT GROUP has timely filed all
requisite federal, state, local and other tax returns for all fiscal periods
ended on or before the date hereof, and has duly paid in full or made
adequate provision in the financial statements for the payment of all taxes
for all periods ending at or prior to the date hereof.  Schedule 1.07,
attached hereto, includes true and correct copies of the federal income tax
returns of GATEWAY ENTERTAINMENT GROUP filed for the last three years.  To
GATEWAY ENTERTAINMENT GROUP's actual knowledge, there are no examinations in
progress or claims against GATEWAY ENTERTAINMENT GROUP relating to taxes for
any period prior to and including the balance sheet date and no written
notice of any claim for taxes, whether pending or threatened, has been
received.  Each of such income tax returns reflects the taxes due for the
period covered thereby, except for amounts, which in the aggregate, are
immaterial.  GATEWAY ENTERTAINMENT GROUP does not owe any unpaid federal,
state, county, local or other taxes (including any deficiencies, interest or
penalties) through the date hereof, for which GATEWAY ENTERTAINMENT GROUP may
be liable in its own right or as a transferee of the assets of, or as a
successor to, any other corporation or entity.  Furthermore, except as
accruing in the normal course of business, GATEWAY ENTERTAINMENT GROUP does
not owe any accrued and unpaid taxes to date of this Agreement.

   Section 1.08  Absence of Certain Changes or Events.  Since March 31, 2004,
except as set forth in this Agreement or in Schedule 1.08, attached hereto,
GATEWAY ENTERTAINMENT GROUP has conducted its operations in the ordinary
course of business and there has not been:

   (a) any material adverse change in the business, operations, properties,
condition (financial or otherwise), assets, liabilities (contingent or
otherwise), results of operations or prospects of GATEWAY ENTERTAINMENT
GROUP;

   (b) any damage, destruction or loss (whether or not covered by insurance)
materially and adversely affecting the business, operations, properties,
assets or condition of GATEWAY ENTERTAINMENT GROUP;

   (c) any change in the authorized capital stock of GATEWAY ENTERTAINMENT
GROUP or in its outstanding securities or any change in the GATEWAY
ENTERTAINMENT GROUP Shareholders' ownership interests in GATEWAY
ENTERTAINMENT GROUP or any grant of any options, warrants, calls, conversion
rights or commitments;

   (d) any declaration or payment of any dividend or distribution in respect
of the capital stock or any direct or indirect redemption, purchase or other
acquisition of any of the capital stock of GATEWAY ENTERTAINMENT GROUP;

   (e) any increase in the compensation payable or to become payable by
GATEWAY ENTERTAINMENT GROUP, including any increase in any profit sharing,
bonus, deferred compensation, insurance, pension, retirement, or other
employee benefit plan, payment, or arrangement, to any of their respective
officers, directors, employees, consultants or agents, except for ordinary
and customary bonuses and salary increases for employees, which bonuses and
salary increases are set forth in Schedule 1.08(e), attached hereto;

   (f) any significant work interruptions, labor grievances or claims filed;

   (g) except for the Agreement, any sale or transfer, or any agreement to
sell or transfer, any material assets, properties or rights of GATEWAY
ENTERTAINMENT GROUP to any person, including, without limitation, the GATEWAY
ENTERTAINMENT GROUP Shareholders, except assets, properties or rights not
used or useful in its business which, in the aggregate have a value of less
than US $1,000;

   (h) any cancellation, or agreement to cancel, any indebtedness or other
obligation owing to GATEWAY ENTERTAINMENT GROUP, except debts or claims which
in the aggregate are of a value less than US $1,000;
   (i) any increase in the indebtedness of GATEWAY ENTERTAINMENT GROUP, other
than accounts payable incurred in the ordinary course of business or incurred
in connection with the transactions contemplated by this Agreement;

   (j) any plan, agreement or arrangement granting any preferential rights to
purchase or acquire any interest in any of the assets, property or rights of
GATEWAY ENTERTAINMENT GROUP or requiring consent of any party to the transfer
and assignment of such assets, property or rights;

   (k) any purchase or acquisition of, or agreement, plan or arrangement to
purchase or acquire, any property, rights or assets outside of the ordinary
course of GATEWAY ENTERTAINMENT GROUP's business;

   (l) any waiver of any material rights or claims of GATEWAY ENTERTAINMENT
GROUP;

   (m) any material breach, amendment or termination of any material
contract, agreement, permit or other right to which GATEWAY ENTERTAINMENT
GROUP is a party or any of their property is subject;

   (n) any material change in GATEWAY ENTERTAINMENT GROUP's method of
management, operation or accounting; or

   (o) any other material transaction by GATEWAY ENTERTAINMENT GROUP outside
the ordinary course of business.

   Section 1.09  Assets.  GATEWAY ENTERTAINMENT GROUP has good and
indefeasible title to all of its properties, inventory, interests in
properties, and assets, both real and personal, which are reflected in the
most recent unaudited balance sheet or acquired after that date (except
properties, interests in properties, and assets sold or otherwise disposed of
since such date in the ordinary course of business), free and clear of all
liens, pledges, charges, or encumbrances except (a) statutory liens or claims
not yet delinquent; (b) such imperfections of title and easements as do not
and will not materially detract from or interfere with the present or
proposed use of the properties subject thereto or affected thereby or
otherwise materially impair present business operations on such properties;
and (c) as described in Schedule 1.09, attached hereto.  Except as set forth
in Schedule 1.09, attached hereto, GATEWAY ENTERTAINMENT GROUP owns, free and
clear of any liens, claims, encumbrances, royalty interests, or other
restrictions or limitations of any nature whatsoever, any and all products
they are currently manufacturing, including the underlying technology and
data, and all procedures, techniques, marketing plans, business plans,
methods of management, or other information utilized in connection with
GATEWAY ENTERTAINMENT GROUP's business.  Except as set forth in Schedule
1.09, attached hereto, no third party has any right to, and GATEWAY
ENTERTAINMENT GROUP has not received any notice of infringement of or
conflict with asserted rights of others with respect to any product,
technology, data, trade secrets, know-how, proprietary techniques,
trademarks, service marks, trade names or copyrights which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding,
would have a materially adverse affect on the business, operations, financial
condition, income or business prospects of GATEWAY ENTERTAINMENT GROUP or any
material portion of their properties, assets, or rights.

   Section 1.10  Litigation and Compliance with Law.  Except as included or
described in Schedule 1.10, attached hereto, there are no claims, actions,
suits, proceedings or investigations pending or, to the knowledge of GATEWAY
ENTERTAINMENT GROUP, threatened against or affecting GATEWAY ENTERTAINMENT
GROUP, at law or in equity, or before or by any court or other governmental
agency or instrumentality, domestic or foreign, or before any arbitrator of
any kind.  No written notice of any claim, action, suit, proceeding or
investigation, whether pending or threatened, has been received by GATEWAY
ENTERTAINMENT GROUP and, to GATEWAY ENTERTAINMENT GROUP's knowledge, there is
no basis therefore.  GATEWAY ENTERTAINMENT GROUP does not have any knowledge
of any default on their part with respect to any judgment, order, writ,
injunction, decree, award, rule, or regulation of any court, arbitrator, or
governmental agency or instrumentality or of any circumstances, which after
reasonable investigation, would result in the discovery of such a default.
GATEWAY ENTERTAINMENT GROUP has conducted and is conducting its business in
compliance with all laws applicable to them, their assets or the operation of
their business, except to the extent that noncompliance would not materially
and adversely affect the business, operations, assets or condition of GATEWAY
ENTERTAINMENT GROUP or except to the extent that noncompliance would not
result in the incurrence of any material liability for GATEWAY ENTERTAINMENT
GROUP.

   Section 1.11  Material Contracts.

   (a) Except as included or described in Schedule 1.11, attached hereto,
there are no material contracts, agreements, franchises, license agreements
or other commitments to which GATEWAY ENTERTAINMENT GROUP is a party or by
which they or any of their assets, products, technology or properties are
bound;

   (b) All contracts, agreements, franchises, license agreements and other
commitments to which GATEWAY ENTERTAINMENT GROUP is a party, or by which its
properties are bound, and which are material to the operations of GATEWAY
ENTERTAINMENT GROUP taken as a whole are valid and enforceable by GATEWAY
ENTERTAINMENT GROUP in all respects, except as limited by bankruptcy and
insolvency laws and by other laws affecting the rights of creditors
generally;

   (c) GATEWAY ENTERTAINMENT GROUP is not a party to or bound by, and the
properties of GATEWAY ENTERTAINMENT GROUP are not subject to, any contract,
agreement other commitment or instrument; any charter or other corporate
restriction; or any judgment, order, writ, injunction, decree or award which
materially and adversely affects, or in the future may be foreseeable to
materially and adversely affect, the business, operations, properties, assets
or condition of GATEWAY ENTERTAINMENT GROUP; and

   (d) Except as included or described in Schedule 1.11, attached hereto, or
reflected in the most recent balance sheet, GATEWAY ENTERTAINMENT GROUP is
not a party to any oral or written (i) agreement, contract or indenture
relating to the borrowing of money; (ii) guaranty of any obligation, other
than one on which GATEWAY ENTERTAINMENT GROUP is a primary obligor, for the
borrowing of money or otherwise, excluding endorsements made for collection
and other guaranties of obligations, which, in the aggregate do not exceed
more than one year or providing for payments in excess of US $1,000 in the
aggregate; or (iii) contract, agreement or other commitment involving
payments by it of more than US $1,000 in the aggregate.
   Section 1.12  Material Contract Defaults.  GATEWAY ENTERTAINMENT GROUP is
not in default in any material respect under the terms of any outstanding
contract, agreement, lease or other commitment which is material to the
business, operations, properties, assets or condition of GATEWAY
ENTERTAINMENT GROUP, and there is no event of default in any material respect
under any such contract, agreement, lease, or other commitment in respect of
which GATEWAY ENTERTAINMENT GROUP has not taken adequate steps to prevent
such a default from occurring.

   Section 1.13 Labor and Employee Relations.  GATEWAY ENTERTAINMENT GROUP is
not bound by or subject to any oral or written (i) contract for the
employment of any officer or employee; (ii) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension benefit or retirement
plan, agreement, or arrangement covered by Title IV of the Employee
Retirement Income Security Act, as amended ("ERISA");  (iii) collective
bargaining agreement; or (iv) agreement with any present or former officer or
director of GATEWAY ENTERTAINMENT GROUP.  There is no pending or, to GATEWAY
ENTERTAINMENT GROUP's knowledge, threatened labor dispute involving GATEWAY
ENTERTAINMENT GROUP and any group of its employees nor has GATEWAY
ENTERTAINMENT GROUP experienced any significant labor interruptions over the
past five years.  GATEWAY ENTERTAINMENT GROUP is not bound by or subject to
any arrangement with any labor union.  No employees of GATEWAY ENTERTAINMENT
GROUP are represented by any labor union or covered by any collective
bargaining agreement nor, to GATEWAY ENTERTAINMENT GROUP's knowledge, is any
campaign to establish such representation in progress.  GATEWAY ENTERTAINMENT
GROUP has no knowledge of any significant issues or problems in connection
with the relationship with its employees.

   Section 1.14 Insurance.  Each and every of the insurable properties of
GATEWAY ENTERTAINMENT GROUP is insured for its full replacement value against
all risks customarily insured against by persons operating similar properties
in localities where such properties are located and under valid and
enforceable policies by insurers of recognized responsibility.  Such policy
or policies containing substantially equivalent coverage will be outstanding
on the date of consummation of the transactions contemplated by this
Agreement.

   Section 1.15  Material Transactions or Affiliations.  Set forth in
Schedule 1.15, attached hereto, is a description of every material contract,
agreement, or arrangement between GATEWAY ENTERTAINMENT GROUP and any
predecessor and any person who was at the time of such contract, agreement,
or arrangement an officer, director, or person owning of record, or known by
GATEWAY ENTERTAINMENT GROUP to own beneficially, five percent (5%) or more of
the issued and outstanding capital stock of GATEWAY ENTERTAINMENT GROUP and
which is to be performed in whole or in part after the date hereof or which
was entered into not more than three years prior to the date hereof.  In all
of such transactions, the amount paid or received, whether in cash, in
services, or in kind, is, had been during the full term thereof, and is
required to be during the unexpired portion of the term thereof, no less
favorable to GATEWAY ENTERTAINMENT GROUP than terms available from otherwise
unrelated parties in arm's length transactions.  Except as disclosed in
Schedule 1.15, attached hereto, or otherwise disclosed herein, no officer,
director, or five percent (5%) shareholder of GATEWAY ENTERTAINMENT GROUP has
had any interest, direct or indirect, in any material transaction with
GATEWAY ENTERTAINMENT GROUP.  There are no commitments by GATEWAY
ENTERTAINMENT GROUP, whether written or oral, to lend any funds to, borrow
any money from, or enter into any other material transaction with, any such
affiliated person.

   Section 1.16  GATEWAY ENTERTAINMENT GROUP Schedules.  GATEWAY
ENTERTAINMENT GROUP has delivered to RESERVENET as a part of this Agreement
the following additional schedules, all certified by the president of GATEWAY
ENTERTAINMENT GROUP as complete, true, and correct:

   (a) Schedule 1.16(a), attached hereto, containing a description of all
real property owned by GATEWAY ENTERTAINMENT GROUP, together with a
description of every mortgage, deed of trust, pledge, lien, agreement,
encumbrance, claim, or equity interest of any nature whatsoever in such real
property;

   (b) Schedule 1.16(b), attached hereto, listing the accounts receivable and
notes and other obligations receivable of GATEWAY ENTERTAINMENT GROUP as of
March 31, 2004, or that arose thereafter other than in the ordinary course of
business of GATEWAY ENTERTAINMENT GROUP, indicating the debtor and amount,
and classifying the accounts to show in reasonable detail the length of time,
if any, overdue, and stating the nature and amount of any refunds, set offs,
reimbursements, discounts, or other adjustments which are in the aggregate
material and due to or claimed by such creditor;

   (c) Schedule 1.16(c), attached hereto, listing the accounts payable and
notes and other obligations payable of GATEWAY ENTERTAINMENT GROUP as of
March 31, 2004, or that arose thereafter other than in the ordinary course of
the business of GATEWAY ENTERTAINMENT GROUP, indicating the creditor and
amount, classifying the accounts to show in reasonable detail the length of
time, if any, overdue, and stating the nature and amount of any refunds, set-
offs, reimbursements, discounts, or other adjustments, which in the aggregate
are material and due or payable to GATEWAY ENTERTAINMENT GROUP respecting
such obligations;

   (d) Schedule 1.16(d), attached hereto, containing a copy of the board of
directors' and shareholders' minutes of GATEWAY ENTERTAINMENT GROUP since
inception.

   Section 1.17  Disclosure.  The information set forth in this Agreement and
in the Schedules attached hereto is complete and accurate in all material
respects and does not contain any untrue statement of a material fact or omit
to state a material fact required to make the statements made, in light of
the circumstances under which they were made, not misleading.

                                ARTICLE II

                REPRESENTATIONS, COVENANTS, AND WARRANTIES
             OF THE GATEWAY ENTERTAINMENT GROUP SHAREHOLDERS

As an inducement to, and to obtain reliance of RESERVENET, each GATEWAY
ENTERTAINMENT GROUP Shareholder hereby represents and warrants with respect
to itself that it is the legal and beneficial owner of the number of GATEWAY
ENTERTAINMENT GROUP shares set forth opposite its name at the foot of this
agreement, free and clear of any claims, charges, equities, liens, security
interests, and encumbrances whatsoever, and each such shareholder has full
right, power, and authority to transfer, assign, convey, and deliver its
GATEWAY ENTERTAINMENT GROUP shares; and delivery of such shares at the
closing will convey to RESERVENET good and marketable title to such shares
free and clear of any claims, charges, equities, liens, security interests,
and encumbrances whatsoever.

                                   ARTICLE III

                  REPRESENTATIONS, COVENANTS, AND WARRANTIES
                                  OF RESERVENET

As an inducement to, and to obtain the reliance of GATEWAY ENTERTAINMENT
GROUP and the GATEWAY ENTERTAINMENT GROUP Shareholders, RESERVENET represents
and warrants as follows:

   Section 3.01  Due Organization and Qualification.  RESERVENET is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware and is duly authorized and qualified to do
business under all applicable laws, regulations, ordinances and orders of
public authorities and to carry on its business in the places and in the
manner as now conducted. RESERVENET has the requisite power and authority to
own, lease and operate its assets and properties and to carry on its business
as such business is currently being conducted.  Schedule 3.01, attached
hereto, includes true, complete and correct copies of the Articles of
Incorporation (as amended) and Bylaws (as amended) of RESERVENET as in effect
on the date hereof.

   Section 3.02  Authorization; Non-Contravention; Approvals.

  (a) RESERVENET has the requisite power and authority to enter into this
Agreement.  The board of directors of RESERVENET has authorized the
execution, delivery and performance of this Agreement and has approved the
transactions contemplated hereby.  No additional corporate proceedings on the
part of RESERVENET is necessary to authorize the execution and delivery of
this Agreement and the consummation by RESERVENET of the transactions
contemplated hereby.  This Agreement has been duly and validly executed and
delivered by RESERVENET, and, assuming due authorization, execution and
delivery hereof by GATEWAY ENTERTAINMENT GROUP and the GATEWAY ENTERTAINMENT
GROUP Shareholders, constitutes a valid and binding agreement of RESERVENET,
enforceable against each of them in accordance with its terms

   (b) The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not, violate or result in a breach of any
provision of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or result in a
right of termination or acceleration under, or result in the creation of any
encumbrance upon any of the properties or assets of RESERVENET under any of
the terms, conditions or provisions of (i) the Articles of Incorporation or
Bylaws, (ii) any laws applicable to RESERVENET or any of the properties or
assets of RESERVENET, or (iii) any material note, bond, indenture, mortgage,
deed of trust, license, franchise, permit, concession, lease  or other
material instrument, obligation or agreement of any kind to which RESERVENET
is now a party or by which any of its properties or assets may be bound or
affected.

   Section 3.03  Capitalization.  The authorized capitalization of RESERVENET
consists of One Hundred Million (100,000,000) shares of common stock, US
$0.0001 par value per share, of which One Million Nine Hundred Thousand
(1,900,000) shares are currently issued and outstanding.  All of the issued
and outstanding shares of RESERVENET are owned beneficially and of record by
the shareholders set forth in Schedule 3.03, attached hereto.  All of the
issued and outstanding shares of RESERVENET have been duly authorized and
validly issued, are fully paid and non-assessable, and were offered, issued,
sold and delivered by RESERVENET in compliance with all applicable laws,
including, without limitation, those laws concerning the issuance of
securities.  None of such shares were issued in violation of the pre-emptive
rights of any past or present shareholder.  No subscription, option, warrant,
call, convertible or exchangeable security, other conversion right or
commitment of any kind exists which obligates RESERVENET to issue any of its
outstanding capital stock or to purchase any capital stock of RESERVENET.

   Section 3.04  Subsidiaries and Predecessor Corporations.  RESERVENET does
not own, of record or beneficially, or control, directly or indirectly, any
capital stock, securities convertible into or exchangeable for capital stock
of any other equity interest in any corporation, association or other
business entity.  RESERVENET is not, directly or indirectly, a participant in
any joint venture, limited liability company, partnership or other
noncorporate entity.

   Section 3.05  Financial Statements.

   (a) Schedule 3.05(a), attached hereto, includes the audited balance sheet
of RESERVENET as of December 31, 2003, together with an audited statement of
operations and cash flow for the fiscal year ended December 31, 2003.

   (b) Schedule 3.05(b), attached hereto, includes the unaudited balance
sheet of RESERVENET as of the Effective Date of this Agreement, together with
an unaudited statement of operations and cash flow for the current fiscal
year as of the Effective Date of this Agreement.

   (c) All such financial statements have been prepared in accordance with
generally accepted accounting principles.  The audited balance sheet presents
fairly, as of its date, the financial condition of RESERVENET. The statements
of income, stockholders' equity, and changes in financial condition reflect
fairly the information required to be set forth therein by generally accepted
accounting principles.  The books of account of RESERVENET have been kept
accurately in all material respects in the ordinary course of business, the
transaction entered therein represent bona fide transactions, and the
revenues, expenses, assets and liabilities of RESERVENET have been properly
recorded therein in all material respects.

   Section 3.06 Liabilities and Obligations.  RESERVENET did not have, as of
the date of such balance sheet, nor has incurred since that date, except as
and to the extent reflected or reserved against therein, any liabilities or
obligations (whether absolute, accrued, contingent or otherwise) of any
nature which should be reflected in a balance sheet or the notes thereto,
prepared in accordance with generally accepted accounting principles.

   Section 3.07 Taxes.  RESERVENET has timely filed all requisite federal,
state, local and other tax returns for all fiscal periods ended on or before
the date hereof, and has duly paid in full or made adequate provision in the
financial statements for the payment of all taxes for all periods ending at
or prior to the date hereof.  Schedule 3.07, attached hereto, includes true
and correct copies of the federal income tax returns of RESERVENET filed
since its date of inception.  There are no examinations in progress or claims
against RESERVENET relating to taxes for any period prior to and including
the balance sheet date and no written notice of any claim for taxes, whether
pending or threatened, has been received.  Each of such income tax returns
reflects the taxes due for the period covered thereby, except for amounts
which, in the aggregate, are immaterial.  RESERVENET does not owe any unpaid
federal, state, county, local, or other taxes (including any deficiencies,
interest, or penalties) through the date hereof, for which RESERVENET may be
liable in its own right or as a transferee of the assets of, or as a
successor to, any other corporation or entity.  Furthermore, except as
accruing in the normal course of business, RESERVENET does not owe any
accrued and unpaid taxes to date of this Agreement.

   Section 3.08 Absence of Certain Changes or Events.  Since December 31,
2003, except as set forth in this Agreement or in Schedule 3.08, attached
hereto, RESERVENET has conducted its operations in the ordinary course of
business and there has not been:

   (a) any material adverse change in the business, operations, properties,
condition (financial or otherwise), assets, liabilities (contingent or
otherwise), results of operations or prospects of RESERVENET;

   (b) any damage, destruction, or loss (whether or not covered by insurance)
materially adversely affecting the business, operations, properties, assets
or condition of RESERVENET;

   (c) any change in the authorized capital stock of RESERVENET or in its
outstanding securities or any change in the shareholders' ownership interests
in RESERVENET or any grant of any options, warrants, calls, conversion rights
or commitments;

   (d) any declaration or payment of any dividend or distribution in respect
of the capital stock or any direct or indirect redemption, purchase or other
acquisition of any of the capital stock of RESERVENET;

   (e) any increase in the compensation payable or to become payable by
RESERVENET, including any increase in any profit sharing, bonus, deferred
compensation, insurance, pension, retirement, or other employee benefit plan,
payment, or arrangement, to any of its respective officers, directors,
employees, consultants or agents, except for ordinary and customary bonuses
and salary increases for employees in accordance with past practice, which
bonuses and salary increases are set forth in Schedule 3.08(e), attached
hereto;

   (f) any significant work interruptions, labor grievances or claims filed;

   (g) except for the Agreement, any sale or transfer, or any agreement to
sell or transfer, any material assets, properties or rights of RESERVENET to
any person, including, without limitation, the RESERVENET shareholders,
except assets, properties or rights no used or useful in its business which,
in the aggregate have a value of less than US $1,000;

   (h) any cancellation, or agreement to cancel, any indebtedness or other
obligation owing to RESERVENET, except debts or claims which in the aggregate
are of a value less than US $1,000;

   (i) any increase in the indebtedness of RESERVENET, other than accounts
payable incurred in the ordinary course of business, consistent with past
practices or incurred in connection with the transactions contemplated by
this Agreement;

   (j) any plan, agreement, arrangement granting any preferential rights to
purchase or acquire any interest in any of the assets, property or rights of
RESERVENET or requiring consent of any party to the transfer and assignment
of such assets, property or rights;

   (k) any purchase or acquisition of, or agreement, plan or arrangement to
purchase or acquire, any property, rights or assets outside of the ordinary
course of any of RESERVENET's business;

   (l) any waiver of any material rights or claims of RESERVENET;

   (m) any material breach, amendment or termination of any material
contract, agreement, permit or other right to which RESERVENET is a party or
any of its property is subject;

   (n) any material change in RESERVENET's method of management, operation or
accounting;

   (o) any other material transaction by RESERVENET outside the ordinary
course of business.

   Section 3.09 Assets.  RESERVENET has good and indefeasible title to all of
its properties, inventory, interests in properties, and assets, both real and
personal, which are reflected in the most recent audited balance sheet or
acquired after that date (except properties, interests in properties, and
assets sold or otherwise disposed of since such date in the ordinary course
of business), free and clear of all liens, pledges, charges, or encumbrances
except (a) statutory liens or claims not yet delinquent; (b) such
imperfections of title and easements as do not and will not materially
detract from or interfere with the present or proposed use of the properties
subject thereto or affected thereby or otherwise materially impair present
business operations on such properties; and (c) as described in Schedule
3.09, attached hereto.  Except as set forth in Schedule 3.09, attached
hereto, RESERVENET owns, free and clear of any liens, claims, encumbrances,
royalty interests, or other restrictions or limitations of any nature
whatsoever, any and all products it is currently manufacturing, including the
underlying technology and data, and all procedures, techniques, marketing
plans, business plans, methods of management, or other information utilized
in connection with RESERVENET business.  Except as set forth in Schedule
3.09, attached hereto, no third party has any right to, and RESERVENET has
not received any notice of infringement of or conflict with asserted rights
of others with respect to any product, technology, data, trade secrets, know-
how, proprietary techniques, trademarks, service marks, trade names, or
copyrights which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling, or finding, would have a materially adverse
affect on the business, operations, financial condition, income, or business
prospects of RESERVENET or any material portion of its properties, assets, or
rights.

   Section 3.10 Litigation and Compliance with Law.  There are no claims,
actions, suits, proceedings or investigations pending or, to the knowledge of
RESERVENET, threatened against or affecting RESERVENET, at law or in equity,
or before or by any court or other governmental agency or instrumentality,
domestic or foreign, or before any arbitrator of any kind.  No written notice
of any claim, action, suit, proceeding or investigation, whether pending or
threatened, has been received by RESERVENET and, to RESERVENET's knowledge,
there is no basis therefore.  RESERVENET does not have any knowledge of any
default on its part with respect to any judgment, order, writ, injunction,
decree, award, rule, or regulation of any court, arbitrator, or governmental
agency or instrumentality or of any circumstances, which after reasonable
investigation would result in the discovery of such a default.  RESERVENET
has conducted and is conducting its business in compliance with all laws
applicable to it, it assets or the operation of its business, except to the
extent that noncompliance would not materially and adversely affect the
business, operations, assets or condition of RESERVENET or except to the
extent that noncompliance would not result in the incurrence of any material
liability for RESERVENET.

   Section 3.11  Material Contracts. Except for this Agreement, RESERVENET
has not entered into any material contract with any other party.

   Section 3.12 Labor and Employee Relations.  RESERVENET does not have any
employees.

   Section 3.13 Schedules.  RESERVENET has delivered to GATEWAY ENTERTAINMENT
GROUP as a part of this Agreement the following additional schedules, all
certified by the chief executive officer of RESERVENET as complete, true, and
correct:

   (a) Schedule 3.13(a), attached hereto, containing a statement of cash on
hand;

   (b) Schedule 3.13(b), attached hereto, listing the accounts payable and
notes and other obligations payable of RESERVENET as of December 31, 2003, or
that arose thereafter other than in the ordinary course of the business of
RESERVENET, indicating the creditor and amount, classifying the accounts to
show in reasonable detail the length of time, if any, overdue, and stating
the nature and amount of any refunds, set-offs, reimbursements, discounts, or
other adjustments, which in the aggregate are material and due or payable to
RESERVENET respecting such obligations;

   (c) Schedule 3.13(c), attached hereto, containing a copy of the board of
directors' minutes approving the transaction associated with this Agreement.

   Section 3.14  Shareholders' Equity.  At or prior to Closing, there shall
be no liabilities.\

                                 ARTICLE IV

                              PLAN OF EXCHANGE

   Section 4.01  The Exchange.  On the terms and subject to the conditions
set forth in this Agreement, on the Closing Date (as defined in Section
4.03), each of the GATEWAY ENTERTAINMENT GROUP Shareholders hereby agrees to
assign, transfer, and deliver to RESERVENET, free and clear of all liens,
pledges, encumbrances, charges, restrictions, or known claims of any kind,
nature, or description, the number of shares of capital stock of GATEWAY
ENTERTAINMENT GROUP set after his signature at the foot of this Agreement, in
the aggregate constituting all of the issued and outstanding shares of
capital stock of GATEWAY ENTERTAINMENT GROUP, or 1,000 (One Thousand) shares,
and RESERVENET agrees to acquire such shares on such date by issuing and
delivering in exchange therefore solely shares of RESERVENET restricted
common stock, par value US $0.0001 per share, in the amount of 26,000 (Twenty
Six Thousand) shares of RESERVENET for each outstanding share of GATEWAY
ENTERTAINMENT GROUP, or an aggregate amount of 26,000,000 (Twenty Six
Million) shares of RESERVENET common stock, or approximately 33% (Thirty
Three Percent) of the then outstanding shares of RESERVENET common stock (the
"Exchanged RESERVENET Stock").  At the Closing, each of the GATEWAY
ENTERTAINMENT GROUP Shareholders shall, on surrender of his certificate or
certificates representing such GATEWAY ENTERTAINMENT GROUP shares to the
registrar and transfer agent, be entitled to receive a certificate or
certificates evidencing shares of the Exchanged RESERVENET Stock as provided
herein.  Upon the consummation of the transaction contemplated herein, all
shares of capital stock of GATEWAY ENTERTAINMENT GROUP shall be held by
RESERVENET.

   Section 4.02  Appointment of New Directors.  In connection with the
Closing of the transactions contemplated by this Agreement, the existing
director of RESERVENET shall expand the Board to three and shall appoint
Lawrence Smith and Stephen Lasser as directors to fill the vacancies created
thereby, to serve until the next annual stockholders' meeting of RESERVENET
and their successors shall have been elected and qualified.

   Section 4.03  Closing.  The closing ("Closing") of the transactions
contemplated by this Agreement shall be on a date and at such time as the
parties may agree ("Closing Date"), within the ten-day period commencing with
the last to occur of the following:  the effective date of this Agreement,
the finalization of the schedules to this Agreement, or such date as may be
prescribed by any federal or state regulatory agency or authority prior to
which the transactions contemplated hereby may not be effectuated.

   Section 4.04  Closing Events.  At the Closing, each of the respective
parties hereto shall execute, acknowledge, and deliver (or shall cause to be
executed, acknowledged, and delivered) any and all certificates, opinions,
financial statements, schedules, agreements, resolutions, rulings, or other
instruments required by this Agreement to be so delivered at or prior to the
Closing, together with such other items as may be reasonably requested by the
parties hereto and their respective legal counsel in order to effectuate or
evidence the transactions contemplated hereby.

                                   ARTICLE V

                               SPECIAL COVENANTS

   Section 5.01  Access to Properties and Records.  RESERVENET and GATEWAY
ENTERTAINMENT GROUP will each afford to the officers and authorized
representatives of the other full access to the properties, books, and
records of each other as the case may be, in order that each may have full
opportunity to make such reasonable investigation as it shall desire to make
of the affairs of the other, and each will furnish the other with such
additional financial and operating data and other information as to the
business and properties of each other, as the case may be, as the other shall
from time to time reasonably request.

   Section 5.02  Delivery of Books and Records.  At the Closing, each company
shall deliver each other the originals of the corporate minute books, books
of account, contracts, records, and all other books or documents now in each
company's possession or its representatives.

   Section 5.03  Special Covenants and Representations Regarding the
Exchanged Stock.  The consummation of this Agreement and the transactions
herein contemplated, including the issuance of the Exchanged RESERVENET Stock
to the shareholders of GATEWAY ENTERTAINMENT GROUP as contemplated hereby,
constitutes the offer and sale of securities under the Securities Act and
applicable state statutes.  Such transaction shall be consummated in reliance
on exemptions from the registration and prospectus delivery requirements of
such statutes, which depend, inter alia, upon the circumstances under which
the GATEWAY ENTERTAINMENT GROUP Shareholders acquire such securities.  In
connection with reliance upon exemptions from the registration and prospectus
delivery requirements for such transactions, at the Closing the GATEWAY
ENTERTAINMENT GROUP Shareholders shall deliver to RESERVENET letters of
representation in the form attached hereto as Schedule 5.03 attached hereto.

   Section 5.04  Third Party Consents and Certificates.  RESERVENET and
GATEWAY ENTERTAINMENT GROUP agree to cooperate with each other in order to
obtain any required third party consents to this Agreement and the
transactions herein and therein contemplated.

   Section 5.05  Actions Prior to Closing.

   (a) From and after the date of this Agreement until the Closing Date and
except as set forth in the Agreement or Schedules attached hereto or as
permitted or contemplated by this Agreement, RESERVENET and GATEWAY
ENTERTAINMENT GROUP respectively, will each:

   1) carry on its business in substantially the same manner as it has
heretofore;

   2) maintain and keep its properties in states of good repair and condition
as at present, except for depreciation due to ordinary wear and tear and
damage due to casualty;

   3) maintain in full force and effect insurance comparable in amount and in
scope of coverage to that now maintained by it;

   4) perform in all material respects all of its obligation under material
contracts, leases, and instruments relating to or affecting its assets,
properties, and business;

   5) use its best efforts to maintain and preserve its business organization
intact, to retain its key employees, and to maintain its relationship with
its material suppliers and customers; and

   6) fully comply with and perform in all material respects all obligations
and duties imposed on it by all federal and state laws and all rules,
regulations, and orders imposed by federal or state governmental authorities.

   (b) From and after the date of this Agreement until the Closing Date,
except as directed by this Agreement, neither RESERVENET nor GATEWAY
ENTERTAINMENT GROUP will:

   1) make any change in its Articles of Incorporation or Bylaws;

   2) take any action described in Section 1.08 in the case of GATEWAY
ENTERTAINMENT GROUP, or in Section 3.08, in the case of RESERVENET (except as
permitted therein or as disclosed in the applicable party's schedules); or

   3) enter into or amend any contract, agreement, or other instrument of any
of the types described in such party's schedules, except that a party may
enter into or amend any contract, agreement, or other instrument in the
ordinary course of business involving the sale of goods or services.

   Section 5.06  Press Release.  RESERVENET and GATEWAY ENTERTAINMENT GROUP
shall consult with each other as to the form and substance of any press
release or other public disclosure of matters related to this Agreement or
any of the transactions contemplated hereby; provided, however, that nothing
herein shall be deemed to prohibit any party hereto from making any
disclosure that is required to fulfill such party's disclosure obligations
imposed by law, including, without limitation, federal securities laws.

   Section 5.07 Indemnification.

   (a) GATEWAY ENTERTAINMENT GROUP hereby agrees to indemnify RESERVENET, and
each of the officers, agents and directors of RESERVENET as of the date of
execution of this Agreement against any loss, liability, claim, damage, or
expense (including, but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing, or defending against any
litigation, commenced or threatened, or any claim whatsoever), to which it or
they may become subject arising out of or based on any inaccuracy appearing
in or misrepresentation made under Article I of this Agreement.  The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement.  Indemnification shall include the right of the indemnified party
to set-off with prior notice.

   (b) RESERVENET hereby agree to indemnify GATEWAY ENTERTAINMENT GROUP, the
GATEWAY ENTERTAINMENT GROUP Shareholders, and each of the officers, agents
and directors of GATEWAY ENTERTAINMENT GROUP as of the date of execution of
this Agreement against any loss, liability, claim, damage, or expense
(including, but not limited to, any and all expense whatsoever reasonably
incurred in investigating, preparing, or defending against any litigation,
commenced or threatened, or any claim whatsoever), to which it or they may
become subject arising out of or based on any inaccuracy appearing in or
misrepresentation made under Article III of this Agreement.  The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement.  Indemnification shall include the right of the indemnified party
to set-off with prior notice.

   Section 5.08 Gateway Entertainment Shareholder Non-Compete Agreements.
The GATEWAY ENTERTAINMENT SHAREHOLDERS shall each sign a Confidentiality and
Non-Compete Agreement in a form satisfactory to RESERVENET.

                                 ARTICLE VI

     CONDITIONS PRECEDENT TO OBLIGATIONS OF GATEWAY ENTERTAINMENT GROUP
             AND THE GATEWAY ENTERTAINMENT GROUP SHAREHOLDERS

   The obligations of GATEWAY ENTERTAINMENT GROUP and the GATEWAY
ENTERTAINMENT GROUP Shareholders under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:

   Section 6.01  Accuracy of Representations.  The representations and
warranties made by RESERVENET in this Agreement were true when made and shall
be true at the Closing Date with the same force and effect as if such
representations and warranties were made at and as of the Closing Date
(except for changes therein permitted by this Agreement), and RESERVENET
shall have performed or complied with all covenants and conditions required
by this Agreement to be performed or complied with by RESERVENET prior to or
at the Closing.  GATEWAY ENTERTAINMENT GROUP shall be furnished with a
certificate, signed by a duly authorized executive officer of RESERVENET and
dated the Closing Date, to the foregoing effect.

   Section 6.02  Litigation Certificates.  GATEWAY ENTERTAINMENT GROUP shall
have been furnished with a certificate dated the Closing Date and signed by a
duly authorized executive officer of RESERVENET to the effect that no
litigation, proceeding, investigation, or inquiry is pending or, to the
knowledge of RESERVENET threatened, which might result in an action to enjoin
or prevent the consummation of the transactions contemplated by this
Agreement.

   Section 6.03  No Material Adverse Change.  Prior to the Closing Date,
there shall not have occurred any material adverse change in the financial
condition, business, or operations of RESERVENET nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause or
create any material adverse change in the financial condition, business, or
operations of RESERVENET.

   Section 6.04  Good Standing.  GATEWAY ENTERTAINMENT GROUP shall have
received a certificate of good standing from the Secretary of State of the
state of Delaware or other appropriate office, dated as of a date within ten
days prior to the Closing Date certifying that RESERVENET is in good standing
as a corporation in the state of Delaware and has filed all tax returns
required to have been filed by it to date and has paid all taxes reported as
due thereon.

   Section 6.05  Board of Directors Approval.  The Board of Directors of
RESERVENET shall have approved this Agreement, the transactions contemplated
hereby, and the other matters described in Section 4.01.

   Section 6.06  Other Items.

   (a) RESERVENET shall have received Uniform Commercial Code certificates
from the appropriate state of local authority or agency for each county and
state in which any personal property of RESERVENET with a value in excess US
$1,000 is situated, dated as of the Closing Date, to the effect that there
are no liens on such personal property, other than those disclosed in
Schedule 6.06(a) attached hereto.

   (b) Daniel Regidor, the sole director of RESERVENET, shall have entered
into an agreement with GATEWAY ENTERTAINMENT GROUP, in a form satisfactory to
GATEWAY ENTERTAINMENT GROUP, whereby within ten (10) days following the
Close, Mr. Regidor shall present the current ReserveNet business plan to the
other Board members for review.  The agreement shall provide in general that
in the event the Board approves continuing the ReserveNet plan, Mr. Regidor
shall be offered extended employment with the firm, pursuant with the
policies then in effect; that the equity participation retained by Mr.
Regidor would be contingent on the relative value of the business opportunity
as determined in the sole discretion of the Board; and, should the Board not
accept the plan, Mr. Regidor shall resign from the Board, effective
immediately, and cancel all his share ownership in entirety.

   (c) GATEWAY ENTERTAINMENT GROUP and the GATEWAY ENTERTAINMENT GROUP
shareholders shall have received from counsel to RESERVENET, a legal opinion
addressed to GATEWAY ENTERTAINMENT GROUP and the GATEWAY ENTERTAINMENT GROUP
shareholders, dated as of the Closing Date in substantially the form attached
hereto as Exhibit "B".

   (d) GATEWAY ENTERTAINMENT GROUP shall have received such further
documents, certificates, or instruments relating to the transactions
contemplated hereby as GATEWAY ENTERTAINMENT GROUP may reasonably request.

   (e) REGIDOR shall prior to Close cancel all but 600,000 of his currently
held (pre-forward split) RESERVENET common shares by signing a Share
Cancellation Agreement in a form satisfactory to GATEWAY ENTERTAINMENT GROUP.

   (f) RESERVENET shall prior to Close cause to take effect a 48:1 forward-
split of the common shares of RESERVENET.

                                ARTICLE VII

            CONDITIONS PRECEDENT TO OBLIGATIONS OF RESERVENET
The obligations of RESERVENET under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:

   Section 7.01  Accuracy of Representations.  The representations and
warranties made by GATEWAY ENTERTAINMENT GROUP and the GATEWAY ENTERTAINMENT
GROUP Shareholders in this Agreement were true when made and shall be true as
of the Closing Date (except for changes therein permitted by this Agreement)
with the same force and effect as if such representations and warranties were
made at and as of the Closing Date, and GATEWAY ENTERTAINMENT GROUP and the
GATEWAY ENTERTAINMENT GROUP Shareholders shall have performed and complied
with all covenants and conditions required by this Agreement to be performed
or complied with by GATEWAY ENTERTAINMENT GROUP and the GATEWAY ENTERTAINMENT
GROUP Shareholders prior to or at the Closing.  RESERVENET shall have been
furnished with a certificate, signed by a duly authorized executive officer
of GATEWAY ENTERTAINMENT GROUP and dated the Closing Date, to the foregoing
effect.

   Section 7.02  Stockholder Approval.  The stockholders of GATEWAY
ENTERTAINMENT GROUP shall have approved this Agreement, the transactions
contemplated hereby, and the other matters described in Section 4.01.

   Section 7.03  Officer's Certificate.  RESERVENET shall have been furnished
with a certificate dated the Closing Date and signed by a duly authorized
executive officer of GATEWAY ENTERTAINMENT GROUP to the effect that no
litigation, proceeding, investigation, or inquiry is pending or, to the best
knowledge of GATEWAY ENTERTAINMENT GROUP threatened, which might result in an
action to enjoin or prevent the consummation of the transactions contemplated
by this Agreement.

   Section 7.04  No Material Adverse Change.  Prior to the Closing Date,
there shall not have occurred any material adverse change in the financial
condition, business, or operations of GATEWAY ENTERTAINMENT GROUP nor shall
any event have occurred which, with the lapse of time or the giving of
notice, may cause or create any material adverse change in the financial
condition, business, or operations of GATEWAY ENTERTAINMENT GROUP.

   Section 7.05  Good Standing.  RESERVENET shall have received a certificate
of good standing from the State of New Jersey or other appropriate office,
dated as of a date within ten days prior to the Closing Date certifying that
GATEWAY ENTERTAINMENT GROUP is in good standing as a corporation in New
Jersey and has filed all tax returns required to have been filed by it to
date and has paid all taxes reported as due thereon.

   Section 7.06  Other Items.

   (a) RESERVENET shall have received Uniform Commercial Code certificates
from the appropriate state of local authority or agency for each county and
state in which any personal property of GATEWAY ENTERTAINMENT GROUP with a
value in excess US $1,000 is situated, dated as of the Closing Date, to the
effect that there are no liens on such personal property, other than those
disclosed in Schedule 7.06(a) attached hereto.

   (b) RESERVENET shall have received a shareholders' list of GATEWAY
ENTERTAINMENT GROUP containing the name, address, and number of shares held
by each GATEWAY ENTERTAINMENT GROUP shareholder as of the Closing Date
certified by an executive officer of GATEWAY ENTERTAINMENT GROUP as being
true, complete, and accurate.

   (c) RESERVENET shall have received such further documents, certificates,
or instruments relating to the transactions contemplated hereby as RESERVENET
may reasonably request.

                               ARTICLE VIII

                              MISCELLANEOUS

   Section 8.01  Brokers.  RESERVENET and GATEWAY ENTERTAINMENT GROUP agree
that there were no finders or brokers involved in bringing the parties
together or who were instrumental in the negotiation, execution, or
consummation of this Agreement.  RESERVENET and GATEWAY ENTERTAINMENT GROUP
each agree to indemnify the other against any claim by any third person other
than those described above for any commission, brokerage, or finders' fee
arising from the transactions contemplated hereby based on any alleged
agreement or understanding between the indemnifying party and such third
person, whether express or implied from the actions of the indemnifying
party.

   Section 8.02  Governing Law.  This Agreement shall be governed by,
enforced, and construed under and in accordance with the laws of the United
States of America and, with respect to matters of state law, with the laws of
Delaware.

   Section 8.03  Notices.  Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered to it
or sent by registered mail or certified mail, postage prepaid, or by prepaid
telegram addressed as follows:

       If to RESERVENET, to:            RESERVENET, INC.
                                        3701 Sacramento St., #323
                                        San Francisco, CA 94118
                                        Attention: Daniel Regidor, President


If to GATEWAY ENTERTAINMENT GROUP, to: GATEWAY ENTERTAINMENT GROUP, INC.
                                       2 Crossbrook Road
                                       Livingston, NJ 07039,
                                       Attention: Lawrence Smith, President

or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication
shall be deemed to have been given as of the date so delivered, mailed, or
telegraphed.

   Section 8.04  Attorney's Fees.  In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parties shall reimburse
the non-breaching party or parties for all costs, including reasonable
attorneys' fees, incurred in connection therewith and in enforcing or
collecting any judgment rendered therein.

   Section 8.05  Confidentiality.  Each party hereto agrees with the other
parties that, unless and until the transactions contemplated by this
Agreement have been consummated, it and its representatives will hold in
strict confidence all data and information obtained with respect to another
party or any subsidiary thereof from any representative, officer, director,
or employee, or from any books or records or from personal inspection, or
such other party, and shall not use such data or information or disclose the
same to others, except (i) to the extent such data or information is
published, is a matter of public knowledge, or is required by law to be
published; and (ii) to the extent that such data or information must be used
or disclosed in order to consummate the transactions contemplated by this
Agreement.

   Section 8.06  Schedules; Knowledge.  Each party is presumed to have full
knowledge of all information set forth in the other party's schedules
delivered pursuant to this Agreement.

   Section 8.07  Third Party Beneficiaries.  This contract is solely between
RESERVENET, GATEWAY ENTERTAINMENT GROUP and the GATEWAY ENTERTAINMENT GROUP
Shareholders, and, except as specifically provided, no director, officer,
stockholder, employee, agent, independent contractor, or any other person or
entity shall be deemed to be a third party beneficiary of this Agreement.

   Section 8.08  Entire Agreement.  This Agreement, together with the
Schedules and Exhibits hereto, contains the entire agreement between the
parties relating to the subject matter hereof, and supersedes all prior
agreements and understandings, oral and written, with respect to such
matters, which the parties acknowledge have been merged into this Agreement
and the Schedules hereto.

   Section 8.09  Survival; Termination.  The representations, warranties, and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated.

   Section 8.10  Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
taken together shall be but a single instrument. Facsimile transmission of
any signed original document and/or retransmission of any signed facsimile
transmission will be deemed the same as delivery of an original.  At the
request of any party, the parties will confirm facsimile transmission by
signing a duplicate original document.

   Section 8.11  Amendment or Waiver.  Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred
herein, at law, or in equity, and may be enforced concurrently herewith, and
no waiver by any party of the performance of any obligation by the other
shall be construed as a waiver of the same or any other default then,
theretofore, or thereafter occurring or existing.  At any time prior to the
Closing Date, this Agreement may be amended by a writing signed by all
parties hereto, with respect to any of the terms contained herein, and any
term or condition of this Agreement may be waived or the time for performance
hereof may be extended by a writing signed by the party or parties for whose
benefit the provision is intended.

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly authorized, as of
the date first above-written.

RESERVENET, INC.

By: /s/ Daniel Regidor
    ------------------
        DANIEL REGIDOR, President


GATEWAY ENTERTAINMENT GROUP, INC.

By: /s/ Lawrence Smith
    ------------------
       LAWRENCE SMITH, President


GATEWAY ENTERTAINMENT GROUP SHAREHOLDERS

/s/ Lawrence A. Smith
---------------------
Lawrence A. Smith


/s/ Stephen B. Lasser
---------------------
Stephen B. Lasser


/s/ Bianca Pino
---------------
Bianca Pino

<PAGE>

LIST OF EXHIBITS AND SCHEDULES

Exhibit    Exhibit Description
-------    -------------------
A          GATEWAY ENTERTAINMENT GROUP Shareholders
B          FORM OF RESERVENET COUNSEL'S LEGAL OPINION
D          CERTIFICATES OF INCUMBENCY OF RESERVENET  AND GATEWAY

1.01       GATEWAY ENTERTAINMENT GROUP Due Organization and Qualification
1.02(c)    GATEWAY ENTERTAINMENT GROUP Authorization; Non-Contravention;
              Approvals
1.03       GATEWAY ENTERTAINMENT GROUP Capitalization
1.05(a)    GATEWAY ENTERTAINMENT GROUP Financial Statements
1.07       GATEWAY ENTERTAINMENT GROUP Taxes
1.08       GATEWAY ENTERTAINMENT GROUP Absence of Certain Changes or Events
1.09       GATEWAY ENTERTAINMENT GROUP Assets
1.11       GATEWAY ENTERTAINMENT GROUP Material Contracts
1.15       GATEWAY ENTERTAINMENT GROUP Material Transactions and Affiliations
1.16(a)    GATEWAY ENTERTAINMENT GROUP Real Property
1.16(b)    GATEWAY ENTERTAINMENT GROUP Accounts Receivable
1.16(c)    GATEWAY ENTERTAINMENT GROUP Accounts Payable
1.16(d)    GATEWAY ENTERTAINMENT GROUP Minutes
3.01       RESERVENET Due Organization and Qualification
3.02       RESERVENET Authorization; Non-Contravention; Approvals
3.03       RESERVENET Capitalization
3.05(a)    RESERVENET Audited Financial Statements
3.05(b)    RESERVENET Unaudited Financial Statements
3.07       RESERVENET Taxes
3.08       RESERVENET Absence of Certain Changes or Events
3.09       RESERVENET Assets
3.13(a)    RESERVENET Statement of cash on hand
3.13(b)    RESERVENET Accounts Payable
3.13(c)    RESERVENET Board of Directors' Resolution
5.03       GATEWAY ENTERTAINMENT GROUP Special Covenants and Representations

Regarding the Exchange Stock
6.01       RESERVENET OFFICER'S CERTIFICATE
6.02       RESERVENET CERTIFICATE OF LITIGATION
6.04       RESERVENET CERTIFICATE OF GOOD STANDING
6.06(b)    RESERVENET CONTINGENT SHARE CANCELLATION AGREEMENT
6.06(e)    RESERVENET SHARE CANCELLATION AGREEMENT
7.01       GATEWAY ENTERTAINMENT GROUP OFFICER'S CERTIFICATE
7.03       GATEWAY ENTERTAINMENT GROUP CERTIFICATE OF LITIGATION
7.05       GATEWAY ENTERTAINMENT GROUP CERTIFICATE OF GOOD STANDING
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    Form 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
     1934

       Date of Report (Date of earliest event reported): June 25, 2004
                                                         --------------

                             RESERVENET INCORPORATED
                             -----------------------
             (Exact name of registrant as specified in its charter)

               DELAWARE               333-68312             94-3381088
         -----------------------     -----------            ----------
     (State or other jurisdiction    (Commission          (IRS Employer
        of incorporation)            File Number)      Identification No.)

   3701 Sacramento St #323 San Francisco, CA 94118         415-752-2578
------------------------------------------------------     ------------
        Address of principal executive offices)             (Telephone)

Item 1. Changes in Control of the Registrant, and
Item 2. Acquisition or Disposition of Assets

Effective June 25, 2004, ReserveNet, Incorporated, a Delaware corporation
("ReserveNet" or the "Company"), acquired Gateway Entertainment Group, Inc.,
a New Jersey corporation ("Gateway"), by issuing 541,667 shares of ReserveNet
common stock for all the 1,000 issued and outstanding shares of Gateway.

Daniel Regidor, ReserveNet's largest shareholder and its President, Secretary
and Chairman of the Board, cancelled 800,000 of his 1,400,000 ReserveNet
common shares, leaving him with a total of 600,000 ReserveNet shares.

Mr. Regidor resigned his positions as Chairman of the Board and President and
Secretary of the Company, effective as of June 25, 2004. He will remain a
Director of the Company. The other Director, Rick Collins, also resigned his
position as a member of the ReserveNet Board of Directors, effective June 25,
2004. The number of Directors was increased from two to three, with Stephen
Lasser and Lawrence Smith thereafter elected as Directors of the Company.
Stephen Lasser was appointed by the Board of Directors as the Chairman of the
Board and the Company's President and Treasurer. Lawrence Smith was named
Secretary.

Backgrounds of the two new Directors are as follow:

Stephen Lasser, President, CFO, and Director (Chairman)

Stephen Lasser, age 35, joins CET, Inc. from Trade Trace Research, LLC, a
financial research firm, where he serves as the Chief Executive Officer.
Prior to that, he served as Director of Business Operations at Business
Technology Partners, a NYC-based project management company, where he
implemented and improved financial and operational procedures and processes.
Before joining BTP, Mr. Lasser co-founded Sorceron, Inc., a rich-media
software company.  Throughout his six years there, Mr. Lasser served as Chief
Financial Officer, Chief Operating Officer, Secretary of the Board and Vice
President.  While at Sorceron, Stephen lead all fundraising efforts,
resulting in over  $28 million in equity financing, in addition to several
mergers and acquisitions.  His responsibilities included oversight of all
corporate financial and administrative operations.  During his tenure, he
oversaw the growth in Sorceron's staff from 6 people to 103 and maintained an
average annual budget of over $14 million.  Prior to founding Sorceron, he
served as Managing Director of Strategic Resource Management, a full-service
regional brokerage firm.  With offices in four states and over 40 employees,
SRM specialized in private placements of debt and equities, and as a NASDAQ
market maker.  Additionally, Mr. Lasser has worked at several Wall Street
firms as an investment banker and trader, including Lehman Brothers and
Tucker Anthony.  He has led equity offerings and participated in over one
hundred private placements.  Mr. Lasser has served on the Advisory Board of
the Robert J. Milano Graduate School of Management & Urban Policy at The New
School and currently serves as a member of the Board of Directors of the
Watchdog Mutual Fund, the first mutual fund dedicated exclusively to
investing in companies exhibiting excellence in corporate governance.  He has
previously served on the Advisory Committee to the United States House of
Representatives Telecommunications Subcommittee.

Lawrence H. Smith - CEO, Director

Lawrence H. Smith, age 57, is a veteran producer with over 25 years of
extensive entertainment production experience in recording, television, film,
and web casting.  Smith is credited in helping pioneer and usher in "The
Golden Age of Music Video" in 1980-81, by creating and executive producing,
the first weekly network music television series, "Hollywood Heartbeat," and
the multi-platinum award winning Warner Home Video, "The Doors."  Smith's
Gateway Entertainment Group, Inc., executive produced, with England's Virtue
Broadcasting and MSN/UK, one of the year 2000's most acclaimed live worldwide
web cast concert events, "The Doors' Ray Manzarek's Light My Fire," from
Hollywood California.

The Company also forward-split its common shares on a 48:1 basis, which
results in total issued and outstanding shares of 78,800,016.

The resulting change in the Company's shareholdings is detailed in the
following chart.

Shareholder    Pre-Acquisition  Post-Acquisition  Post Forward-Split
Name                Shares          Shares            Shares             %
-----------    ---------------  ----------------  ------------------  -------
Daniel Regidor       1,400,000           600,000          28,800,000    36.5%

Lawrence H. Smith            0           314,167          15,080,016    19.1%

Stephen B. Lasser            0           216,667          10,400,016    13.2%

Bianca Pino                  0            10,833             519,984     6.6%

Other Shareholders (1) 500,000           500,000          24,000,000    30.5%
                     ---------         ---------          ----------   -----
TOTAL               1,900,000          1,641,667           78,800,016  100.0%
                     ---------         ---------          ----------   -----

(1) Approximately 35 "non-affiliate" shareholders.

Gateway has no assets and is a start up, development-stage company without
current operations.  It intends to become a media company targeting the
Gaming Lifestyle Market (GLM) and covering gambling entertainment, news and
information. Gateway will be headquartered in Las Vegas, Nevada and intends
to establish affiliates worldwide to provide continuously updated content 24
hours a day, seven days a week.

Item 5. Other Events

The Company's Board of Directors approved a forty-eight for one (48:1)
forward split of its issued and outstanding shares of common stock. The split
is effective for all shareholders of record on June 18, 2004.

After giving effect to this forward split, the Company will have a total of
78,800,016 shares issued and outstanding.

Please see Items 1 and 2 above for more information with respect to the
forward split of the shares and recent acquisition.

Item 7. Financial Statements and Exhibits

Audited Financial Statements are not included in this Form 8-K filing. Such
statements will be filed as an amendment within 60 days from the date of this
filing.

Exhibits.

Attached is the form of the Share Exchange Agreement by and between
ReserveNet and Gateway.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         RESERVENET INCORPORATED
                                         -----------------------
                                         (Registrant)

         Date:  July 9, 2004            /s/Stephen Lasser
                                         -------------------
                                             Stephen Lasser, President, CFO
                                             Chairman of the Board
EXCHANGE AGREEMENT

                                 Between

                            RESERVENET, INC.,

                   GATEWAY ENTERTAINMENT GROUP, INC. and

           THE SHAREHOLDERS OF GATEWAY ENTERTAINMENT GROUP, INC.

                               TABLE OF CONTENTS

ARTICLE I         REPRESENTATIONS, COVENANTS, AND WARRANTIES OF
                  GATEWAY ENTERTAINMENT GROUP                               1
Section 1.01      Due Organization and Qualification                        1
Section 1.02      Authorization; Non-Contravention; Approvals               1
Section 1.03      Capitalization                                            2
Section 1.04      Subsidiaries and Predecessor Corporations                 3
Section 1.05      Financial Statements                                      3
Section 1.06      Liabilities and Obligations                               3
Section 1.07      Taxes                                                     3
Section 1.08      Absence of Certain Changes or Events                      4
Section 1.09      Assets                                                    5
Section 1.10      Litigation and Compliance with Law                        5
Section 1.11      Material Contracts.                                       6
Section 1.12      Material Contract Defaults                                6
Section 1.13      Labor and Employee Relations                              6
Section 1.14      Insurance                                                 7
Section 1.15      Material Transactions or Affiliations                     7
Section 1.16      GATEWAY ENTERTAINMENT GROUP Schedules                     7
Section 1.17      Disclosure                                                8

ARTICLE II        REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE GATEWAY
                  ENTERTAINMENT GROUP SHAREHOLDERS                          8

ARTICLE III       REPRESENTATIONS, COVENANTS, AND WARRANTIES OF RESERVENET  8
Section 3.01      Due Organization and Qualification                        8
Section 3.02      Authorization; Non-Contravention; Approvals.              9
Section 3.03      Capitalization                                            9
Section 3.04      Subsidiaries and Predecessor Corporations                 9
Section 3.05      Financial Statements.                                     9
Section 3.06      Liabilities and Obligations                              10
Section 3.07      Taxes                                                    10
Section 3.08      Absence of Certain Changes or Events                     10
Section 3.09      Assets                                                   11
Section 3.10      Litigation and Compliance with Law                       12
Section 3.11      Material Contracts                                       12
Section 3.12      Labor and Employee Relations                             12
Section 3.13      Schedules                                                12
Section 3.14      Shareholders' Equity                                     13

ARTICLE IV        PLAN OF EXCHANGE                                         13
Section 4.01      The Exchange                                             13
Section 4.02      Appointment of New Directors                             13
Section 4.03      Closing                                                  13
Section 4.04      Closing Events                                           13

ARTICLE V         SPECIAL COVENANTS                                        14
Section 5.01      Access to Properties and Records                         14
Section 5.02      Delivery of Books and Records                            14
Section 5.03      Special Covenants and Representations Regarding the
                  Exchanged Stock                                          14
Section 5.04      Third Party Consents and Certificates                    14
Section 5.05      Actions Prior to Closing                                 14
Section 5.06      Press Release                                            15
Section 5.07      Indemnification.                                         15

ARTICLE VI        CONDITIONS PRECEDENT TO OBLIGATIONS OF GATEWAY
                  ENTERTAINMENT GROUP AND THE GATEWAY ENTERTAINMENT GROUP
                  SHAREHOLDERS                                             16
Section 6.01      Accuracy of Representations                              16
Section 6.02      Litigation Certificates                                  16
Section 6.03      No Material Adverse Change                               16
Section 6.04      Good Standing                                            16
Section 6.05      Board of Directors Approval                              17
Section 6.06      Other Items.                                             17

ARTICLE VII       CONDITIONS PRECEDENT TO OBLIGATIONS OF RESERVENET        17
Section 7.01      Accuracy of Representations                              17
Section 7.02      Stockholder Approval                                     18
Section 7.03      Officer's Certificate                                    18
Section 7.04      No Material Adverse Change                               18
Section 7.05      Good Standing                                            18
Section 7.06      Other Items.                                             18

ARTICLE VIII      MISCELLANEOUS                                            19
Section 8.01      Brokers                                                  19
Section 8.02      Governing Law                                            19
Section 8.03      Notices                                                  19
Section 8.04      Attorney's Fees                                          19
Section 8.05      Confidentiality                                          19
Section 8.06      Schedules; Knowledge                                     20
Section 8.07      Third Party Beneficiaries                                20
Section 8.08      Entire Agreement                                         20
Section 8.09      Survival; Termination                                    20
Section 8.10      Counterparts                                             20
Section 8.11      Amendment or Waiver                                      20
EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement"), is
entered into as of this 30th day of April, 2004 (the "Effective Date"), by
and among GATEWAY ENTERTAINMENT GROUP, INC., a New Jersey corporation
("GATEWAY ENTERTAINMENT GROUP"), those persons identified in Exhibit "A",
attached hereto, who are the beneficial owners of one thousand (1,000) shares
of capital stock of GATEWAY ENTERTAINMENT GROUP, which constitutes 100% of
the outstanding securities of GATEWAY ENTERTAINMENT GROUP ("GATEWAY
ENTERTAINMENT GROUP Shareholders"), and RESERVENET, INC., a Delaware
corporation ("RESERVENET") which is a publicly-held company currently subject
to the reporting requirements of Section 12(g) of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act.")

                                 PREMISES

This Agreement provides for the acquisition by RESERVENET of all of the
issued and outstanding shares of GATEWAY ENTERTAINMENT GROUP solely in
exchange for voting shares of RESERVENET, on the terms and conditions
hereinafter provided, all for the purpose of effecting a so-called "tax-free"
reorganization pursuant to Section 368(a)(1)(B) of the Internal Revenue Code
of 1954, as amended.

                                AGREEMENT

NOW THEREFORE, on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits
to the parties to be derived herefrom, it is hereby agreed as follows:

                                ARTICLE I

               REPRESENTATIONS, COVENANTS, AND WARRANTIES
                   OF GATEWAY ENTERTAINMENT GROUP

   As an inducement to, and to obtain the reliance of RESERVENET, GATEWAY
ENTERTAINMENT GROUP represents and warrants as follows:

   Section 1.01  Due Organization and Qualification.  GATEWAY ENTERTAINMENT
GROUP is a corporation duly organized, validly existing, and in good standing
under the laws of New Jersey and is duly authorized and qualified to do
business under all applicable laws, regulations, ordinances and orders of
public authorities and to carry on its business in the places and in the
manner as now conducted. GATEWAY ENTERTAINMENT GROUP has the requisite power
and authority to own, lease and operate its assets and properties and to
carry on its business as such business is currently being conducted.
Schedule 1.01, attached hereto, includes true, complete and correct copies of
the Articles of Incorporation and By-Laws of GATEWAY ENTERTAINMENT GROUP as
in effect on the date hereof.

   Section 1.02  Authorization; Non-Contravention; Approvals.

   (a) GATEWAY ENTERTAINMENT GROUP has the requisite power and authority to
enter into this Agreement.  The board of directors of GATEWAY ENTERTAINMENT
GROUP has authorized the execution, delivery and performance of this
Agreement and has approved the transactions contemplated hereby, and approved
the submission of this Agreement and the transactions contemplated hereby to
the shareholders of GATEWAY ENTERTAINMENT GROUP for their approval with the
recommendation that the reorganization be accepted. No additional corporate
proceedings on the part of GATEWAY ENTERTAINMENT GROUP is necessary to
authorize the execution and delivery of this Agreement and the consummation
by GATEWAY ENTERTAINMENT GROUP of the transactions contemplated hereby.  This
Agreement has been duly and validly executed and delivered by GATEWAY
ENTERTAINMENT GROUP, and assuming due authorization, execution and delivery
hereof by RESERVENET, constitutes a valid and binding agreement of GATEWAY
ENTERTAINMENT GROUP enforceable against it in accordance with its terms.

   (b) The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not, violate or result in a breach of any
provision of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or result in a
right of termination or acceleration under, or result in the creation of any
encumbrance upon any of the properties or assets of GATEWAY ENTERTAINMENT
GROUP under any of the terms, conditions or provisions of (i) the Articles of
Incorporation or Bylaws of GATEWAY ENTERTAINMENT GROUP, (ii) any laws
applicable to GATEWAY ENTERTAINMENT GROUP or any of the properties or assets
of GATEWAY ENTERTAINMENT GROUP, or (iii) any material note, bond, indenture,
mortgage, deed of trust, license, franchise, permit, concession, lease  or
other material instrument, obligation or agreement of any kind to which
GATEWAY ENTERTAINMENT GROUP is now a party or by which any of their
properties or assets may be bound or affected.

   (c) GATEWAY ENTERTAINMENT GROUP has all licenses, franchises, permits, and
other governmental authorizations that are legally required to enable them to
conduct their business in all material respects as conducted on the date
hereof.  Except for compliance with federal and state securities and
corporation laws, as hereinafter provided, no declaration, filing or
registration with, or notice to, or authorization, consent, approval or order
of any governmental authority or third party is necessary for the execution
and delivery of this Agreement by GATEWAY ENTERTAINMENT GROUP or the
consummation by GATEWAY ENTERTAINMENT GROUP of the transactions contemplated
hereby.  Except as set forth in Schedule 1.02(c), attached hereto, none of
the contracts or agreements with material customers or contracts providing
for purchases or services or other material agreements, licenses or permits
to which GATEWAY ENTERTAINMENT GROUP is a party requires notice to, or the
consent or approval of, any third party for the execution and delivery of
this Agreement by GATEWAY ENTERTAINMENT GROUP and the consummation of the
transactions contemplated hereby.

   Section 1.03  Capitalization.  The authorized capitalization of GATEWAY
ENTERTAINMENT GROUP consists of One Thousand  (1,000) shares of capital
stock, $ 0.00 par value per share, of which one thousand (1,000) shares are
currently issued and outstanding.  All of the issued and outstanding shares
of GATEWAY ENTERTAINMENT GROUP are owned beneficially and of record by the
shareholders set forth in Schedule 1.03, attached hereto.  All of the issued
and outstanding shares of GATEWAY ENTERTAINMENT GROUP have been duly
authorized and validly issued, are fully paid and nonassessable, and were
offered, issued, sold and delivered by GATEWAY ENTERTAINMENT GROUP in
compliance with all applicable laws, including, without limitation, those
laws concerning the issuance of securities.  None of such shares were issued
in violation of the pre-emptive rights of any past or present shareholder.
No subscription, option, warrant, call, convertible or exchangeable security,
other conversion right or commitment of any kind exists which obligates
GATEWAY ENTERTAINMENT GROUP to issue any of its outstanding capital stock or
to purchase any capital stock of GATEWAY ENTERTAINMENT GROUP.

   Section 1.04  Subsidiaries and Predecessor Corporations.  Other than as
set forth in Schedule 1.04, attached hereto, GATEWAY ENTERTAINMENT GROUP does
not own, of record or beneficially, or control, directly or indirectly, any
capital stock, securities convertible into or exchangeable for capital stock
of any other equity interest in any corporation, association or other
business entity.  GATEWAY ENTERTAINMENT GROUP is not directly or indirectly a
participant in any joint venture, limited liability company, partnership or
other non-corporate entity.

   Section 1.05  Financial Statements.

   (a) Schedule 1.05(a), attached hereto, includes the unaudited balance
sheet of GATEWAY ENTERTAINMENT GROUP as of March 31, 2004, together with an
unaudited statement of operations and cash flow from inception through March
31, 2004 (to be provided within five days of the Closing Date) of GATEWAY
ENTERTAINMENT GROUP.

   (b) All such financial statements have been prepared in accordance with
generally accepted accounting principles.  The unaudited balance sheet
presents fairly, as of its date, the financial condition of GATEWAY
ENTERTAINMENT GROUP. The statements of income, stockholders' equity, and
changes in financial condition of GATEWAY ENTERTAINMENT GROUP reflect fairly
the information required to be set forth therein by generally accepted
accounting principles.  The books of account of GATEWAY ENTERTAINMENT GROUP
have been kept accurately in all material respects in the ordinary course of
business, the transaction entered therein represent bona fide transactions,
and the revenues, expenses, assets and liabilities of GATEWAY ENTERTAINMENT
GROUP have been properly recorded therein in all material respects.

   Section 1.06  Liabilities and Obligations.  GATEWAY ENTERTAINMENT GROUP
did not have, as of the date of its balance sheet, nor has it incurred since
that date, except as and to the extent reflected or reserved against therein,
any liabilities or obligations (whether absolute, accrued, contingent or
otherwise) of any nature which should be reflected in a balance sheet or the
notes thereto, prepared in accordance with generally accepted accounting
principles.

   Section 1.07  Taxes.  GATEWAY ENTERTAINMENT GROUP has timely filed all
requisite federal, state, local and other tax returns for all fiscal periods
ended on or before the date hereof, and has duly paid in full or made
adequate provision in the financial statements for the payment of all taxes
for all periods ending at or prior to the date hereof.  Schedule 1.07,
attached hereto, includes true and correct copies of the federal income tax
returns of GATEWAY ENTERTAINMENT GROUP filed for the last three years.  To
GATEWAY ENTERTAINMENT GROUP's actual knowledge, there are no examinations in
progress or claims against GATEWAY ENTERTAINMENT GROUP relating to taxes for
any period prior to and including the balance sheet date and no written
notice of any claim for taxes, whether pending or threatened, has been
received.  Each of such income tax returns reflects the taxes due for the
period covered thereby, except for amounts, which in the aggregate, are
immaterial.  GATEWAY ENTERTAINMENT GROUP does not owe any unpaid federal,
state, county, local or other taxes (including any deficiencies, interest or
penalties) through the date hereof, for which GATEWAY ENTERTAINMENT GROUP may
be liable in its own right or as a transferee of the assets of, or as a
successor to, any other corporation or entity.  Furthermore, except as
accruing in the normal course of business, GATEWAY ENTERTAINMENT GROUP does
not owe any accrued and unpaid taxes to date of this Agreement.

   Section 1.08  Absence of Certain Changes or Events.  Since March 31, 2004,
except as set forth in this Agreement or in Schedule 1.08, attached hereto,
GATEWAY ENTERTAINMENT GROUP has conducted its operations in the ordinary
course of business and there has not been:

   (a) any material adverse change in the business, operations, properties,
condition (financial or otherwise), assets, liabilities (contingent or
otherwise), results of operations or prospects of GATEWAY ENTERTAINMENT
GROUP;

   (b) any damage, destruction or loss (whether or not covered by insurance)
materially and adversely affecting the business, operations, properties,
assets or condition of GATEWAY ENTERTAINMENT GROUP;

   (c) any change in the authorized capital stock of GATEWAY ENTERTAINMENT
GROUP or in its outstanding securities or any change in the GATEWAY
ENTERTAINMENT GROUP Shareholders' ownership interests in GATEWAY
ENTERTAINMENT GROUP or any grant of any options, warrants, calls, conversion
rights or commitments;

   (d) any declaration or payment of any dividend or distribution in respect
of the capital stock or any direct or indirect redemption, purchase or other
acquisition of any of the capital stock of GATEWAY ENTERTAINMENT GROUP;

   (e) any increase in the compensation payable or to become payable by
GATEWAY ENTERTAINMENT GROUP, including any increase in any profit sharing,
bonus, deferred compensation, insurance, pension, retirement, or other
employee benefit plan, payment, or arrangement, to any of their respective
officers, directors, employees, consultants or agents, except for ordinary
and customary bonuses and salary increases for employees, which bonuses and
salary increases are set forth in Schedule 1.08(e), attached hereto;

   (f) any significant work interruptions, labor grievances or claims filed;

   (g) except for the Agreement, any sale or transfer, or any agreement to
sell or transfer, any material assets, properties or rights of GATEWAY
ENTERTAINMENT GROUP to any person, including, without limitation, the GATEWAY
ENTERTAINMENT GROUP Shareholders, except assets, properties or rights not
used or useful in its business which, in the aggregate have a value of less
than US $1,000;

   (h) any cancellation, or agreement to cancel, any indebtedness or other
obligation owing to GATEWAY ENTERTAINMENT GROUP, except debts or claims which
in the aggregate are of a value less than US $1,000;
   (i) any increase in the indebtedness of GATEWAY ENTERTAINMENT GROUP, other
than accounts payable incurred in the ordinary course of business or incurred
in connection with the transactions contemplated by this Agreement;

   (j) any plan, agreement or arrangement granting any preferential rights to
purchase or acquire any interest in any of the assets, property or rights of
GATEWAY ENTERTAINMENT GROUP or requiring consent of any party to the transfer
and assignment of such assets, property or rights;

   (k) any purchase or acquisition of, or agreement, plan or arrangement to
purchase or acquire, any property, rights or assets outside of the ordinary
course of GATEWAY ENTERTAINMENT GROUP's business;

   (l) any waiver of any material rights or claims of GATEWAY ENTERTAINMENT
GROUP;

   (m) any material breach, amendment or termination of any material
contract, agreement, permit or other right to which GATEWAY ENTERTAINMENT
GROUP is a party or any of their property is subject;

   (n) any material change in GATEWAY ENTERTAINMENT GROUP's method of
management, operation or accounting; or

   (o) any other material transaction by GATEWAY ENTERTAINMENT GROUP outside
the ordinary course of business.

   Section 1.09  Assets.  GATEWAY ENTERTAINMENT GROUP has good and
indefeasible title to all of its properties, inventory, interests in
properties, and assets, both real and personal, which are reflected in the
most recent unaudited balance sheet or acquired after that date (except
properties, interests in properties, and assets sold or otherwise disposed of
since such date in the ordinary course of business), free and clear of all
liens, pledges, charges, or encumbrances except (a) statutory liens or claims
not yet delinquent; (b) such imperfections of title and easements as do not
and will not materially detract from or interfere with the present or
proposed use of the properties subject thereto or affected thereby or
otherwise materially impair present business operations on such properties;
and (c) as described in Schedule 1.09, attached hereto.  Except as set forth
in Schedule 1.09, attached hereto, GATEWAY ENTERTAINMENT GROUP owns, free and
clear of any liens, claims, encumbrances, royalty interests, or other
restrictions or limitations of any nature whatsoever, any and all products
they are currently manufacturing, including the underlying technology and
data, and all procedures, techniques, marketing plans, business plans,
methods of management, or other information utilized in connection with
GATEWAY ENTERTAINMENT GROUP's business.  Except as set forth in Schedule
1.09, attached hereto, no third party has any right to, and GATEWAY
ENTERTAINMENT GROUP has not received any notice of infringement of or
conflict with asserted rights of others with respect to any product,
technology, data, trade secrets, know-how, proprietary techniques,
trademarks, service marks, trade names or copyrights which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding,
would have a materially adverse affect on the business, operations, financial
condition, income or business prospects of GATEWAY ENTERTAINMENT GROUP or any
material portion of their properties, assets, or rights.

   Section 1.10  Litigation and Compliance with Law.  Except as included or
described in Schedule 1.10, attached hereto, there are no claims, actions,
suits, proceedings or investigations pending or, to the knowledge of GATEWAY
ENTERTAINMENT GROUP, threatened against or affecting GATEWAY ENTERTAINMENT
GROUP, at law or in equity, or before or by any court or other governmental
agency or instrumentality, domestic or foreign, or before any arbitrator of
any kind.  No written notice of any claim, action, suit, proceeding or
investigation, whether pending or threatened, has been received by GATEWAY
ENTERTAINMENT GROUP and, to GATEWAY ENTERTAINMENT GROUP's knowledge, there is
no basis therefore.  GATEWAY ENTERTAINMENT GROUP does not have any knowledge
of any default on their part with respect to any judgment, order, writ,
injunction, decree, award, rule, or regulation of any court, arbitrator, or
governmental agency or instrumentality or of any circumstances, which after
reasonable investigation, would result in the discovery of such a default.
GATEWAY ENTERTAINMENT GROUP has conducted and is conducting its business in
compliance with all laws applicable to them, their assets or the operation of
their business, except to the extent that noncompliance would not materially
and adversely affect the business, operations, assets or condition of GATEWAY
ENTERTAINMENT GROUP or except to the extent that noncompliance would not
result in the incurrence of any material liability for GATEWAY ENTERTAINMENT
GROUP.

   Section 1.11  Material Contracts.

   (a) Except as included or described in Schedule 1.11, attached hereto,
there are no material contracts, agreements, franchises, license agreements
or other commitments to which GATEWAY ENTERTAINMENT GROUP is a party or by
which they or any of their assets, products, technology or properties are
bound;

   (b) All contracts, agreements, franchises, license agreements and other
commitments to which GATEWAY ENTERTAINMENT GROUP is a party, or by which its
properties are bound, and which are material to the operations of GATEWAY
ENTERTAINMENT GROUP taken as a whole are valid and enforceable by GATEWAY
ENTERTAINMENT GROUP in all respects, except as limited by bankruptcy and
insolvency laws and by other laws affecting the rights of creditors
generally;

   (c) GATEWAY ENTERTAINMENT GROUP is not a party to or bound by, and the
properties of GATEWAY ENTERTAINMENT GROUP are not subject to, any contract,
agreement other commitment or instrument; any charter or other corporate
restriction; or any judgment, order, writ, injunction, decree or award which
materially and adversely affects, or in the future may be foreseeable to
materially and adversely affect, the business, operations, properties, assets
or condition of GATEWAY ENTERTAINMENT GROUP; and

   (d) Except as included or described in Schedule 1.11, attached hereto, or
reflected in the most recent balance sheet, GATEWAY ENTERTAINMENT GROUP is
not a party to any oral or written (i) agreement, contract or indenture
relating to the borrowing of money; (ii) guaranty of any obligation, other
than one on which GATEWAY ENTERTAINMENT GROUP is a primary obligor, for the
borrowing of money or otherwise, excluding endorsements made for collection
and other guaranties of obligations, which, in the aggregate do not exceed
more than one year or providing for payments in excess of US $1,000 in the
aggregate; or (iii) contract, agreement or other commitment involving
payments by it of more than US $1,000 in the aggregate.
   Section 1.12  Material Contract Defaults.  GATEWAY ENTERTAINMENT GROUP is
not in default in any material respect under the terms of any outstanding
contract, agreement, lease or other commitment which is material to the
business, operations, properties, assets or condition of GATEWAY
ENTERTAINMENT GROUP, and there is no event of default in any material respect
under any such contract, agreement, lease, or other commitment in respect of
which GATEWAY ENTERTAINMENT GROUP has not taken adequate steps to prevent
such a default from occurring.

   Section 1.13 Labor and Employee Relations.  GATEWAY ENTERTAINMENT GROUP is
not bound by or subject to any oral or written (i) contract for the
employment of any officer or employee; (ii) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension benefit or retirement
plan, agreement, or arrangement covered by Title IV of the Employee
Retirement Income Security Act, as amended ("ERISA");  (iii) collective
bargaining agreement; or (iv) agreement with any present or former officer or
director of GATEWAY ENTERTAINMENT GROUP.  There is no pending or, to GATEWAY
ENTERTAINMENT GROUP's knowledge, threatened labor dispute involving GATEWAY
ENTERTAINMENT GROUP and any group of its employees nor has GATEWAY
ENTERTAINMENT GROUP experienced any significant labor interruptions over the
past five years.  GATEWAY ENTERTAINMENT GROUP is not bound by or subject to
any arrangement with any labor union.  No employees of GATEWAY ENTERTAINMENT
GROUP are represented by any labor union or covered by any collective
bargaining agreement nor, to GATEWAY ENTERTAINMENT GROUP's knowledge, is any
campaign to establish such representation in progress.  GATEWAY ENTERTAINMENT
GROUP has no knowledge of any significant issues or problems in connection
with the relationship with its employees.

   Section 1.14 Insurance.  Each and every of the insurable properties of
GATEWAY ENTERTAINMENT GROUP is insured for its full replacement value against
all risks customarily insured against by persons operating similar properties
in localities where such properties are located and under valid and
enforceable policies by insurers of recognized responsibility.  Such policy
or policies containing substantially equivalent coverage will be outstanding
on the date of consummation of the transactions contemplated by this
Agreement.

   Section 1.15  Material Transactions or Affiliations.  Set forth in
Schedule 1.15, attached hereto, is a description of every material contract,
agreement, or arrangement between GATEWAY ENTERTAINMENT GROUP and any
predecessor and any person who was at the time of such contract, agreement,
or arrangement an officer, director, or person owning of record, or known by
GATEWAY ENTERTAINMENT GROUP to own beneficially, five percent (5%) or more of
the issued and outstanding capital stock of GATEWAY ENTERTAINMENT GROUP and
which is to be performed in whole or in part after the date hereof or which
was entered into not more than three years prior to the date hereof.  In all
of such transactions, the amount paid or received, whether in cash, in
services, or in kind, is, had been during the full term thereof, and is
required to be during the unexpired portion of the term thereof, no less
favorable to GATEWAY ENTERTAINMENT GROUP than terms available from otherwise
unrelated parties in arm's length transactions.  Except as disclosed in
Schedule 1.15, attached hereto, or otherwise disclosed herein, no officer,
director, or five percent (5%) shareholder of GATEWAY ENTERTAINMENT GROUP has
had any interest, direct or indirect, in any material transaction with
GATEWAY ENTERTAINMENT GROUP.  There are no commitments by GATEWAY
ENTERTAINMENT GROUP, whether written or oral, to lend any funds to, borrow
any money from, or enter into any other material transaction with, any such
affiliated person.

   Section 1.16  GATEWAY ENTERTAINMENT GROUP Schedules.  GATEWAY
ENTERTAINMENT GROUP has delivered to RESERVENET as a part of this Agreement
the following additional schedules, all certified by the president of GATEWAY
ENTERTAINMENT GROUP as complete, true, and correct:

   (a) Schedule 1.16(a), attached hereto, containing a description of all
real property owned by GATEWAY ENTERTAINMENT GROUP, together with a
description of every mortgage, deed of trust, pledge, lien, agreement,
encumbrance, claim, or equity interest of any nature whatsoever in such real
property;

   (b) Schedule 1.16(b), attached hereto, listing the accounts receivable and
notes and other obligations receivable of GATEWAY ENTERTAINMENT GROUP as of
March 31, 2004, or that arose thereafter other than in the ordinary course of
business of GATEWAY ENTERTAINMENT GROUP, indicating the debtor and amount,
and classifying the accounts to show in reasonable detail the length of time,
if any, overdue, and stating the nature and amount of any refunds, set offs,
reimbursements, discounts, or other adjustments which are in the aggregate
material and due to or claimed by such creditor;

   (c) Schedule 1.16(c), attached hereto, listing the accounts payable and
notes and other obligations payable of GATEWAY ENTERTAINMENT GROUP as of
March 31, 2004, or that arose thereafter other than in the ordinary course of
the business of GATEWAY ENTERTAINMENT GROUP, indicating the creditor and
amount, classifying the accounts to show in reasonable detail the length of
time, if any, overdue, and stating the nature and amount of any refunds, set-
offs, reimbursements, discounts, or other adjustments, which in the aggregate
are material and due or payable to GATEWAY ENTERTAINMENT GROUP respecting
such obligations;

   (d) Schedule 1.16(d), attached hereto, containing a copy of the board of
directors' and shareholders' minutes of GATEWAY ENTERTAINMENT GROUP since
inception.

   Section 1.17  Disclosure.  The information set forth in this Agreement and
in the Schedules attached hereto is complete and accurate in all material
respects and does not contain any untrue statement of a material fact or omit
to state a material fact required to make the statements made, in light of
the circumstances under which they were made, not misleading.

                                ARTICLE II

                REPRESENTATIONS, COVENANTS, AND WARRANTIES
             OF THE GATEWAY ENTERTAINMENT GROUP SHAREHOLDERS

As an inducement to, and to obtain reliance of RESERVENET, each GATEWAY
ENTERTAINMENT GROUP Shareholder hereby represents and warrants with respect
to itself that it is the legal and beneficial owner of the number of GATEWAY
ENTERTAINMENT GROUP shares set forth opposite its name at the foot of this
agreement, free and clear of any claims, charges, equities, liens, security
interests, and encumbrances whatsoever, and each such shareholder has full
right, power, and authority to transfer, assign, convey, and deliver its
GATEWAY ENTERTAINMENT GROUP shares; and delivery of such shares at the
closing will convey to RESERVENET good and marketable title to such shares
free and clear of any claims, charges, equities, liens, security interests,
and encumbrances whatsoever.

                                   ARTICLE III

                  REPRESENTATIONS, COVENANTS, AND WARRANTIES
                                  OF RESERVENET

As an inducement to, and to obtain the reliance of GATEWAY ENTERTAINMENT
GROUP and the GATEWAY ENTERTAINMENT GROUP Shareholders, RESERVENET represents
and warrants as follows:

   Section 3.01  Due Organization and Qualification.  RESERVENET is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware and is duly authorized and qualified to do
business under all applicable laws, regulations, ordinances and orders of
public authorities and to carry on its business in the places and in the
manner as now conducted. RESERVENET has the requisite power and authority to
own, lease and operate its assets and properties and to carry on its business
as such business is currently being conducted.  Schedule 3.01, attached
hereto, includes true, complete and correct copies of the Articles of
Incorporation (as amended) and Bylaws (as amended) of RESERVENET as in effect
on the date hereof.

   Section 3.02  Authorization; Non-Contravention; Approvals.

  (a) RESERVENET has the requisite power and authority to enter into this
Agreement.  The board of directors of RESERVENET has authorized the
execution, delivery and performance of this Agreement and has approved the
transactions contemplated hereby.  No additional corporate proceedings on the
part of RESERVENET is necessary to authorize the execution and delivery of
this Agreement and the consummation by RESERVENET of the transactions
contemplated hereby.  This Agreement has been duly and validly executed and
delivered by RESERVENET, and, assuming due authorization, execution and
delivery hereof by GATEWAY ENTERTAINMENT GROUP and the GATEWAY ENTERTAINMENT
GROUP Shareholders, constitutes a valid and binding agreement of RESERVENET,
enforceable against each of them in accordance with its terms

   (b) The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not, violate or result in a breach of any
provision of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or result in a
right of termination or acceleration under, or result in the creation of any
encumbrance upon any of the properties or assets of RESERVENET under any of
the terms, conditions or provisions of (i) the Articles of Incorporation or
Bylaws, (ii) any laws applicable to RESERVENET or any of the properties or
assets of RESERVENET, or (iii) any material note, bond, indenture, mortgage,
deed of trust, license, franchise, permit, concession, lease  or other
material instrument, obligation or agreement of any kind to which RESERVENET
is now a party or by which any of its properties or assets may be bound or
affected.

   Section 3.03  Capitalization.  The authorized capitalization of RESERVENET
consists of One Hundred Million (100,000,000) shares of common stock, US
$0.0001 par value per share, of which One Million Nine Hundred Thousand
(1,900,000) shares are currently issued and outstanding.  All of the issued
and outstanding shares of RESERVENET are owned beneficially and of record by
the shareholders set forth in Schedule 3.03, attached hereto.  All of the
issued and outstanding shares of RESERVENET have been duly authorized and
validly issued, are fully paid and non-assessable, and were offered, issued,
sold and delivered by RESERVENET in compliance with all applicable laws,
including, without limitation, those laws concerning the issuance of
securities.  None of such shares were issued in violation of the pre-emptive
rights of any past or present shareholder.  No subscription, option, warrant,
call, convertible or exchangeable security, other conversion right or
commitment of any kind exists which obligates RESERVENET to issue any of its
outstanding capital stock or to purchase any capital stock of RESERVENET.

   Section 3.04  Subsidiaries and Predecessor Corporations.  RESERVENET does
not own, of record or beneficially, or control, directly or indirectly, any
capital stock, securities convertible into or exchangeable for capital stock
of any other equity interest in any corporation, association or other
business entity.  RESERVENET is not, directly or indirectly, a participant in
any joint venture, limited liability company, partnership or other
noncorporate entity.

   Section 3.05  Financial Statements.

   (a) Schedule 3.05(a), attached hereto, includes the audited balance sheet
of RESERVENET as of December 31, 2003, together with an audited statement of
operations and cash flow for the fiscal year ended December 31, 2003.

   (b) Schedule 3.05(b), attached hereto, includes the unaudited balance
sheet of RESERVENET as of the Effective Date of this Agreement, together with
an unaudited statement of operations and cash flow for the current fiscal
year as of the Effective Date of this Agreement.

   (c) All such financial statements have been prepared in accordance with
generally accepted accounting principles.  The audited balance sheet presents
fairly, as of its date, the financial condition of RESERVENET. The statements
of income, stockholders' equity, and changes in financial condition reflect
fairly the information required to be set forth therein by generally accepted
accounting principles.  The books of account of RESERVENET have been kept
accurately in all material respects in the ordinary course of business, the
transaction entered therein represent bona fide transactions, and the
revenues, expenses, assets and liabilities of RESERVENET have been properly
recorded therein in all material respects.

   Section 3.06 Liabilities and Obligations.  RESERVENET did not have, as of
the date of such balance sheet, nor has incurred since that date, except as
and to the extent reflected or reserved against therein, any liabilities or
obligations (whether absolute, accrued, contingent or otherwise) of any
nature which should be reflected in a balance sheet or the notes thereto,
prepared in accordance with generally accepted accounting principles.

   Section 3.07 Taxes.  RESERVENET has timely filed all requisite federal,
state, local and other tax returns for all fiscal periods ended on or before
the date hereof, and has duly paid in full or made adequate provision in the
financial statements for the payment of all taxes for all periods ending at
or prior to the date hereof.  Schedule 3.07, attached hereto, includes true
and correct copies of the federal income tax returns of RESERVENET filed
since its date of inception.  There are no examinations in progress or claims
against RESERVENET relating to taxes for any period prior to and including
the balance sheet date and no written notice of any claim for taxes, whether
pending or threatened, has been received.  Each of such income tax returns
reflects the taxes due for the period covered thereby, except for amounts
which, in the aggregate, are immaterial.  RESERVENET does not owe any unpaid
federal, state, county, local, or other taxes (including any deficiencies,
interest, or penalties) through the date hereof, for which RESERVENET may be
liable in its own right or as a transferee of the assets of, or as a
successor to, any other corporation or entity.  Furthermore, except as
accruing in the normal course of business, RESERVENET does not owe any
accrued and unpaid taxes to date of this Agreement.

   Section 3.08 Absence of Certain Changes or Events.  Since December 31,
2003, except as set forth in this Agreement or in Schedule 3.08, attached
hereto, RESERVENET has conducted its operations in the ordinary course of
business and there has not been:

   (a) any material adverse change in the business, operations, properties,
condition (financial or otherwise), assets, liabilities (contingent or
otherwise), results of operations or prospects of RESERVENET;

   (b) any damage, destruction, or loss (whether or not covered by insurance)
materially adversely affecting the business, operations, properties, assets
or condition of RESERVENET;

   (c) any change in the authorized capital stock of RESERVENET or in its
outstanding securities or any change in the shareholders' ownership interests
in RESERVENET or any grant of any options, warrants, calls, conversion rights
or commitments;

   (d) any declaration or payment of any dividend or distribution in respect
of the capital stock or any direct or indirect redemption, purchase or other
acquisition of any of the capital stock of RESERVENET;

   (e) any increase in the compensation payable or to become payable by
RESERVENET, including any increase in any profit sharing, bonus, deferred
compensation, insurance, pension, retirement, or other employee benefit plan,
payment, or arrangement, to any of its respective officers, directors,
employees, consultants or agents, except for ordinary and customary bonuses
and salary increases for employees in accordance with past practice, which
bonuses and salary increases are set forth in Schedule 3.08(e), attached
hereto;

   (f) any significant work interruptions, labor grievances or claims filed;

   (g) except for the Agreement, any sale or transfer, or any agreement to
sell or transfer, any material assets, properties or rights of RESERVENET to
any person, including, without limitation, the RESERVENET shareholders,
except assets, properties or rights no used or useful in its business which,
in the aggregate have a value of less than US $1,000;

   (h) any cancellation, or agreement to cancel, any indebtedness or other
obligation owing to RESERVENET, except debts or claims which in the aggregate
are of a value less than US $1,000;

   (i) any increase in the indebtedness of RESERVENET, other than accounts
payable incurred in the ordinary course of business, consistent with past
practices or incurred in connection with the transactions contemplated by
this Agreement;

   (j) any plan, agreement, arrangement granting any preferential rights to
purchase or acquire any interest in any of the assets, property or rights of
RESERVENET or requiring consent of any party to the transfer and assignment
of such assets, property or rights;

   (k) any purchase or acquisition of, or agreement, plan or arrangement to
purchase or acquire, any property, rights or assets outside of the ordinary
course of any of RESERVENET's business;

   (l) any waiver of any material rights or claims of RESERVENET;

   (m) any material breach, amendment or termination of any material
contract, agreement, permit or other right to which RESERVENET is a party or
any of its property is subject;

   (n) any material change in RESERVENET's method of management, operation or
accounting;

   (o) any other material transaction by RESERVENET outside the ordinary
course of business.

   Section 3.09 Assets.  RESERVENET has good and indefeasible title to all of
its properties, inventory, interests in properties, and assets, both real and
personal, which are reflected in the most recent audited balance sheet or
acquired after that date (except properties, interests in properties, and
assets sold or otherwise disposed of since such date in the ordinary course
of business), free and clear of all liens, pledges, charges, or encumbrances
except (a) statutory liens or claims not yet delinquent; (b) such
imperfections of title and easements as do not and will not materially
detract from or interfere with the present or proposed use of the properties
subject thereto or affected thereby or otherwise materially impair present
business operations on such properties; and (c) as described in Schedule
3.09, attached hereto.  Except as set forth in Schedule 3.09, attached
hereto, RESERVENET owns, free and clear of any liens, claims, encumbrances,
royalty interests, or other restrictions or limitations of any nature
whatsoever, any and all products it is currently manufacturing, including the
underlying technology and data, and all procedures, techniques, marketing
plans, business plans, methods of management, or other information utilized
in connection with RESERVENET business.  Except as set forth in Schedule
3.09, attached hereto, no third party has any right to, and RESERVENET has
not received any notice of infringement of or conflict with asserted rights
of others with respect to any product, technology, data, trade secrets, know-
how, proprietary techniques, trademarks, service marks, trade names, or
copyrights which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling, or finding, would have a materially adverse
affect on the business, operations, financial condition, income, or business
prospects of RESERVENET or any material portion of its properties, assets, or
rights.

   Section 3.10 Litigation and Compliance with Law.  There are no claims,
actions, suits, proceedings or investigations pending or, to the knowledge of
RESERVENET, threatened against or affecting RESERVENET, at law or in equity,
or before or by any court or other governmental agency or instrumentality,
domestic or foreign, or before any arbitrator of any kind.  No written notice
of any claim, action, suit, proceeding or investigation, whether pending or
threatened, has been received by RESERVENET and, to RESERVENET's knowledge,
there is no basis therefore.  RESERVENET does not have any knowledge of any
default on its part with respect to any judgment, order, writ, injunction,
decree, award, rule, or regulation of any court, arbitrator, or governmental
agency or instrumentality or of any circumstances, which after reasonable
investigation would result in the discovery of such a default.  RESERVENET
has conducted and is conducting its business in compliance with all laws
applicable to it, it assets or the operation of its business, except to the
extent that noncompliance would not materially and adversely affect the
business, operations, assets or condition of RESERVENET or except to the
extent that noncompliance would not result in the incurrence of any material
liability for RESERVENET.

   Section 3.11  Material Contracts. Except for this Agreement, RESERVENET
has not entered into any material contract with any other party.

   Section 3.12 Labor and Employee Relations.  RESERVENET does not have any
employees.

   Section 3.13 Schedules.  RESERVENET has delivered to GATEWAY ENTERTAINMENT
GROUP as a part of this Agreement the following additional schedules, all
certified by the chief executive officer of RESERVENET as complete, true, and
correct:

   (a) Schedule 3.13(a), attached hereto, containing a statement of cash on
hand;

   (b) Schedule 3.13(b), attached hereto, listing the accounts payable and
notes and other obligations payable of RESERVENET as of December 31, 2003, or
that arose thereafter other than in the ordinary course of the business of
RESERVENET, indicating the creditor and amount, classifying the accounts to
show in reasonable detail the length of time, if any, overdue, and stating
the nature and amount of any refunds, set-offs, reimbursements, discounts, or
other adjustments, which in the aggregate are material and due or payable to
RESERVENET respecting such obligations;

   (c) Schedule 3.13(c), attached hereto, containing a copy of the board of
directors' minutes approving the transaction associated with this Agreement.

   Section 3.14  Shareholders' Equity.  At or prior to Closing, there shall
be no liabilities.\

                                 ARTICLE IV

                              PLAN OF EXCHANGE

   Section 4.01  The Exchange.  On the terms and subject to the conditions
set forth in this Agreement, on the Closing Date (as defined in Section
4.03), each of the GATEWAY ENTERTAINMENT GROUP Shareholders hereby agrees to
assign, transfer, and deliver to RESERVENET, free and clear of all liens,
pledges, encumbrances, charges, restrictions, or known claims of any kind,
nature, or description, the number of shares of capital stock of GATEWAY
ENTERTAINMENT GROUP set after his signature at the foot of this Agreement, in
the aggregate constituting all of the issued and outstanding shares of
capital stock of GATEWAY ENTERTAINMENT GROUP, or 1,000 (One Thousand) shares,
and RESERVENET agrees to acquire such shares on such date by issuing and
delivering in exchange therefore solely shares of RESERVENET restricted
common stock, par value US $0.0001 per share, in the amount of 26,000 (Twenty
Six Thousand) shares of RESERVENET for each outstanding share of GATEWAY
ENTERTAINMENT GROUP, or an aggregate amount of 26,000,000 (Twenty Six
Million) shares of RESERVENET common stock, or approximately 33% (Thirty
Three Percent) of the then outstanding shares of RESERVENET common stock (the
"Exchanged RESERVENET Stock").  At the Closing, each of the GATEWAY
ENTERTAINMENT GROUP Shareholders shall, on surrender of his certificate or
certificates representing such GATEWAY ENTERTAINMENT GROUP shares to the
registrar and transfer agent, be entitled to receive a certificate or
certificates evidencing shares of the Exchanged RESERVENET Stock as provided
herein.  Upon the consummation of the transaction contemplated herein, all
shares of capital stock of GATEWAY ENTERTAINMENT GROUP shall be held by
RESERVENET.

   Section 4.02  Appointment of New Directors.  In connection with the
Closing of the transactions contemplated by this Agreement, the existing
director of RESERVENET shall expand the Board to three and shall appoint
Lawrence Smith and Stephen Lasser as directors to fill the vacancies created
thereby, to serve until the next annual stockholders' meeting of RESERVENET
and their successors shall have been elected and qualified.

   Section 4.03  Closing.  The closing ("Closing") of the transactions
contemplated by this Agreement shall be on a date and at such time as the
parties may agree ("Closing Date"), within the ten-day period commencing with
the last to occur of the following:  the effective date of this Agreement,
the finalization of the schedules to this Agreement, or such date as may be
prescribed by any federal or state regulatory agency or authority prior to
which the transactions contemplated hereby may not be effectuated.

   Section 4.04  Closing Events.  At the Closing, each of the respective
parties hereto shall execute, acknowledge, and deliver (or shall cause to be
executed, acknowledged, and delivered) any and all certificates, opinions,
financial statements, schedules, agreements, resolutions, rulings, or other
instruments required by this Agreement to be so delivered at or prior to the
Closing, together with such other items as may be reasonably requested by the
parties hereto and their respective legal counsel in order to effectuate or
evidence the transactions contemplated hereby.

                                   ARTICLE V

                               SPECIAL COVENANTS

   Section 5.01  Access to Properties and Records.  RESERVENET and GATEWAY
ENTERTAINMENT GROUP will each afford to the officers and authorized
representatives of the other full access to the properties, books, and
records of each other as the case may be, in order that each may have full
opportunity to make such reasonable investigation as it shall desire to make
of the affairs of the other, and each will furnish the other with such
additional financial and operating data and other information as to the
business and properties of each other, as the case may be, as the other shall
from time to time reasonably request.

   Section 5.02  Delivery of Books and Records.  At the Closing, each company
shall deliver each other the originals of the corporate minute books, books
of account, contracts, records, and all other books or documents now in each
company's possession or its representatives.

   Section 5.03  Special Covenants and Representations Regarding the
Exchanged Stock.  The consummation of this Agreement and the transactions
herein contemplated, including the issuance of the Exchanged RESERVENET Stock
to the shareholders of GATEWAY ENTERTAINMENT GROUP as contemplated hereby,
constitutes the offer and sale of securities under the Securities Act and
applicable state statutes.  Such transaction shall be consummated in reliance
on exemptions from the registration and prospectus delivery requirements of
such statutes, which depend, inter alia, upon the circumstances under which
the GATEWAY ENTERTAINMENT GROUP Shareholders acquire such securities.  In
connection with reliance upon exemptions from the registration and prospectus
delivery requirements for such transactions, at the Closing the GATEWAY
ENTERTAINMENT GROUP Shareholders shall deliver to RESERVENET letters of
representation in the form attached hereto as Schedule 5.03 attached hereto.

   Section 5.04  Third Party Consents and Certificates.  RESERVENET and
GATEWAY ENTERTAINMENT GROUP agree to cooperate with each other in order to
obtain any required third party consents to this Agreement and the
transactions herein and therein contemplated.

   Section 5.05  Actions Prior to Closing.

   (a) From and after the date of this Agreement until the Closing Date and
except as set forth in the Agreement or Schedules attached hereto or as
permitted or contemplated by this Agreement, RESERVENET and GATEWAY
ENTERTAINMENT GROUP respectively, will each:

   1) carry on its business in substantially the same manner as it has
heretofore;

   2) maintain and keep its properties in states of good repair and condition
as at present, except for depreciation due to ordinary wear and tear and
damage due to casualty;

   3) maintain in full force and effect insurance comparable in amount and in
scope of coverage to that now maintained by it;

   4) perform in all material respects all of its obligation under material
contracts, leases, and instruments relating to or affecting its assets,
properties, and business;

   5) use its best efforts to maintain and preserve its business organization
intact, to retain its key employees, and to maintain its relationship with
its material suppliers and customers; and

   6) fully comply with and perform in all material respects all obligations
and duties imposed on it by all federal and state laws and all rules,
regulations, and orders imposed by federal or state governmental authorities.

   (b) From and after the date of this Agreement until the Closing Date,
except as directed by this Agreement, neither RESERVENET nor GATEWAY
ENTERTAINMENT GROUP will:

   1) make any change in its Articles of Incorporation or Bylaws;

   2) take any action described in Section 1.08 in the case of GATEWAY
ENTERTAINMENT GROUP, or in Section 3.08, in the case of RESERVENET (except as
permitted therein or as disclosed in the applicable party's schedules); or

   3) enter into or amend any contract, agreement, or other instrument of any
of the types described in such party's schedules, except that a party may
enter into or amend any contract, agreement, or other instrument in the
ordinary course of business involving the sale of goods or services.

   Section 5.06  Press Release.  RESERVENET and GATEWAY ENTERTAINMENT GROUP
shall consult with each other as to the form and substance of any press
release or other public disclosure of matters related to this Agreement or
any of the transactions contemplated hereby; provided, however, that nothing
herein shall be deemed to prohibit any party hereto from making any
disclosure that is required to fulfill such party's disclosure obligations
imposed by law, including, without limitation, federal securities laws.

   Section 5.07 Indemnification.

   (a) GATEWAY ENTERTAINMENT GROUP hereby agrees to indemnify RESERVENET, and
each of the officers, agents and directors of RESERVENET as of the date of
execution of this Agreement against any loss, liability, claim, damage, or
expense (including, but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing, or defending against any
litigation, commenced or threatened, or any claim whatsoever), to which it or
they may become subject arising out of or based on any inaccuracy appearing
in or misrepresentation made under Article I of this Agreement.  The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement.  Indemnification shall include the right of the indemnified party
to set-off with prior notice.

   (b) RESERVENET hereby agree to indemnify GATEWAY ENTERTAINMENT GROUP, the
GATEWAY ENTERTAINMENT GROUP Shareholders, and each of the officers, agents
and directors of GATEWAY ENTERTAINMENT GROUP as of the date of execution of
this Agreement against any loss, liability, claim, damage, or expense
(including, but not limited to, any and all expense whatsoever reasonably
incurred in investigating, preparing, or defending against any litigation,
commenced or threatened, or any claim whatsoever), to which it or they may
become subject arising out of or based on any inaccuracy appearing in or
misrepresentation made under Article III of this Agreement.  The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement.  Indemnification shall include the right of the indemnified party
to set-off with prior notice.

   Section 5.08 Gateway Entertainment Shareholder Non-Compete Agreements.
The GATEWAY ENTERTAINMENT SHAREHOLDERS shall each sign a Confidentiality and
Non-Compete Agreement in a form satisfactory to RESERVENET.

                                 ARTICLE VI

     CONDITIONS PRECEDENT TO OBLIGATIONS OF GATEWAY ENTERTAINMENT GROUP
             AND THE GATEWAY ENTERTAINMENT GROUP SHAREHOLDERS

   The obligations of GATEWAY ENTERTAINMENT GROUP and the GATEWAY
ENTERTAINMENT GROUP Shareholders under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:

   Section 6.01  Accuracy of Representations.  The representations and
warranties made by RESERVENET in this Agreement were true when made and shall
be true at the Closing Date with the same force and effect as if such
representations and warranties were made at and as of the Closing Date
(except for changes therein permitted by this Agreement), and RESERVENET
shall have performed or complied with all covenants and conditions required
by this Agreement to be performed or complied with by RESERVENET prior to or
at the Closing.  GATEWAY ENTERTAINMENT GROUP shall be furnished with a
certificate, signed by a duly authorized executive officer of RESERVENET and
dated the Closing Date, to the foregoing effect.

   Section 6.02  Litigation Certificates.  GATEWAY ENTERTAINMENT GROUP shall
have been furnished with a certificate dated the Closing Date and signed by a
duly authorized executive officer of RESERVENET to the effect that no
litigation, proceeding, investigation, or inquiry is pending or, to the
knowledge of RESERVENET threatened, which might result in an action to enjoin
or prevent the consummation of the transactions contemplated by this
Agreement.

   Section 6.03  No Material Adverse Change.  Prior to the Closing Date,
there shall not have occurred any material adverse change in the financial
condition, business, or operations of RESERVENET nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause or
create any material adverse change in the financial condition, business, or
operations of RESERVENET.

   Section 6.04  Good Standing.  GATEWAY ENTERTAINMENT GROUP shall have
received a certificate of good standing from the Secretary of State of the
state of Delaware or other appropriate office, dated as of a date within ten
days prior to the Closing Date certifying that RESERVENET is in good standing
as a corporation in the state of Delaware and has filed all tax returns
required to have been filed by it to date and has paid all taxes reported as
due thereon.

   Section 6.05  Board of Directors Approval.  The Board of Directors of
RESERVENET shall have approved this Agreement, the transactions contemplated
hereby, and the other matters described in Section 4.01.

   Section 6.06  Other Items.

   (a) RESERVENET shall have received Uniform Commercial Code certificates
from the appropriate state of local authority or agency for each county and
state in which any personal property of RESERVENET with a value in excess US
$1,000 is situated, dated as of the Closing Date, to the effect that there
are no liens on such personal property, other than those disclosed in
Schedule 6.06(a) attached hereto.

   (b) Daniel Regidor, the sole director of RESERVENET, shall have entered
into an agreement with GATEWAY ENTERTAINMENT GROUP, in a form satisfactory to
GATEWAY ENTERTAINMENT GROUP, whereby within ten (10) days following the
Close, Mr. Regidor shall present the current ReserveNet business plan to the
other Board members for review.  The agreement shall provide in general that
in the event the Board approves continuing the ReserveNet plan, Mr. Regidor
shall be offered extended employment with the firm, pursuant with the
policies then in effect; that the equity participation retained by Mr.
Regidor would be contingent on the relative value of the business opportunity
as determined in the sole discretion of the Board; and, should the Board not
accept the plan, Mr. Regidor shall resign from the Board, effective
immediately, and cancel all his share ownership in entirety.

   (c) GATEWAY ENTERTAINMENT GROUP and the GATEWAY ENTERTAINMENT GROUP
shareholders shall have received from counsel to RESERVENET, a legal opinion
addressed to GATEWAY ENTERTAINMENT GROUP and the GATEWAY ENTERTAINMENT GROUP
shareholders, dated as of the Closing Date in substantially the form attached
hereto as Exhibit "B".

   (d) GATEWAY ENTERTAINMENT GROUP shall have received such further
documents, certificates, or instruments relating to the transactions
contemplated hereby as GATEWAY ENTERTAINMENT GROUP may reasonably request.

   (e) REGIDOR shall prior to Close cancel all but 600,000 of his currently
held (pre-forward split) RESERVENET common shares by signing a Share
Cancellation Agreement in a form satisfactory to GATEWAY ENTERTAINMENT GROUP.

   (f) RESERVENET shall prior to Close cause to take effect a 48:1 forward-
split of the common shares of RESERVENET.

                                ARTICLE VII

            CONDITIONS PRECEDENT TO OBLIGATIONS OF RESERVENET
The obligations of RESERVENET under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:

   Section 7.01  Accuracy of Representations.  The representations and
warranties made by GATEWAY ENTERTAINMENT GROUP and the GATEWAY ENTERTAINMENT
GROUP Shareholders in this Agreement were true when made and shall be true as
of the Closing Date (except for changes therein permitted by this Agreement)
with the same force and effect as if such representations and warranties were
made at and as of the Closing Date, and GATEWAY ENTERTAINMENT GROUP and the
GATEWAY ENTERTAINMENT GROUP Shareholders shall have performed and complied
with all covenants and conditions required by this Agreement to be performed
or complied with by GATEWAY ENTERTAINMENT GROUP and the GATEWAY ENTERTAINMENT
GROUP Shareholders prior to or at the Closing.  RESERVENET shall have been
furnished with a certificate, signed by a duly authorized executive officer
of GATEWAY ENTERTAINMENT GROUP and dated the Closing Date, to the foregoing
effect.

   Section 7.02  Stockholder Approval.  The stockholders of GATEWAY
ENTERTAINMENT GROUP shall have approved this Agreement, the transactions
contemplated hereby, and the other matters described in Section 4.01.

   Section 7.03  Officer's Certificate.  RESERVENET shall have been furnished
with a certificate dated the Closing Date and signed by a duly authorized
executive officer of GATEWAY ENTERTAINMENT GROUP to the effect that no
litigation, proceeding, investigation, or inquiry is pending or, to the best
knowledge of GATEWAY ENTERTAINMENT GROUP threatened, which might result in an
action to enjoin or prevent the consummation of the transactions contemplated
by this Agreement.

   Section 7.04  No Material Adverse Change.  Prior to the Closing Date,
there shall not have occurred any material adverse change in the financial
condition, business, or operations of GATEWAY ENTERTAINMENT GROUP nor shall
any event have occurred which, with the lapse of time or the giving of
notice, may cause or create any material adverse change in the financial
condition, business, or operations of GATEWAY ENTERTAINMENT GROUP.

   Section 7.05  Good Standing.  RESERVENET shall have received a certificate
of good standing from the State of New Jersey or other appropriate office,
dated as of a date within ten days prior to the Closing Date certifying that
GATEWAY ENTERTAINMENT GROUP is in good standing as a corporation in New
Jersey and has filed all tax returns required to have been filed by it to
date and has paid all taxes reported as due thereon.

   Section 7.06  Other Items.

   (a) RESERVENET shall have received Uniform Commercial Code certificates
from the appropriate state of local authority or agency for each county and
state in which any personal property of GATEWAY ENTERTAINMENT GROUP with a
value in excess US $1,000 is situated, dated as of the Closing Date, to the
effect that there are no liens on such personal property, other than those
disclosed in Schedule 7.06(a) attached hereto.

   (b) RESERVENET shall have received a shareholders' list of GATEWAY
ENTERTAINMENT GROUP containing the name, address, and number of shares held
by each GATEWAY ENTERTAINMENT GROUP shareholder as of the Closing Date
certified by an executive officer of GATEWAY ENTERTAINMENT GROUP as being
true, complete, and accurate.

   (c) RESERVENET shall have received such further documents, certificates,
or instruments relating to the transactions contemplated hereby as RESERVENET
may reasonably request.

                               ARTICLE VIII

                              MISCELLANEOUS

   Section 8.01  Brokers.  RESERVENET and GATEWAY ENTERTAINMENT GROUP agree
that there were no finders or brokers involved in bringing the parties
together or who were instrumental in the negotiation, execution, or
consummation of this Agreement.  RESERVENET and GATEWAY ENTERTAINMENT GROUP
each agree to indemnify the other against any claim by any third person other
than those described above for any commission, brokerage, or finders' fee
arising from the transactions contemplated hereby based on any alleged
agreement or understanding between the indemnifying party and such third
person, whether express or implied from the actions of the indemnifying
party.

   Section 8.02  Governing Law.  This Agreement shall be governed by,
enforced, and construed under and in accordance with the laws of the United
States of America and, with respect to matters of state law, with the laws of
Delaware.

   Section 8.03  Notices.  Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered to it
or sent by registered mail or certified mail, postage prepaid, or by prepaid
telegram addressed as follows:

       If to RESERVENET, to:            RESERVENET, INC.
                                        3701 Sacramento St., #323
                                        San Francisco, CA 94118
                                        Attention: Daniel Regidor, President

If to GATEWAY ENTERTAINMENT GROUP, to: GATEWAY ENTERTAINMENT GROUP, INC.
                                       2 Crossbrook Road
                                       Livingston, NJ 07039,
                                       Attention: Lawrence Smith, President

or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication
shall be deemed to have been given as of the date so delivered, mailed, or
telegraphed.

   Section 8.04  Attorney's Fees.  In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parties shall reimburse
the non-breaching party or parties for all costs, including reasonable
attorneys' fees, incurred in connection therewith and in enforcing or
collecting any judgment rendered therein.

   Section 8.05  Confidentiality.  Each party hereto agrees with the other
parties that, unless and until the transactions contemplated by this
Agreement have been consummated, it and its representatives will hold in
strict confidence all data and information obtained with respect to another
party or any subsidiary thereof from any representative, officer, director,
or employee, or from any books or records or from personal inspection, or
such other party, and shall not use such data or information or disclose the
same to others, except (i) to the extent such data or information is
published, is a matter of public knowledge, or is required by law to be
published; and (ii) to the extent that such data or information must be used
or disclosed in order to consummate the transactions contemplated by this
Agreement.

   Section 8.06  Schedules; Knowledge.  Each party is presumed to have full
knowledge of all information set forth in the other party's schedules
delivered pursuant to this Agreement.

   Section 8.07  Third Party Beneficiaries.  This contract is solely between
RESERVENET, GATEWAY ENTERTAINMENT GROUP and the GATEWAY ENTERTAINMENT GROUP
Shareholders, and, except as specifically provided, no director, officer,
stockholder, employee, agent, independent contractor, or any other person or
entity shall be deemed to be a third party beneficiary of this Agreement.

   Section 8.08  Entire Agreement.  This Agreement, together with the
Schedules and Exhibits hereto, contains the entire agreement between the
parties relating to the subject matter hereof, and supersedes all prior
agreements and understandings, oral and written, with respect to such
matters, which the parties acknowledge have been merged into this Agreement
and the Schedules hereto.

   Section 8.09  Survival; Termination.  The representations, warranties, and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated.

   Section 8.10  Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
taken together shall be but a single instrument. Facsimile transmission of
any signed original document and/or retransmission of any signed facsimile
transmission will be deemed the same as delivery of an original.  At the
request of any party, the parties will confirm facsimile transmission by
signing a duplicate original document.

   Section 8.11  Amendment or Waiver.  Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred
herein, at law, or in equity, and may be enforced concurrently herewith, and
no waiver by any party of the performance of any obligation by the other
shall be construed as a waiver of the same or any other default then,
theretofore, or thereafter occurring or existing.  At any time prior to the
Closing Date, this Agreement may be amended by a writing signed by all
parties hereto, with respect to any of the terms contained herein, and any
term or condition of this Agreement may be waived or the time for performance
hereof may be extended by a writing signed by the party or parties for whose
benefit the provision is intended.

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly authorized, as of
the date first above-written.

RESERVENET, INC.

By: /s/ Daniel Regidor
    ------------------
        DANIEL REGIDOR, President

GATEWAY ENTERTAINMENT GROUP, INC.

By: /s/ Lawrence Smith
    ------------------
       LAWRENCE SMITH, President

GATEWAY ENTERTAINMENT GROUP SHAREHOLDERS

/s/ Lawrence A. Smith
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Lawrence A. Smith

/s/ Stephen B. Lasser
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Stephen B. Lasser

/s/ Bianca Pino
---------------
Bianca Pino
LIST OF EXHIBITS AND SCHEDULES

Exhibit    Exhibit Description
-------    -------------------
A          GATEWAY ENTERTAINMENT GROUP Shareholders
B          FORM OF RESERVENET COUNSEL'S LEGAL OPINION
D          CERTIFICATES OF INCUMBENCY OF RESERVENET  AND GATEWAY

1.01       GATEWAY ENTERTAINMENT GROUP Due Organization and Qualification
1.02(c)    GATEWAY ENTERTAINMENT GROUP Authorization; Non-Contravention;
              Approvals
1.03       GATEWAY ENTERTAINMENT GROUP Capitalization
1.05(a)    GATEWAY ENTERTAINMENT GROUP Financial Statements
1.07       GATEWAY ENTERTAINMENT GROUP Taxes
1.08       GATEWAY ENTERTAINMENT GROUP Absence of Certain Changes or Events
1.09       GATEWAY ENTERTAINMENT GROUP Assets
1.11       GATEWAY ENTERTAINMENT GROUP Material Contracts
1.15       GATEWAY ENTERTAINMENT GROUP Material Transactions and Affiliations
1.16(a)    GATEWAY ENTERTAINMENT GROUP Real Property
1.16(b)    GATEWAY ENTERTAINMENT GROUP Accounts Receivable
1.16(c)    GATEWAY ENTERTAINMENT GROUP Accounts Payable
1.16(d)    GATEWAY ENTERTAINMENT GROUP Minutes
3.01       RESERVENET Due Organization and Qualification
3.02       RESERVENET Authorization; Non-Contravention; Approvals
3.03       RESERVENET Capitalization
3.05(a)    RESERVENET Audited Financial Statements
3.05(b)    RESERVENET Unaudited Financial Statements
3.07       RESERVENET Taxes
3.08       RESERVENET Absence of Certain Changes or Events
3.09       RESERVENET Assets
3.13(a)    RESERVENET Statement of cash on hand
3.13(b)    RESERVENET Accounts Payable
3.13(c)    RESERVENET Board of Directors' Resolution
5.03       GATEWAY ENTERTAINMENT GROUP Special Covenants and Representations

Regarding the Exchange Stock
6.01       RESERVENET OFFICER'S CERTIFICATE
6.02       RESERVENET CERTIFICATE OF LITIGATION
6.04       RESERVENET CERTIFICATE OF GOOD STANDING
6.06(b)    RESERVENET CONTINGENT SHARE CANCELLATION AGREEMENT
6.06(e)    RESERVENET SHARE CANCELLATION AGREEMENT
7.01       GATEWAY ENTERTAINMENT GROUP OFFICER'S CERTIFICATE
7.03       GATEWAY ENTERTAINMENT GROUP CERTIFICATE OF LITIGATION
7.05       GATEWAY ENTERTAINMENT GROUP CERTIFICATE OF GOOD STANDING