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CEO to Acquire Venture Catalyst Incorporated

At a special meeting on May 13, 2002, the special committee of the Board of Directors of VCAT (the "Special Committee") determined that the Merger Agreement is fair to and in the best interests of the public stockholders of VCAT, unanimously approved the Merger Agreement and recommended that the Board of Directors of VCAT approve the Merger Agreement. At a subsequent meeting, the members of the Board, other than Mr. Speer who abstained from voting in light of his personal interest in the merger, determined that the Merger Agreement and the transactions contemplated thereby are fair to and in the best interests of the public stockholders of VCAT and unanimously approved the Merger Agreement.

The merger is subject to the approval of VCAT's shareholders and other closing conditions, including Speer Corporation obtaining financing for the purchase of the outstanding shares of VCAT common stock in connection with the merger. An additional condition to the proposed merger is that VCAT's outstanding obligations to two VCAT shareholders in the aggregate principal amount of $9,663,000 plus accrued interest (as of March 31, 2002) relating to a 1996 stock repurchase shall have been restructured to reduce the outstanding debt by more than $1,000,000.

Under the terms of the Merger Agreement, VCAT will merge into Speer Corporation, and Speer Corporation will be the surviving entity. Upon the completion of the merger, each issued and outstanding share of VCAT's common stock, other than shares held by Speer Corporation, treasury shares, and dissenting shares, will be converted into the right to receive $0.65 in cash and additional contingent payments, if earned, over the five year period following the effective date of the merger.

The contingent payments for each year will be calculated based on the following: (i) the amount by which Speer Corporation's revenues from business relationships, arrangements and contracts with the Barona Group of Capitan Grande Band of Mission Indians (the "Barona Tribe") exceed certain specified thresholds, (ii) interest, dividends, sales proceeds and other payments earned by Speer Corporation in connection with securities held for investment by VCAT immediately prior to the closing of the merger, and (iii) specified percentages of sales proceeds, licensing fees and other payments earned by Speer Corporation in connection with the sale or license of VCAT's customer relations management software. The maximum contingent payments that may be paid to VCAT's shareholders may not exceed $45 million.

The Special Committee retained Houlihan Lokey Howard & Zukin ("Houlihan Lokey"), as its financial advisor: (i) to prepare a written strategic alternative study to evaluate VCAT's financial and strategic position and identify strategic alternatives, based upon VCAT's goal, to maximize shareholder value in VCAT, and (ii) upon request by the Special Committee, to render an opinion as to the fairness, from a financial point of view, to the shareholders of VCAT (other than Mr. Speer), of the consideration to be received by VCAT's shareholders relating to a transaction identified by VCAT as a possible strategic alternative.

Houlihan Lokey is a nationally recognized investment banking firm and, as part of its investment banking activities, is routinely engaged in the valuation of businesses and securities relating to mergers and acquisitions, private placements and valuations for corporate and other purposes. Houlihan Lokey delivered to the Special Committee its opinion, dated May 13, 2002, to the effect that, as of that date, based on and subject to the assumptions, limitations and qualifications set forth in its written opinion, the consideration to be received by the public shareholders of VCAT pursuant to the merger agreement was fair to the public shareholders, from a financial point of view.

The terms of the Merger Agreement and other matters relating to the merger will be described in greater detail in the proxy statement with respect to the merger and in a transaction statement on Schedule 13E-3 that will be filed with the Securities and Exchange Commission in connection with the merger.

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