Fun City Popcorn, Inc. Enters Into Merger Agreement With Lev Pharmaceuticals, Inc.

DENVER -- Fun City Popcorn, Inc. (OTCBB: FNCY) announced today that it has executed an agreement and plan of merger to acquire all of the outstanding common stock of privately held Lev Pharmaceuticals, Inc. Closing of the merger is anticipated in December 2004 and is subject to, among other things, stockholder approval by the shareholders of Lev.

Pursuant to the merger agreement, Lev shareholders will receive 5,250,928 shares of Fun City common stock and 5,000,000 shares of Fun City convertible preferred stock. Each share of convertible preferred stock is automatically convertible into 13.940688 shares of Fun City common stock upon approval by the stockholders of Fun City of an increase in the authorized common stock of Fun City to 150,000,000 shares. As a result, on a fully diluted basis including the issuance of all common stock, the conversion of preferred stock, and allowing for the exercise of all options, and warrants, an aggregate of 79,459,898 shares will be outstanding upon closing, with current Lev shareholders retaining a 94.33% ownership of Fun City and the current Fun City shareholders retaining 5.67%.

Lev is a biopharmaceutical company focused on developing and commercializing therapeutic products for the treatment of inflammatory diseases. Lev's product candidates are based on C1-esterase inhibitor ("C1-INH"), a human plasma protein that mediates inflammation and is potentially applicable as a treatment for a range of medical indications. Lev is developing C1-INH for the treatment of hereditary angioedema ("HAE"), acute myocardial infarction, or heart attack, and other diseases and disorders in which inflammation is known or believed to play an underlying role.

HAE is a rare genetic disorder characterized by episodic attacks of edema (swelling) in various parts of the body -- the face, the extremities, the abdominal wall, and, most seriously, the airway passages, which, if left untreated, can be fatal. The disease is caused by a deficiency of functional C1-INH, and there are approximately 10,000 patients with HAE in the United States. In Europe, C1-INH, produced by other manufacturers, has been used to treat patients with HAE for more than 30 years.

In the third quarter of 2004, Lev filed an Investigational New Drug Application with the U.S. Food and Drug Administration ("FDA") to begin a Phase III clinical trial of C1-INH for the treatment of HAE, and the Company expects to initiate this Phase III clinical trial during the first half 2005. In July 2004, Lev received orphan drug designation from the FDA for C1-INH (human), which, upon product licensure, could provide the Company with a seven-year exclusive right to market its C1-INH product as an HAE treatment in the United States.

Judson Cooper, Chairman of Lev, said: "Based on the long European clinical experience, C1-INH is accepted by HAE associations around the world as the treatment of choice for this serious disorder. It can be used to treat acutely, when there is an HAE attack, or prophylactically, to prevent attacks, depending on the severity of the case. Our primary objective is to bring C1-INH to the United States for the many patients suffering from this disorder."

In commenting on the merger, Jim Eller, President of Fun City, said: "I could not be more excited about the prospects for our shareholders in this transaction. Lev looks to have a very viable Phase III-status first product with good additional product prospects beyond that."

Upon completion of the merger, it is anticipated that the name of Fun City will be changed to Lev Pharmaceuticals, Inc. Additional information can be accessed through Fun City Popcorn, Inc.'s November 10, 2004, 8K filing on Edgar at sec.gov.

Safe Harbor Statement

Information included in this news release contains forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995 ("Reform Act"). Such statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause the actual results and performance of the Company to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statements. In connection with the safe harbor provisions of the Reform Act, Fun City has identified important factors that could cause actual results to differ materially from such expectations, including operating uncertainties, uncertainties relating to economic issues and competition. Reference is made to all of the Company's SEC filings, including the Company's Reports on Forms 10KSB, 10QSB and other periodic reports.