Quick Compare-and-Contrast of the Y Combinator and TechStars Series AA Model Documents

It's very clear to me that these documents were substantially informed by the YC docs' terms but that they were adapted from standard VC documents, and aren't just mere re-wordings of the YC documents.  Again, these documents and the YC docs are for the round *after* TS/YC funding.  Lastly, I'm just comparing the Term Sheets here (although I've browsed through the legal documents).  For my analysis of the YC documents, see my previous blog post.

Substantively, the instrument is the same as the Series AA Shares in the YC documents: convertible non-participating 1.0x preferred stock at a 1:1 conversion ratio.  Both the YC and TS Series AA documents give the Series AA investors rights to participate, on a pro rata basis (to maintain their ownership percentage of the Company after the closing of the Series AA round), in any subsequent financings.  However, there are many things in the TechStars documents that aren't in the YC documents. 

First, there is a three-member Board of Directors that splits 2/1 founders/Series AA investor representative.  There is no mention of the Board composition in the YC AA docs.  Second, the TS documents introduce the idea of a "Qualified IPO", which is a standard VC term sheet concept.  Again, the YC documents are silent on this.  Third, there are specific notes about conversion price adjustments in the TS documents - the "broad-based weighted average anti-dilution protection (with customary exceptions)" is pretty standard language for a formal VC round that protects the investor in a down round.  For a description of weighted average anti-dilution, see Yokum's post on the matter on his indispensable Startup Company Lawyer blog.  Lastly, it's nice to see that each side is specifically responsible for their own fees in conjunction with the Series AA round. 

There is something in the YC documents that isn't in the TS documents - the 180 day holding period for insiders.  Again, the 180 day period is awfully optimistic (especially in this environment), but it raised an eyebrow that the TS documents chose not to, at least, contain every term in the YC documents.  Again, this is probably due to the TS documents coming from Cooley's standard VC round documents rather than being a Cooley version of the Wilson Sonsini YC documents.  Further evidence for my theory is that, as of this writing, the Protective Provisions part of the TS term sheet makes reference to Series A, not Series AA.  (Associate lawyer/paralegal oops.  :) ) 

To me, I prefer the Cooley/TechStars documents, if only because they're more similar to standard VC documents, and I like that level of familiarity and I have nostalgia for the days when I'd wake up at 4am for a flight across the country.  (Note: not true - I hate to travel and I really hate to wake up early.)  The instruments are the same, however, and this is essentially just a style preference on my part.  If you have any questions, fire away in the comments. 

Microsoft BizSpark is a joke

So I went to Thursday's big BizSpark shindig at Microsoft's fancy (very fancy) new regional office at the AON Center.  Dan'l Lewin gave the speech - one that was way too focused on the startup ecosystem and less about the program benefits than I would have liked, but he's a big shot.  This was clearly an important initiative for Microsoft, especially given how they've done a tremendous job of bringing on board partners for the program.

This is the thing, however - BizSpark won't save anyone any money.  If you're locked into MS tools and want to build a web app, OK, great - you don't have to learn PHP/Python/Ruby/whatever and Apache.  But if you're starting from scratch - there's nothing there to make you want to use Microsoft tools.

So, yeah, I was there.  And during the Q&A, I stood up and said "I have a public LAMP stack application; how can I use BizSpark?"  And the answer I got was "Microsoft can help you scale."  And Dan'l's proof was how Microsoft helped MySpace.  MySpace, as many know, was built on Cold Fusion.  There was nothing about how the MSDN subscriptions could help me get Office licenses.  I use OpenOffice for most things, but we all use our personal computers for Dawdle, which means we use our personal licenses for MS Office.  Clearly, this doesn't scale as we hire up.  (BTW, the MSDN subscriptions are only for "developers", so I can't use it as a mere suit.)

And, the best part - access to Azure won't be free.  It'll be at "market rates."  So, I could use LAMP stack tools (all free) and AWS/GAE or I could use Microsoft tools and Azure (which isn't launched yet).  The MSDN subscriptions are hands-off to the business folks (you know, the least adaptable individuals in an organization).

Someone at Microsoft needs to stop thinking their shit don't stank.

BTW, Dawdle's already *in* BizSpark.  What a waste of $100.

Obsessed with the "25 Random Things" meme on Facebook

I've become obsessed with the "25 random things" meme that's sweeping over Facebook.  One, they're fantastic reads, especially of people who I'm friends with but don't really know - I get to learn all sorts of things about them that I didn't know.  Two, they just make me happy.  They're almost universally positive, rather than being negative, "woe is me" depressive missives.  If you know anything about me, a lot of what drives me is finding ways to make other people happy - from being a Democrat (not having to worry about health care lets you have more time to do other stuff) to starting Dawdle (being able to sell stuff online quickly gives you more time to do other stuff).  Third, the mechanics of how and why it took off in the last week are fascinating.

Let's look at the instructions:
Rules: Once you've been tagged, you are supposed to write a note with 25 random things, facts, habits, or goals about you. At the end, choose 25 people to be tagged. You have to tag the person who tagged you. If I tagged you, it's because I want to know more about you.

(To do this, go to "notes" under tabs (or the + sign) on your profile page, paste these instructions in the body of the note, type your 25 random things, tag 25 people (in the right hand corner of the app) then click publish.)


At first, I thought 25 was way too many things to write, and spreading it to 25 people was way too many people to tag.  However, I was clearly wrong on both accounts.  One, even though there's a fair amount of platitudes, most people are interesting enough to have a good proportion of the 25 things be worthwhile.  This makes it more likely that, as News Feeds get flooded, people will take the time to read them.  Secondly, tagging 25 people not only introduces a cute little parallelism, but it accounts for the dropoff in participation rates.  If only ten percent of those tagged write their own note, that's 2.5 new notes that are written.

Secondly, the clear deliniation of steps is important.  In my experience, this is the first new Note written by the vast majority of my friends.  A quick unscientific sample of other non-Facebook friends who I communicate with via Twitter and IM shows this pattern to be the same for them, as well.  Not only do the instructions tell the user what to do, they tell the user *where* the link is to complete the action.  This is enabled because of the consistency of Facebook's interface - good luck trying to pull this off on MySpace, Tumblr, or any other site where users can make themes or mess with CSS.

Lastly, there's an instruction of *why* to write the list.  The reason of "If I tagged you, it's because I want to know more about you." shows that this isn't an exercise in self-promotion; it's an invitation - a favor for someone else.  Because people are basically good, if the favor is small enough, it becomes easy to do.  The recipient gets something they couldn't do themselves, and the giver gets the satisfaction (and some measure of happiness) of doing something for someone else.

Finally, the fact that Facebook Notes have comments further increases both the utility and the viral nature of the meme.  Users come back to the same note to see additional comments, and comments left allow people who weren't tagged, who weren't friends with the poster, or those whose News Feeds did not pick it up the first time around, to become aware of the Note.  As far as I can tell, there isn't a tab or selection just to see Notes in Facebook - the only way to come across them is to see them in the News Feed (much more likely) or to randomly stumble upon them by looking at someone's profile (you're more likely to look at a profile after seeing a Note in the News Feed than the other way around, I believe).

One of the things we've seen is that Facebook apps have completely lost their virality after the redesign of profile pages - people are trying to spread new apps by embedding them in apps that already exist on users' profile pages.  I'm not too sure if the viral nature of Notes can be replicated - asking about favorite movies, music, and the like are redundant with existing fields on profile pages.  And the text-based nature of the Notes feature limits its usability.  Perhaps Notes will turn into a semi-private blogging platform (as opposed to the public blogging platform of Posterous, Wordpress, TypePad, Tumblr, etc), but if that was the case, I'd guess that would have happened already.  I cannot see people tagging others as a recurring behavior, as it becomes as spammy as the applications who were doing that became, which necessitated the redesign to a certain extent.  Plus, the tagging goes against the intended use of the feature, which Facebook has shown a particular disgust for over the years.

In the end, what fascinates me about the "25 random things" meme is that 1) I was able to learn lots of interesting things, and 2) it seems unlikely to be replicated in a substantially similar form again despite its utility to create happiness, and 3) happiness is awesome. 

There's No Way In Hell the Ricketts Family Can Afford the Cubs

Fact: MLB teams cannot have more than 10 times their average EBITDA over the last three years, per the MLB's debt service rule, which came into effect in the 2002 collective bargaining agreement.

Thus, this means that the Cubs would have to have had average EBITDA of at least $45 million over the last three years. Stay with me here.

The best case scenario for the Cubs - PIK interest, Wrigley Field as a secured asset, is around 8% interest rate.  Now, there'd probably be various tranches of debt, with a tranche secured by Wrigley Field itself probably getting less than 8% because it's backed by a hard asset, and so forth.  But after talking to three different sources in private equity, 8% is the best reasonable case for an interest rate.

Based on the amortization table I've put together, that means that the Cubs would have debt service obligations of around $40 million annually.  I am reliably told that the Cubs do not make $40 million in free cash flow per year.  With their share of CSN Chicago, it might be doable, but it's certainly tight.  As we've seen over the last few months, sports are not recession-proof, especially for the high value luxury suites, corporate sponsorships, and box seats. 

So 1) the $450 million in debt is clearly in violation of MLB's debt service rule and 2) there's a pretty good chance that the Ricketts can't afford the payments on the debt on the proposed 450/450 transaction.

I submit that there's no way in hell the Ricketts family can afford the Cubs.  They might be able to secure $450 million in debt, so Sam Zell will get his money, but they won't be able to service it after the sale.  This will mean that MLB will have to step in - as they did for the Diamondbacks - to help with the debt obligation.  That means the Ricketts would have to gut the Cubs to pay down debt.  And you thought Cardinal fans were pissed at ownership.

The only way this works is if there are subsidies - from the City of Chicago or the State of Illinois.  Or from MLB.  In the first case, taxpayers are on the hook.  And this isn't like the Yankees and the Mets getting a break to build their stadia.  It would be a taxpayer subsidy for a private sale.  And if it's from MLB, that's coming from the pockets of the 29 other teams, including the White Sox.  I'd be disappointed if Jerry Reinsdorf was party to a giveaway to the northsiders.

My op/ed published in GameDaily


I had my op/ed "Gaming Needs A Real Sundance" published in GameDaily, the trade publication for the gaming industry.  I take the events and small publishers to task for not encouraging developers to submit complete games in competition to attract publishing in the same way the independent filmmakers take complete films to Sundance to sell to the studios.  (Well, their independent arms like Fox Searchlight and Sony Pictures Classics and whatnot.) 

I advocate for the creation of a standalone festival that is centered on business.  Take a gander.

An Analysis of the YC "Open Sourced" Documents By A Former VC Investment Professional and Current First Time CEO

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I thought it would be useful to do a quick rundown of the recently (re)released YC documents for a first time angel round.  I come from the perspective of someone who looked at these documents for later stage venture capital, but given the nature of the documents, it turns out that my experience is pretty applicable to these documents.  Others may disagree, but this is just one person's perspective.

This is a note to the entrepreneurs out there – in particular the first time ones. I'm only analyzing the term sheet, because this is where the negotiations happen in a business sense. The other documents are legal documents that essentially turn the term sheet into appropriate legalese. You'll want to make sure you read your legal documents to make sure they conform to the term sheet, but you really shouldn't be negotiating the legal documents in a friendly transaction. Also, I'll refer to the entrepreneur as "she" and the angel investor as "he" to make things a little bit easier for the pronouns.

First and foremost, this term sheet is for Series AA preferred stock. It is not a term sheet for convertible notes.  Let me do a quick paragraph on convertible notes and their place before we get into the term sheet itself.

Many, if not most, angels will use convertible notes as the initial investment in the company, with a conversion into Series A (or the first venture round). Often this conversion is done at a discount or the notes come attached with warrants into the Series A or common stock. The benefit of a convertible note arrangement is that it pushes off the valuation discussion until later. This can be beneficial for the first time entrepreneur or the busy angel investor, as it eliminates a source of friction.

In contrast to convertible notes, the YC documents have a pre-money valuation, share price, and the whole nine. The Series AA preferred stock instrument is more similar to a standard venture capital instrument than the convertible notes used by most angels or the exchangeable share structure suggested by Basil Peters. Again, however, the use of a preferred instrument mandates that a valuation discussion must occur. I refer you to Venture Hacks for all the help you can use in negotiations for the valuation discussion.

Liquidation preference – the YC term sheet has a 1.0x liquidation preference. This means the investor gets their money out before the pro-rata distribution for the common stock.

Edit: As pointed out by gojomo, this is not participating preferred.  It's just regular convertible preferred, meaning that the investor can choose to either get his preference or to convert to common and get a pro-rata share.  This is a pro-company term.

Simplified Example of what would happen if it was participating preferred: Series AA is for $10,000 with a $90,000 pre-money, so you're at a $100,000 post money. The company sells for a million dollars. (Woo hoo!) The first $10,000 comes off the top to the Series AA investor. The remaining $990,000 is split amongst the equity holders according to the "as converted" percentages of ownership.  Participating preferred can be thought of as a "double dip".

A liquidation preference is standard in VC investments; it is not inherent in a convertible note, although the notes will generally convert into Series A or B or whatever, which should have a liquidation preference in a standard VC investment transaction.

Conversion – the AA converts 1:1 into common stock. Given the liquidation preference, why would an investor ever want to convert? Simple. If the company is worth more than the post-money of the Series AA, the investor will get more money than just a return of their initial investment.  The Series AA investor wants to convert, because only then will they make money.  Preference is downside protection (at least it used to be before the advent of participating preferred).  Also, conversion usually happens right before an IPO (or sale of the company) to make things much easier for the public offering. If you're going to have an IPO, ostensibly the investor has a big win, especially at the AA stage. Nothing to be worried about here.

Voting rights – no special voting rights for the Series AA. The investor gets the share of votes that they would have on an "as-converted" basis. In short, the founders would still control the company and the investor is coming along for the ride (this is good for you). Well, except for one major exception…

Protective provision – you ain't selling your company unless the investor says so. The other provisions are there to make sure the founders (who ostensibly still hold a majority of the "as converted" common) can't screw over the Series AA investor by diluting him. That's pretty fair and makes sense. However, the last protective provision says that if the founders want to sell, but the investor thinks it's too early, the investor can block a sale.  (I'm assuming that the Series AA has only one investor, who would, of course, meet the 50% threshold by a whole 'nother 50%.)

If your investor is Paul Graham, he'll be a good guy and go along with whatever the founders decide. If it's someone with less experience, or fewer investments, he may not go along. This, to me, is the term that may cause the first time entrepreneur some pause. In my opinion, the forced non-sale is something only a unsophisticated angel investor would do. However, these documents leave that possibility out there. Know thine investor's motivations and exit profile.

Pro rata – this allows the Series AA investor to maintain their percentage ownership of the company throughout any subsequent rounds. The Series AA investor cannot dictate the terms of subsequent rounds, or have special terms, but they do have the right to participate with any new investors at the same terms as those new investors get in the future. This is pretty standard and should make intuitive sense.

Information rights – you have to tell your investor what's going on. These documents allow you to provide unaudited financial statements, which your accountant should be able to generate. The statements you have to provide (as outlined in the Investor Rights Agreement) are the balance sheet, income statement, and statement of cash flows for your company. If you're doing your own books, you should be able to generate the financial statements yourself in QuickBooks pretty easily.

Other matters – the investor, and you, have to hold onto your shares for 180 days following a public offering. No quick flips immediately after the IPO. This is pretty standard. You know the story of how Mark Cuban bought every single S&P put he could after he sold Broadcast.com to Yahoo? Same general idea; you have a holding period long enough that it makes it highly unlikely that you're pulling the wool over anyone's eyes. I know – you IPO'd, you want your money. It's OK; I'm sure you can wait. Besides, the Private Client Group at the investment bank doing your IPO will be happy to give you advice on how to diversify your portfolio for a small percentage of your net worth.

Loose ends (not a term in the term sheet) – as outlined in the Stock Purchase Agreement, the company says that they aren't infringing on anyone else's intellectual property, that they own that they say they own, they're not violating their corporate charter, and that they've filed all required tax forms and paid whatever applicable taxes they have to pay. Essentially, that the company has not broken the law before the investor puts his money in the company. The investor says that he's an Accredited Investor and his investment does not trigger any large SEC filing action beyond the standard Regulation D filing.

There is one difference in these documents versus a standard VC round – the company does not have to pay the investor's legal fees. As crazy as it sounds, it is standard for the proceeds of the VC investment to go, in part, to paying the VC firm's legal expenses. As Venture Hacks says, you should negotiate a cap, but it's not worth fighting to remove this term from your Series A or B. Thankfully, the Series AA docs know that cash is precious and the investor would rather have his money go to salaries or equipment than $650/hour lawyers.

Sachin Agarwal is the co-founder and Chief Executive of Dawdle, an online marketplace for new and used video games, systems, and accessories based in Chicago, Illinois. Prior to Dawdle, he was an investment professional at Ascension Health Ventures, a healthcare-focused venture capital firm in St. Louis, Missouri. Prior to AHV, Sachin was with Jefferies Broadview in Waltham, Massachusetts, where he advised companies in the digital media, open source software, and healthcare IT spaces. Sachin is not an attorney. While he is licensed as a financial advisor, he is not your financial advisor and this is not investment advice.

Yet Another Post-E3 Post-Mortem

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@ncroal E3: $MSFT: we're throwing shit at the wall. $NTDOY: we're shoveling the same shit. $SNE: the PS3 is no longer a piece of shit. 03:02 PM July 15, 2008
@sachinag Your analysis is the s--t! 05:36 Pm July 15, 2008

No, I don't really think the Penny Arcade guys stole my line.  I just like having a lot of positive reinforcement and showing off how smart I am.  (Why else would I have quoted N'Gai's reply?) 

It's pretty amazing at how uniformly terrible the feedback has been from E3.  For an industry that's never been bigger, never been healthier, never had the credibility that it does now (witness state after state fall all over itself offering tax incentives for game development), you'd think that people would take more risks, do more interesting things - you know, surprise us.

The only people who were surprised were the LucasArts people, who just totally had The Clone Wars Nerf'd - they should cancel/delay it for Wii Motion Plus, because they're going to make a ton of cash once they actually do have a user-friendly one-to-one lightsaber duel game.

But let me make a clarion call - please, publishers, get some guts.  (I'll give the developers a pass - and for good reason.)  All we've been getting are more of the same - more peripherals!  more sequels!  more crossovers! 

And let's not even get into the new "hotness" of turning video games into Mach 18 razors, where the $60 game is the razor and the overpriced DLC are the blades.  Razor and blade model is taught from day one in business school, but it should stay to razors and blades.  Episodic gaming is the just the bastard child of this mentality, as well. 

Make a good, full game and we'll happily pay full price for it.  I mean, did you see the sales numbers for New Super Mario Bros.?  Doesn't have to be 80 hours - it just has to be good.

Look, I know that you're supposed to make stuff that people want.  And the easy thing to do is to give people more of what they're buying now.  But just as we've learned from Friendster that scaling is important, learn something from your media bretheren - don't pull a Who Wants To Be A Millionaire move and kill the golden goose by shoveling our mouths full.  Take a tentpole and then give us new stuff.  Friends is a success?  Great, schedule something new at 8:30 (7:30 Central). 

And just to make the previous point really, really clear: this is the exact opposite of what Microsoft did with Crackdown - you're not supposed to take crap and get us to buy it so we can get into your beta.  You're supposed to take your Halo and be like: we like this too, it's different - try it out.

There are all sorts of developers who want to try new things - hell, it's why you lose your best people.  Bungie did not want to make Halo 4, and can you blame them?  I mean, Clover gave you Viewtiful Joe (link goes to my favorite in the series), and it was good enough to get a sequel (see - sequels can be good when they're good and a little different) and a port, and then you disband it after Okami?  For shame.

So let's not kill the golden goose - try new things.  There are easy ways to get new stuff that you believe in out there.  I've only outlined one - there are surely others.  It's good for you, it's good for your shareholders, and it's good for gamers.

Original: How to Get Your Guy's Attention... When He's Gaming

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This is the original content from the article I gave to Blagica at Gals Guide - she didn't mess with it much, but here it is in its unadulterated form.  A few notes: I don't use the standard definition of RPG and Puzzle game, but as I did more thinking about it, I think I'm absolutely right - GTA is an RPG.  It's just one in New York (or Vegas, or LA, or Miami, as the case may be).

(Also, if you're getting weird search results for any of the links, click "Show All" in the left sidebar of the search page.  In some browsers, you need to click the text; in some browsers, clicking the radio button is fine.)

How to get your guy's attention when he's gaming

There are really three types of games now - no, not fighting and sports and shooters, but rather 1) puzzle games, 2) competitive games, and 3) community games.  The sorts of games that we used to call "adventure" games and now call "platformers" are pretty much dead.  If you're trying to figure out why he's paying attention to the TV or computer no matter what you're wearing, you need to figure out what kind of game he's playing.  Once you understand what kind of game he's playing, you can easily identify the times when he's most likely to shift his attention to more important matters - like you.

Game Type 1) Puzzle games - everyone knows what a puzzle game is.  They're games like Tetris, Solitare, or Bejeweled.  But there are lots of other games that don't look like puzzle games, but actually are just puzzle games in disguise.  These include games like Super Mario Galaxy, Final Fantasy, and Grand Theft Auto.  I even include games like The Sims in the puzzle game category.

These games aren't about button mashing - even though it may look like that's what he's doing - they're about being presented an objective (find the star, win the battle, kill the criminal) and figuring out how to do it within some set of constraints (time, health, cops). 

Puzzle games require attention - and it needs to be undivided for short moments to figure out what the constraints and the best strategy is.  Often times, this can be a trial and error practice, and as the number of failures increase, the more frustrated and curt your boyfriend may be.  Generally, though, these sorts of games are more leisurely, and unless he is visibly frustrated, you may have an opportunity to get his attention.  Just don't try to interrupt while he's trying to implement the plan that he's developed.

There's a special case I want to address, and that's when he's playing a Role Playing Game, or RPG.  RPGs generally have a number of mini battles or tasks, with regular "boss fights" every hour or two.  In RPGs, the constraints for the puzzle can be mitigated by preparation - a process called "leveling up," or making your character stronger.  Leveling up is a hallmark of Role Playing games like Final Fantasy, Kingdom Hearts, or Grand Theft Auto.  These periods are mindless, and represent a great time to get him to save his game and pay attention to you. 

However, be careful - Role Playing Games have very involved story lines, and have what are called "cut scenes", where the game has animation or video to explain the story.  These can be a few minutes to up to 90 minutes long (notoriously in Metal Gear Solid 4).   These cut scenes are like mini-movies and often cannot be paused, so be very careful to interrupt him, even though it doesn't look like he's playing at all.  In most cases, it's impossible to replay these movies, so he may lose some story information that could be critical to advancing in the game.

Game Type 2) Competitive games - these include games like Madden and Rock Band.  In these games, the objectives, constraints, and strategies are crystal clear: beat the other team, get a high score.  These games, while they may involve some strategy, are essentially entirely about button mashing.  There are clearly elements of skill in these games and they often require lightning quick reflexes.

There may be some strategy as to how to hit the button, but it's about hitting the right button at the right time.  Sometimes, it's hitting the button repeatedly (firing your weapon in Halo), at the exact right moment (doing a special move in Street Fighter) or both (a solo in Guitar Hero).

Competitive games require concentration - there is a limited period of time where the action is happening, and no, he cannot pause the game to look up.  These games induce adrenaline spikes - and when the adrenaline is up, he's at the level of focus he needs to be successful.  You have to identify the times in between action - maybe his character is traveling from one battle to another, or it may have to be when he's in some sort of menu screen.

Good games pace the adrenaline spikes well, so there are plenty of times for recovery.  Games that require constant adrenaline tend to wear out the player.  If he's been playing the same game for a month, it has the appropriate balance of adrenaline and recovery times.  That means that there are times that are made for you to interrupt (but nicely!).  You just have to identify when they are - they generally are pretty frequent, but can be there for just a second or two.

Game Type 3) Community Games - these are games that are about having social interactions with other people, either in person, like Mario Party, or online, like Gears of War or World of Warcraft.   These games hinge on the interaction between real people - and it's important to know that there are real people involved, especially when playing online.  Your boyfriend will have developed relationships with these people, so it's important for him to do the things that one has to do when developing and maintaining relationships.

Community games require communication.  Just like you want him to communicate with you and pay attention, he needs to do the same with his friends in his games.  Not just to maintain and build friendships, but many tasks in these games are only possible to do in teams with other real players. 

If your boyfriend likes these sort of games, you should feel especially lucky.  His playing the game is giving him an opportunity to get better at communicating - and this means that there are learning experiences that he can use to be better with you.  I would never suggest that you should let him play World of Warcraft all day and night long, but recognizing that there is value - both in the game and outside of it - in his gaming may make it easier for you get his attention when you want to.

It's just like interrupting a group conversation; you have to recognize the pauses and then interject.  It can be hard, especially if he's communicating via chat or with a headset, where it's difficult to identify the gaps in conversation.  It is, of course, much easier when the group of people he is playing with are all in your living room.  But he will eventually have to bring up a menu screen or take a break - those are your opportunities to ask him to put the mouse or controller down.

One last note - I want to point out that many games combine traits of these three general types.  Rock Band combines competition with community, where a group of people are getting together to play the right notes to complete the song.   Many first person shooters, like Halo or Gears of War, combine competition and community aspects in online play.  This can make it a little more difficult to figure out the right times and strategies. 

I would suggest trying to spend time watching what is going on rather than just thinking "oh, he's gaming again."  A little time investment will make it much easier to figure out the best moments to talk, and you may find yourself drawn to the strategy or story of the game he is playing.  Who knows - one day, you may even surprise him by picking up the controller and playing with him.  Then he'll have the best girlfriend ever, and will brag about you to all his friends.  My little sister is excellent at Mario Kart and can hold her own in Madden.  Needless to say, she's quite a catch.

On the other hand, if nothing works, you can always sell his games and systems on Dawdle and use the proceeds to buy yourself something cute or put the cash in your engagement ring fund.  (Note: not recommended.  At all.  But it would be pretty hysterical.  Unless it happened to me.  Then I'd be pissed.)

Baghdad by the bay

Before the US went all postal on Saddam's regime, Baghdad was held up as an example of a beautiful and cosmopolitan city, never more so than in Herb Caen's description of San Francisco.  I'd been here before, but never for more than a day - Foreign Service interview, whirlawind date day, passing through for work.  But it's such an interesting city now that I'm in the midst of a good week here.

There are hills everywhere, but it's still relatively walkable.  There's (cheap) dedicated motorcycle parking everywhere - I may rent a bike tomorrow just because.  It's 80 and people are complaining about the heat.  Now, I haven't been here in August, but the whole "coldest winter in my life" line would just fit in with the theme of a city that's full of contradictions.  As someone who only minored in philosophy, and therefore does not worship at the altar of consistency or stare decisis, I find a delicious irony just down every street corner.

I want to move here.