Captech Completes the Acquisition of KDR-Soft Inc.

Business Editors

MONTREAL--(BUSINESS WIRE)--Nov. 22, 2000

Captech Multicom Inc. ("Captech") (CDNX:MUL.) is proud to announce the acquisition of all of the issued and outstanding shares in the capital stock of KDR-Soft Inc. ("KDR") from the shareholders of KDR (the "KDR Shareholders") in partial consideration of the issuance by Captech to the KDR Shareholders of a total of 600,000 common shares proportionate to their shareholdings.

The deemed issue price per common share for said acquisition is $1.00 for a total consideration of $600,000. The 600,000 common shares will be subject to contractual escrow restrictions.

In addition, Captech has granted to three of the five KDR Shareholders, pursuant to its stock option plan, a total of 100,000 options, giving its holder the right to acquire a maximum of 100,000 common shares of Captech, which may be exercised from October 27, 2000 to October 27, 2002 at a price of $0.68 per share. The 100,000 options are divided up as follows: 50,000 options to Mr. Dominique Casals; 25,000 options to Mr. Raphael Huppe and 25,000 options to Mr. Patrice Levesque. An additional 200,000 options, giving its holder the right to acquire a maximum of 200,000 common shares of Captech, were granted to Mr. Patrice Levesque. These 200,000 options may be exercised from August 14, 2001 to May 14, 2002 at a price of $0.68 per share, subject to the KDR division of Captech attaining annual revenues of $2,530,000.

Furthermore, Captech has retained the services of Mr. Raphael Huppe, Mr. Dominique Casals and Mr. Patrice Levesque as managers, and of Groupe G.O.D.S. Consultant Inc. as consultant, for its KDR division.

KDR is active in the information technology business. KDR operates two divisions: the technological division and the training division. The technological division is specialized in the full implementation of solutions related to the information technology, and offers seven services: the counselling/analysis; the networking; the communications namely the installation of cable systems, fibre optic cables, wireless networks and sophisticated telephonic systems; the development of specific solutions; the maintenance of the software system after its implementation at the client's business place and the remote monitoring of computer networks via the internet or any cable links; the e-commerce, the m-commerce, the business-to-business and the multimedia. The training division is specialized in the training within the client firms or via the Internet.

In completing the transaction, Captech will benefit from the know-how and experience of 15 additional competent employees in the information technology business, a complementary business to the business carried on by Captech.

Captech specializes in bi-directional telecommunication systems using broad band coaxial and fibre optic cables. Captech has been involved in the research and development of a real time remote monitoring system for managing and maintaining the networks of cable television operators. Furthermore, Captech has developed the Captech Cap Guard System which ensures telemesuring of energy, water and gas. This system allows multiple applications such as: alarm systems for residential, commercial and industrial uses; data transmission from water meters, electric meters and gas meters and automated home (intelligent house).

The Canadian Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.