CeleXx Corporation Board Approves Acquisition by 5B Technologies; Combined Businesses Expected to Run at $30 Million in Revenue and Have Positive Earnings Impact.

Business Editors/Technology Writers

CORAL SPRINGS, Fla.--(BUSINESS WIRE)--June 8, 2001

CeleXx Corp. (OTCBB:CLXX), an information technologies products and service provider, announced Friday that its Board of Directors and that of 5B Technologies Corp. (Nasdaq:FIVE), a comprehensive business solutions provider, have ratified the previously announced non-binding letter of intent by which 5B Technologies proposes to acquire all the outstanding shares of CeleXx.

The transaction is subject to due diligence, the signing of definitive merger documents, shareholder approval, regulatory review, and other customary conditions.

5B Technologies Corp. is the parent of Technologies Group Inc., a company specializing in providing comprehensive IT consulting, systems integration and application development. Over the past year 5B has divested itself of properties that were not considered core to its operations in order to focus on its core competencies in information technology.

The combined company will provide a full range of integrated IT services and solutions, including: the design, development and hosting of Internet and e-commerce applications; network design, procurement and integration; consulting services; computer telephony integration; e-Learning; distance learning and interactive web-based training. The combined company expects to benefit from the integration of the management and personnel of the two companies; from the integration of markets, encompassing the Fortune 500 and small and medium sized (SME) market segments; a wider geographical market area that includes metropolitan Boston and New York, White Plains, Charlotte (N.C.) and Memphis (Tenn.); and the integration of the technical skills and technological resources in the two companies. Other key benefits of the merger for CeleXx shareholders includes the ability to trade their shares on the NASDAQ exchange, where wider market and institutional support could be expected and greater financial resources that could be used to expand both markets and services and open new opportunities for growth through merger, acquisition and strategic partnering.

The merger of the two companies is expected to be value adding in terms of revenue and earnings per share. For the year ended Dec. 31, 2000 and three months ending March 31, 2001, 5B posted revenues of $22.1 million and $1.6 million, with net loss from continuing operations of $1.6 million and $1 million, respectively. Based upon the current revenue and operating profit performance of the merged units, annualized revenues for the combined company should grow to more than $30 million during the 12 months following the merger. Furthermore, the Company is anticipating profitability by the fourth quarter of this year. The acquisition will also expand the Company's technological base and geographic reach, with locations in New York, Boston, Memphis, Charlotte and West Columbia, S.C.

Under the terms of the proposed agreement, the merger will result in a total of 4,704,020 shares outstanding. 5B shareholders will own 3,075,614 shares, and CeleXx shareholders will own 1,628,406 shares. In addition, outside, non-management CeleXx shareholders will receive 1 warrant for each share of 5B common stock they are issued in connection with the merger. Two warrants will be required to purchase one share of 5B common stock, and each callable warrant will have an exercise price of $2.00. The final share exchange is subject to a fairness opinion and to adjustment prior to closing.

Doug Forde, chairman of CeleXx, commented: "Both companies provide outstanding technology solutions today. By combining our resources and technical expertise, our geographical reach, and our managerial talent, we position ourselves for strong future growth that will benefit all our shareholders."

"We are delighted to have finalized the share exchange formula and to have secured Board approval of this proposed acquisition. Combining the resources of 5B Technologies with CeleXx's business strengths doubles the size of our company. In addition, this combination should move us to profitability and create a powerful synergy to fuel future growth," said Glenn Nortman, CEO of 5B Technologies. "Our goal was to reach $50 million in revenues by 2003, and this proposed acquisition should put us well ahead of plan to achieve this milestone."

About CeleXx Corp.

CeleXx's core competencies drive e-business integration, including hardware and software integration, learning management integration, database engineering, custom e-learning development, e-learning help desk support, computer telephony and call center solutions.

About 5B Technologies Corp.

5B Technologies Corp. is a comprehensive business solutions provider, offering customers a wide range of integrated services, including customized design and development of Internet infrastructure and e-commerce solutions, information technology consulting, local area network and Web site security, and systems integration and support.

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties impacting the Company's business including: failure of the 5B stockholders of CeleXx stockholders to adopt the agreement providing for 5B's acquisition of CeleXx Corp., the risks that the businesses of 5B and CeleXx will not be integrated successfully, increased competition; the ability of the Company to expand its operations through either acquisitions of internal growth, to attract and retain qualified professionals, and to expand commercial and investment banking relationships as both a source of funding and stock support; the availability of computer equipment; technological obsolescence; general economic conditions; and other risks detailed time to time in the Company's filings with the Securities and Exchange Commission (SEC). If a definitive agreement is executed, 5B and CeleXx will file a joint proxy statement prospectus and other relevant documents with the SEC. Investors are urged to read the joint proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information on the proposed transaction.