Celerity Sells CD ROM Assets to Maxwell Rand For Shares.

Business Editors/Technology Writers

KNOXVILLE, Tenn.--(BUSINESS WIRE)--Feb. 21, 2001

Celerity Systems, Inc. (OTC BB: CLRT) and Maxwell Rand, Inc. today announced that Celerity has sold the assets of its CD ROM Division for $100,000 in preferred shares of Maxwell Rand, which are convertible to common shares on a scheduled basis over a two-year period. The assets sold include the hardware and software related to the Mediator(TM), CD Workware(TM), and other CD document management products, as well as records, customer lists, materials, and related items. Maxwell Rand intends to offer some or all of the products as part of their business, and hopes to rebuild some dormant customer relationships. Celerity stopped actively marketing the products in 1998, but has continued to have sales through the current period. The Division has been shown as a discontinued operation in Celerity's financials.

"We are glad that Maxwell Rand plans to sell and update the products," said Kenneth Van Meter, President and CEO of Celerity. "We have tried to offer some measure of support to our loyal customers, but this is just not our core business, and we have been seeking a motivated and professional buyer for the division's assets for nearly three years. I hope it proves to be a great success for Maxwell Rand, especially now that we are a shareholder."

"Maxwell Rand is pleased to acquire the assets of Celerity's CD ROM division with integration of its proprietary technology prior to planned registration with the SEC and NASD OTC trading," said Dr. Ahmad Moradi, CEO of Maxwell Rand, "We think with Maxwell Rand's Compression algorithm and document imaging technologies obtained through Celerity, we have a winning combination that the existing and potential users will gain a greater benefit. We think that the core technologies in the products will have value for us, and we would of course like to get many of the original customers back, hopefully with improved and updated products. I think this sale is a win for us and Celerity, and we intend to make it a win for the CD ROM customers, as well."

Celerity Systems is a provider of advanced digital set top boxes and video servers for the interactive television and high speed Internet markets. Celerity's target markets include multihousing, hospitals, hospitality, schools, telcos, energy companies, and cable companies. Celerity can also provide end-to-end systems through strategic relationships with leading companies including Cisco, Battelle Laboratories, Innovacom, Marconi, nCube, and Minerva Systems.

Maxwell Rand is a developer of proprietary compression algorithm that would allow users to securely store, view and transmit large image files into a fraction of its size with no or little visual loss. The Company has been in the research and development phase for more than four years and now plans to provide integrated solutions to its existing and future users who require CD ROM based or online access to document and images.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements which are not historical facts contained in this press release are forward-looking statements that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future financial results, additional financing requirements, development of new products, government approval processes, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties detailed in the Company's filings with the Securities and Exchange Commission.