Clarion Internet, Inc. Enters Into a Letter of Intent.

LOS ANGELES--(BUSINESS WIRE)--Nov. 22, 1999--

Clarion Internet, Inc. (OTCBB:CINE) has entered into a letter of intent to acquire the assets of Net Mentor.com of Toronto, Ontario, Canada today in consideration of 45,000,000 Preference Shares of CINE.

The Preference Shares will be non-tradeable but have the right to be converted on a one-for-one basis into common trading shares on the basis of one conversion for each $1 of retained earnings, as evidenced by audited financial statements, with conversion available annually for a period of ten years. After the ten year period the Preference Shares and the right to convert to common shares is extinguished.

Net Mentor.com will vend to CINE its proprietary managed distance learning system along with a hardware firewall solution and a continuous debit payment and identity technology which enhance the functionality of the core managed distance learning systems.

Concurrently, the founders of Net Mentor.com, James N. Rodgers, lawyer and Edwin W. Austin, accountant, agreed to act as Directors of Clarion Internet, Inc. and agreed to assume the positions of Chief Executive Officer in the case of Rodgers and Chief Operating Officer and Chief Financial Officer in the case of Austin.

The Net Mentor Managed Distance Learning System is proprietary and web enabled. It operates on Windows 95, 98 and NT platforms, on Novell and on Intranet and will support industry standard web servers and browsers. It is SQL compliant.

This acquisition will allow Clarion Internet, Inc. to aggressively pursue the $2 Trillion annual world education market with ahead of the curve technology, said new CEO Rodgers. "We will staff 7/24/365 call centers to accommodate teachers, students and E-commerce customers as we ramp up this Internet convergence of computer, telecommunications, television and retailing along with corporate, professional and public school education," he said.

In addition to the company's business of developing a single point of contact, one-stop, turn-key operation for the creation of Internet presence for existing, not-on-line "legacy" companies, Clarion will provide what they believe is the best managed distance learning system in the world.

Clarion Internet, Inc. intends to grow and achieve an above-average financial return by maintaining a large share of the public school distance learning market as well as corporate training market, professional continuing education and infomercial selling marketplace.

New proprietary technologies of Intel Corporation, such as Streaming Video, 64 Bit Chip hardware and broadband solutions will be utilized along with Clarion's state of the art IP to secure a dominant position in our marketplace.

CLARION INTERNET, INC.

Matt Blansett, President

This release may contain forward-looking statements regarding Clarion Internet, Inc.'s business, customers or other factors that may affect future earnings or financial results of Clarion Internet, Inc. Such statements involve risks and uncertainties, including but not limited to potential issues relating to markets, inability to introduce new products, ability to retain key personnel and key customers and other factors, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements.