CommercialWare Acquires Capture.Net Technologies.

Business Editors/High-Tech Writers

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NEW YORK--(BUSINESS WIRE)--Jan. 13, 2003

CommercialWare Announces Strategy To Become The Leading Provider Of Cross-Channel Software Solutions For Mid-market Retailer; Expands and Re-Brands Product Footprint

CommercialWare, Inc., the leading provider of cross channel commerce infrastructure software, today announced its acquisition of Capture.Net Technologies, a Toronto-based software provider developing retail chain and store management solutions for hard goods and specialty retail outfits, that will run as a wholly owned subsidiary called CommercialWare Canada. The combined company strengthens CommercialWare's leadership position in the retail mid-market by expanding its product footprint through offering cross channel functionality to retailers and direct marketers seeking to optimize transactions from all customer touch points. The acquisition is effective pending approval by the board of directors and shareholders of both companies. Financial terms of the transaction were not disclosed.

With growth in direct-to-consumer channels creating more demand for software infrastructure, CommercialWare is positioning itself to be the leading provider of cross-channel software solutions for mid-market retailers through point of sale and back office, order management, fulfillment, customer service, collaboration, and analytics applications. The acquisition of Capture.Net is an example of the execution of CommercialWare's strategy that will enable the company to increase revenue, expand its customer base, and broaden its product footprint. The four-prongs of the strategy include growth through acquisition; expansion of the product footprint through new product development; cross selling the expanded line of solutions to the existing, loyal customer base; and increasing professional services offerings to provide a seamless, confluence of technologies.

"The Capture.Net acquisition is consistent with CommercialWare's plan for continued growth," said Donny Askin, CEO of CommercialWare. "The merging of CommercialWare and Capture.Net, two leading companies in retail infrastructure software, will clearly strengthen the competitiveness and value of our offerings by extending our direct to consumer customer applications to include solutions for all retail sales channels, amplifying our vision of supplying true cross channel capability."

The combined company provides a comprehensive product line of integrated point of sale to back office solutions that offer true cross channel capabilities that enable customers to leverage the maturity and experience of industry-leading order management, fulfillment, retail back office and customer service capabilities across multiple customer channels including the Web, phone, point-of-sale, fax, mail or kiosk. CommercialWare Canada will offer CWPOS, formally known as Capture.Net's Retail Management Solution (RMS), an award winning, world-class point-of-sale and inventory control solution for retail chains.

"There is great synergy between the two companies and joining a reputable leader such as CommercialWare allows us to expand the scope and reach of our solutions capability," said Roger Sholanki, CEO of Capture.Net. "The combination of the two companies allows retailers and direct marketers to provide customers with a consistent customer service experience across all sales channels from point of sale through order fulfillment." Sholanski joins CommercialWare as the Managing Director of CommercialWare Canada.

CommercialWare re-branded its expanded product line. The new product line includes:

-- CWPOS, formally known as RMS, gathers in real-time, point-of-sale transactions, manages customers and performs back office functions such as: creating purchase orders, transferring inventory, sales reporting and staff management.

-- CWDirect, formally called retail. dot.commerce, is a direct to consumer order management and fulfillment solution with six modules named CWFulfillment, CWService, CWWarehouse, CWMerchandise, CWMarketing, CWFinance;

-- CWIntegration, formally named integration. dot.commerce, is a platform that integrates CommercialWare's software with customers' existing IT architecture, and communicates with CWDirect;

-- CWAnalytics, formally known as analytics. dot.commerce, is an application that extracts data from CWDirect with minimal technical investment and allows end users to analyze data and identify trends;

-- CWCollaborate, formally called collaborate. dot.commerce, is a software platform that collaboratively links the operations of a retailer with those of their suppliers to dramatically improve customer satisfaction and increase efficiency throughout the order fulfillment process.

About CommercialWare

CommercialWare is the leading developer of software products that offer cross channel functionality to retailers and direct marketers seeking to optimize transactions from all customer touch points. CommercialWare's comprehensive portfolio of products will provide cross channel infrastructure linking all aspects of the transaction lifecycle through point of sale and back office, order management, fulfillment, customer service, collaboration, and analytics applications. CommercialWare, the brand in cross channel retail, offers a confluence of solutions that power more than 100 leading retail brands, including Abercrombie and Fitch, Starbucks, Party Land, Brooks Brothers, J.Jill, Ritz Camera, Jos A. Bank, and Patagonia. For more information, visit CommercialWare at www.commercialware.com.

About Capture.Net Technologies

Capture.Net Technologies Inc. is software company serving North America's $9.3 (U.S.) billion Retail Management Systems market. Its fully integrated real-time solution automates retail store operations, point-of-sale transaction processing, inventory and customer relationship management for hard goods and specialty chains. Since 1996, Capture.Net's flagship product RMS has been installed in over 5,000 check out lanes supporting a wide range of retail businesses.