CommercialWare Announces Asset Acquisition of Capture.Net Technologies.

Business/Technology Editors

NRF 92nd Annual Convention & Expo

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

Acquisition Part of Strategy To Become The Leading Provider Of

Cross-Channel Software Solutions For Mid-market Retailer; Combined

Company Expands and Re-Brands Product Line

CommercialWare, Inc., the leading provider of cross-channel commerce infrastructure software, today announced the asset acquisition of Capture.Net Technologies, a Toronto-based software provider developing retail chain and store management solutions for hard goods and specialty retail outfits. The combined company strengthens CommercialWare's leadership position in the mid-sized retailer market by expanding its product footprint through its offering of 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 Capture.Net. Upon approval, the assets will fold into the newly formed, CommercialWare Canada, Inc. a wholly owned subsidiary of CommercialWare, Inc.

With growth in direct-to-consumer channels creating more demand for software infrastructure, CommercialWare is positioned to be the leading provider of cross-channel software solutions for mid-market retailers. The combination of Capture.Net's and CommercialWare's products provide retailers end-to-end cross-channel solutions through point-of-sale and back office, order management, fulfillment, customer service, collaboration, and analytics applications. The acquisition of Capture.Net is part of CommercialWare's strategy that includes organic growth, growth through acquisition and expansion of their application footprint to service broader retail. CommercialWare is well positioned to provide true cross-channel commerce functionality, tightly integrating and leveraging each channel to compliment other selling channels.

As an additional part of this strategy, CommercialWare is re-branding its expanded product line. The new product line includes:

-- CWStore, formerly known as Capture.Net's Retail Management System, is a fully integrated point-of-sale and back office store management solution. Key features of CWStore include - real-time transaction processing, customer tracking, inventory management, purchasing, sales reporting and staff management;

-- CWDirect, formerly called retail. dot.commerce, is a direct-to-consumer cross-channel order management and fulfillment solution with seven modules: DirectOrder, DirectService, DirectWarehouse, DirectMerchandise, DirectMarketing, DirectFinance and DirectFulfillment;

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

-- CWAnalytics, formerly 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, formerly 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.

"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 focused on retail infrastructure software for the mid-market, 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 that offers true cross-channel capabilities. CommercialWare's integrated point-of-sale to back office solutions 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 will offer CWStore 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." Sholanki joins CommercialWare as the Vice President, Store Systems.

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 a 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.