Conac Software Signs Joint Venture Agreement With Keelor Corporation for US$9 Million -CDN$14 Million- and 10% Royalty for Software Rights.

Business Editors/High-Tech Writers

RICHMOND, British Columbia--(BUSINESS WIRE)--May 23, 2002

CONAC SOFTWARE CORPORATION (TSX-VEN: COT), May 23, 2002. Conac Software Corporation ("Conac") is pleased to announce that it has signed a Joint Venture Agreement with Keelor Corporation Limited ("Keelor Corp"), dated May 21st 2002, to form a Joint Venture Company ("Konac Software Corp.") for the purpose of marketing the Conac suite of Construction Management Software and B2B e-commerce Construction Portal services in Europe, Australia and South America. Conac shall have a 15% equity interest in Konac Software Corp.

Dev Wadhwani, Director of Business Development, states: "This is Conac's most significant accomplishment to date with respect to bringing in over CDN$14 Million into the Company over the next three years. This puts Conac on a firm financial footing that will enable the Company to aggressively penetrate the North American as well as Global marketplace, which has always been our vision."

Highlights of the Terms and Conditions of the Joint Venture Agreement are as follows:

1.   Konac Software Corp. shall retain the exclusive rights to
     market Conac's software and B2B e-commerce platform in
     Europe, Australia and South America (the "Marketing
     Region").

2.   In consideration of Conac contributing to Konac Software
     Corp. its proprietary suite of software products and on-line
     collaboration platform for the Marketing Region, Conac shall
     receive 15% of the common shares of Konac Software Corp.

3.   Keelor Corp. will receive 85% of the common shares of Konac
     Software Corp. in consideration of contributing its current
     business relationships, partnerships and alliances with a
     number of regional construction and property development
     companies in the Marketing Region and providing office space
     for the initial start-up of Konac Software Corp. for a
     period of three to six months.

4.   Keelor Corp. shall be responsible for funding Konac Software
     Corp. for US$12 million. Konac Software Corp shall pay Conac
     US$9 million over a three (3) year period, starting 90 days
     from the date of incorporation of Konac Software Corp. The
     US $9million will be placed in an escrow account by Konac
     Software Corp., within a 30 day period of incorporation, and
     held in Trust with a reputable U.K. Law firm; and made
     payable to Conac in twelve (12) Quarterly payments of
     US$750,000 each.

5.   Conac shall be responsible for providing technological
     advice and support on the customization and development of
     the suite of construction management software based on its
     existing portfolio of construction management software for
     the Marketing Region. Conac will also advise on further
     product upgrades and provide professional training and
     education as needed for the support of customer and
     maintenance services at the local level.

6.   Konac Software Corp. will pay Conac CDN$600,000 for
     development costs to customize the software for each new
     Marketing Region, where needed.

7.   The Board of Directors of Konac Software Corp. shall consist
     of 11 members, of which Keelor Corp. shall be entitled to
     elect 10 members and Conac shall be entitled to elect one
     (1) member.

8.   Konac Software Corp. shall be entitled to appoint one member
     to the Board of Directors of Conac.

9.   Conac shall receive a 10 % royalty payment on net revenues
     from product sales, payable on a quarterly basis, after the
     37th month of Konac Software Corp. operations.

10.  The Joint Venture Agreement is subject to regulatory
     approval

Conac Software Corporation is the leading edge specialist in project oriented and financial software for the Construction Industries. Since 1984, Conac's innovative and easy-to-use products have grown in market acceptance among general contractors, home builders, sub trades, designers and engineers and has become the standard for the construction industry in Canada. The Company's integrated software products control every fact of the Construction Management process.

Keelor Corporation Limited is a holding company based out the United Kingdom, with offices in Europe and Australia. Keelor Corp. has interests in shipping, oil and gas rigging, engineering and construction. It has existing partnerships and alliances with several major construction companies in Europe and Australia and South America.

To learn more about Conac Software Corporation, visit our website at: www.conac-ir.com or www.conac.com

Investor Relations:

PacWest Group,

Mike Marrandino,

PH: 604-684-6999 or

TF: 877-684-6999

[e-mail]

On behalf of Conac Software Corporation,

"Jacqueline Michael"

Jacqueline Michael, President

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.