eNucleus Completes Recapitalization.

Business Editors

CHICAGO--(BUSINESS WIRE)--April 5, 2001

eNucleus, Inc. (NASDAQ OTC-BB: ENCS) announced today that it has received the necessary commitments from its debt holders to complete the proposed recapitalization of the Company. The recapitalization will result in the conversion of approximately $8.0 million of short-term debt into eNucleus preferred stock and term notes.

eNucleus, a provider of managed information technology infrastructure to middle market companies, including high-end data hosting, connectivity and co-location services, with the help of Roth Capital Partners, LLC a leading small-cap underwriter, raised $6.1 million in bridge notes early last year in anticipation of private equity funding. The private equity raise never materialized due to market conditions. The Company has also been carrying debt associated with acquisitions, previously completed funding activities and cash advances from management to continue operations.

John C. Paulsen, Chairman and CEO said, "The recapitalization is extremely positive for the Company. It enables us to remove the heavy debt burden we were under due to the bridge notes. Converting the bridge notes and other debts to preferred equity and term notes gives eNucleus the ability to reach positive cash flow from operations over the short term. We are also better positioned to attract additional investment capital."

Holders of approximately $5.7 million of the Company's outstanding debt have elected to take new Convertible Redeemable Preferred Stock, Series A, of eNucleus in the recapitalization. The Series A preferred stock will have a liquidation preference of $1.00 per share and pay cumulative dividends of 12%, payable in cash or at the option of eNucleus in additional shares of Series A Preferred Stock. The Series A Preferred Stock is redeemable at any time at the option of eNucleus for $1.00 per share prior to December 31, 2001. The Series A Preferred Stock is convertible into common stock of eNucleus, based upon a $1.00 per share conversion ratio, subject to certain adjustments. The Series A Preferred Stock and any accrued dividends automatically convert into common stock on December 31, 2001 based upon the conversion ratio in effect.

Holders of approximately $2.3 million of outstanding debt have elected to take new term notes. The notes will have a two-year maturity and carry interest of 12% payable, at the election of the holder, at maturity in cash or semiannually in shares of eNucleus common stock at the greater of $1.00 per share or the prior 20-day average trading price for the stock. The notes will be senior to all debts of eNucleus arising from the dated date of the notes. Holders of the notes will also receive 0.25 shares of eNucleus common stock for each $1.00 of principal of the notes.

"We appreciate the efforts that our security holders and Roth Capital Partners have made to enable us to accomplish the recapitalization," Mr. Paulsen said. "We are a stronger company as a result and look ahead to the challenges and opportunities present in the market with greater confidence."

About eNucleus

eNucleus (www.enucleus.com) delivers the building blocks that enable middle market companies to operate in the new digital economy. By providing customers with a robust and integrated offering of Internet connectivity, data hosting, and co-location services eNucleus is striving to be the provider of choice to the middle market for their e-business infrastructure.

About Roth Capital Partners

Roth Capital Partners, LLC (www.rothcapital.com) is a leading small-cap underwriter having raised approximately $3 billion in 136 offerings over the past seven years. Roth Capital Partners is one of only five underwriters to rank nationally, in the Top 20 Aftermarket Ranking for six of the last seven years, including a number one ranking in 1994 and number five ranking in 1997. In both 1997 and 1998, Roth Capital Partners complete more public offerings for companies with under $100 million market capitalization than any other investment banking firm in the country. Additionally, in 1999, Roth Capital Partners led more underwriters for issuers with market caps of under $150 million than any other investment banking firm in the country.

Safe harbor provisions under The Private Securities Litigation Reform Act of 1995. The statements contained in this release that are not historical facts may be deemed to contain forward-looking statements, including but not limited to statements regarding overall market demand for market acceptance of the Company's services. Actual results may differ materially from those anticipated in any forward-looking statements as a result of certain risks and uncertainties, including, without limitation, the intense competition for the Company's service offerings, dependence on growth in demand for the Company's services, ability to manage growth of our operations, the ability to raise additional capital and other risks and uncertainties detailed in the Company's Securities and Exchange Commission filings. Prospective investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any of the forward-looking statements contained herein to reflect future events or developments.