SHOPNET.COM, INC., Announces Signing of an Investment Agreement by Their Affiliate Company, Play Co. Toys & Entertainment, Corp., to Take Subsidiary Public

Business Wire, July 28, 1999

NEW YORK--(BUSINESS WIRE)--July 28, 1999--

(Nasdaq:SPNT) (Warrants:SPNTW) (Frankfurt Exchange:ZSN) SHOPNET.COM today announced that its affiliate, Play Co. Toys & Entertainment Corp. ("Play Co." or the "Company" for Play Co. Toys and subsidiaries collectively) announced today that it has entered into an investment agreement with a banking firm to take public its subsidiary, Toys International.COM, Inc. ("Toys International"), in an initial public offering.

The investment agreement anticipates IPO proceeds of approximately $20 million through the sale of 22% of Toys International. The investment agreement calls for the IPO to occur in approximately 90 days.

As part of the agreement the investment banking firm participated in a $2.8 million pre-IPO private equity placement and the Company has already received those funds.

PlayCo. is a retailer with 26 stores located in six states operating under the Play Co. Toys, Toys International and Toy Co. trade names. Play Co. specializes in offering educational, specialty, collectible, imported and traditional toys.

SHOPNET.COM's Breaking Waves, Inc subsidiary's Small Waves website (www.smallwavesswimwear.com) known for selling deep discounted, high quality children's swimwear direct to the public, will expand it's line of merchandise to include toys and merchandise featured on Play Co.'s website, Toys Why Pay Retail(www.toyswhypayretail.com).

The highly discounted toys and specialty items will augment Small Waves offerings and establish Small Waves as a year round outlet for children's items. The expanded website should be operational in September.

"www.breakingwaves.com, our B2B website has been an important element in the increase in sales," continued Friedland. " It has assisted our sales force in expanding our base of specialty stores and soon will be integrated within our state of the art computerized system allowing client ordering, inventory control and shipping.

Additional information visit www.usa-shopnet.com.

Statements contained in this press release which are not historical facts may be considered forward looking information with respect to plans, projections, or future performance of SHOPNET.COM or Play Co. as defined under the Private Securities Litigation Reform Act of 1995. Those forward looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those projected.