Bezenet, Inc. Accepts the Reorganisation Plan to Merge With Vencap Holdings Inc

Business Wire, Jan 6, 2001

Business Editors

MIAMI--(BUSINESS WIRE)--Jan. 6, 2001

Vencap Holdings, Inc. (OTC:VCAH) and Bezenet, Inc., announced that Bezenet, inc. board of directors approved today the investment to complete and finalize the merger with Vencap Holdings, Inc. The reorganization plan consists also of a reverse of the current VCAH shares on the bases of one hundred (100) current shares of VCAH for one (1) share of of VCAH (a hundred to one reverse exchange). The agreement provides for Vencap's acquisition of 100% of Bezenet, Inc., for an undisclosed consideration and for Vencap to change the name of the company to Bezenet, Inc. to facilitate his business program and expansion worldwide.

The agreement expresses the current intentions of the parties. However, closing of this transaction, upon completion of due diligence by both parties, is subject to approval by both companies boards of directors, and various other uncertainties About Bezenet: Bezenet inc. own and operate web sites BEZENET.TV, PANDACUS.IT and BEZENET .IT,web portals for Europeans and American users seeking to do business worldwide. Bezenet Inc. also has interest in real estate, hotel management and other Internet operations. Bezenet realized with Happy Food (an Italian partner) a franchising for Italian fast food. Happy Food, who owns and directs seven restaurants all over Italy, recently signed a contract to open 23 new locations in Italy during 2001. Bezenet and Happy Food are looking forward to develop this same concept for the American market. Bezenet, Inc. Board of directors approved also an important plan of investment for 2001 which includes the development and the realization of a franchising: anti-aging medical clinics with the opening of the first two locations in march 2001, in Miami and New York. .

NOTE: This announcement has been published solely for information purposes, and is not an offer to sell nor the solicitation of an offer to buy any security. Particularly in view of the fact that the business of Vencap Holdings, Inc. is in a very early stage of development, investment in the securities of the Company should only be considered by persons who are aware of, suited to, and able to bear the risks involved. These risks include, without limitation, adverse business conditions such as those that have recently resulted in drastic declines in the valuations of most e-commerce and internet-related companies; possible adverse future economic that may negatively affect the demand for its services; unforeseen competition and the possible future introduction of new technologies that may prove functionally, technically or economically superior; the possible unavailability of sufficient capital necessary for the Company to achieve its objectives or even to sustain its operations; and its possible inability to successfully generate the significant revenues necessary to achieve profitability. Only an extremely limited public market exists for the Common Stock of the Company. Accordingly, no conclusion should be reached nor inference drawn that an investor will be able to re-sell shares of the Company at their currently-quoted market value or at any other price. In compliance with the `safe harbor' provisions of the Private Securities Litigation Reform Act of 1995, the Company notes that statements contained in this announcement that are not historical facts may be forward-looking statements that are subject to a variety of risks and uncertainties, including, without limitation, those set forth above. Accordingly, the Company wishes to caution readers of this announcement that its future actual results may differ materially from those that any forward-looking statements made in this document may imply.