4net Software, Inc. Signs Revised Letter of Intent to Acquire NWT Inc

Business Wire, Dec 30, 2002

Business Editors

RIDGEFIELD, Conn.--(BUSINESS WIRE)--Dec. 30, 2002

4net Software, Inc. (OTC BB: FNSI) announced the execution of a revised Letter of Intent to acquire all of the issued and outstanding capital stock of NWT Inc. ("NWT") in a merger transaction.

The revised Letter of Intent replaces the initial letter of intent executed by 4net Software and NWT in November 2002, which contemplated a share exchange transaction. NWT is a privately-held corporation headquartered in Salt Lake City, Utah that provides a broad range of diversified laboratory services. NWT is engaged in the business of providing drugs-of-abuse testing for government agencies, private and public companies and conducting contract research in support of new drug development for the pharmaceutical industry. For the fiscal year ended December 31, 2002, NWT expects revenues of approximately $16.5 million.

Under the terms of the revised Letter of Intent, NWT will merge with and into 4net Software and 4net Software will be the surviving corporation (the "Merger"). In connection with the Merger the surviving corporation will be named NWT Inc. Pursuant to the revised Letter of Intent, 4net Software will, among other things, affect a one (1) share for eight (8) shares reverse stock split. After giving effect to the one (1) for eight (8) reverse stock split and in connection with the Merger, the shareholders of NWT will receive in exchange for each share of NWT stock owned, approximately five shares of 4netSoftware common stock, $.00001 par value per share. 4net Software will file a registration statement of Form S-4 with the Securities Exchange Commission to register the shares of common stock to be issued to the shareholders of NWT. The Merger is subject to, among other things, the S-4 Registration Statement being declared effective by the Securities and Exchange Commission and the approval of the Merger by the stockholders of NWT and 4net Software. It is anticipated that the Merger will be completed in the quarter ending June 30, 2003. Additionally, the revised Letter of Intent provides that in connection with the Merger the Company will issue options to purchase 400,000 shares of common stock to certain members of NWT's management team and other key NWT employees with such options to be priced at market value and vesting over a three (3) year period based on to be determined milestone achievements.

Steven N. Bronson, President and CEO of the Company said, "The revised Letter of Intent merely modifies the structure of the transaction with NWT and we continue to believe that transaction will increase value for the shareholders of 4netSoftware." Mr. Bronson also stated "We believe that NWT is well positioned to capitalize on two very interesting markets and possesses an experienced management team and talented Board of Directors."

Denis C.K. Lin, Ph.D., President, CEO & Director of NWT Inc. stated, "The Board of Directors and NWT believes that the transaction with 4net Software is a valid and exciting opportunity for NWT. As a public entity, NWT will be able to access the public market for capital to enhance the future growth of our business. The addition of Mr. Steve Bronson to the NWT Board of Directors in the near future is also significant. We believe Steve's experience in the public financial markets will add an important dimension to our Board."

The Company and NWT anticipate executing a definitive merger agreement on or about January 31, 2003. In connection with the Merger, the directors and officers of NWT will replace the directors and officers of the Company, with the exception that Steven N. Bronson, will continue as a director of the Company. The Company's corporate offices will relocate to NWT's headquarters in Salt Lake City, Utah. Denis C.K. Lin, Ph.D., current President, CEO and Director of NWT, will continue to serve in those capacities. Following the closing of the transaction all of the other officers and senior management of NWT will retain their current positions and continue to run the day-to-day operations of the Company.

NWT Inc. (www.nwtinc.com), a Utah Corporation founded in 1981, competes in two distinct markets. The aggregate drugs-of-abuse testing market in which NWT's Northwest Drug Testing division located in Salt Lake City, Utah participates, is a mature market currently estimated by NWT to be approximately $700 million per year. NWT's Tandem Labs division, with laboratory facilities in Salt Lake City, Utah, and West Trenton, New Jersey, conducts business in the contract research market and supports pharmaceutical and other biotechnology companies in their advanced bioanalytical research and development activities. NWT estimates that the overall advanced bioanalytical contract research and development market in which NWT participates is approximately $250 million per year.

4net Software, Inc. (OTC BB: FNSI), 4net Software is a publicly traded corporation that is engaged in identifying, investigating and, if investigation warrants, acquiring and/or merging with a company that will enhance 4net Software's revenues and increase shareholder value.