Cardinal Factor And Nica-Elke Corp. Sign Letter Of Intent

Toronto, Ontario - Wednesday July 11, 2001

CARDINAL FACTOR CORPORATION (the "Corporation") is pleased to announce that it has entered into an agreement to purchase Nica-Elke Corporation's Internet properties.

"This transaction is indicative of our approach to building through partnership-style acquisitions with talented and committed individuals", states Cardinal Factor CEO Andrew Colebeck. "Moreover, this is an investment in the future -- we believe next generation Internet technology development and deployment will be based upon the XML standards. Nica-Elke's popular Internet communities are devoted to XML-based technologies and education."

Scott Duffy, CEO of Nica-Elke will join the Cardinal Factor executive team as Vice President, Internet Technologies. "With MCSD, MCP+SB, SCJP, and CIW Associate certifications, Scott brings tremendous vision and expertise to our team" states Brian Sloan, Chief Technology Officer of Cardinal Factor. "The advent of wireless technologies and hand-held devices will have a profound effect on the way developers create next generation Internet system architectures. Emerging XML and XHTML standards are central to this revolution, and education will be at the forefront."

Scott Duffy remarks, "XML is the most important new standard since HTML was developed over ten years ago. XML fundamentally changes the way companies should approach data storage, web application development and application intercommunication."

"XML has shown its enormous influence on the way data is stored and transmitted already --- the next version of HTML, called XHTML, conforms to the XML standard. By some estimates, there are one billion web pages in existence, and approximately 1 million web developers using HTML. This growing audience is only now experimenting with, and coming to appreciate the benefits of, using XHTML standards in projects. XHTMLguru.com is a leader in XHTML-related information to this enormous market."

Internet properties in the transaction include www.xhtmlguru.com, www.xlinkguru.com, www.xmldude.com, and www.emcsd.com, plus the rights to various other registered domain names and properties.

Cardinal Factor Corporation will issue 650,000 shares in consideration for the purchase price. The agreement is subject to the completion of a definitive purchase agreement. Closing is set for August 17, 2001.

Cardinal Factor Corporation is an Internet Business Development company. The corporation identifies niche marketplaces to develop early stage Internet application service technologies. Projects underway include ReallyFastFood.com Inc., an online service for the take-out and delivery marketplace segment, and GardenSupply.com Inc., a business-to-business (B2B) exchange for the wholesale and distribution segment of the gardening industry. Additionally, Cardinal Factor Corporation operates in the small and mid-sized business management software marketplace through its wholly owned BWare Software Inc. subsidiary. BWare Software is a member of IBM's PartnerWorld for Developers, and is pursuing developer partnerships with Microsoft and Sun Microsystems.

The current issued and outstanding capital of the Corporation consists of 17,910,216 common shares and 12,090,000 warrants exercisable at $0.10 per share for a period of two years ending July 28, 2002.



For more information, please visit www.CardinalFactor.com or contact Mr. Andrew Colebeck, President & CEO at (416) 537-5645.

CARDINAL FACTOR CORPORATION

489 King Street West
Suite 100,
Toronto, Ontario, Canada.
M5V 1K4