Cardinal Factor News Release

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Cardinal Factor Enters Into Agreement With Calderone Corporation

Toronto, Ontario - Wednesday, August 2, 2000, 11:20 AM EDT

CARDINAL FACTOR CORPORATION (the "Corporation") (formerly "Calderone Corporation") is pleased to announce that it has acquired all the issued and outstanding common shares of Cardinal Factor Inc. ("CFI"). At a special meeting of shareholders held on Monday July 17, 2000, the shareholders of the Corporation approved the acquisition of CFI by authorizing the issuance of 285 Units to the shareholders of CFI in exchange for their shares. Each Unit is comprised of 50,000 common shares and 50,000 common share purchase warrants exercisable at $0.10 per share for a period of two years from date of issuance. In connection with this acquisition, the Corporation has changed its name to its current form, Cardinal Factor Corporation.

Among all items of business approved, shareholders of the Corporation also approved the election of a new board of directors and the creation of directors', senior officers' and key employees' incentive stock option plan.

CFI is an Ontario based internet business development company targeting high-growth opportunities in transaction and subscription-based business-to-business ("B2B") services, run by a unique and creative group of marketing professionals, software designers and e-commerce developers whose collective experience provides a distinct perspective on the changing Internet landscape. CFI identifies and exploits new business opportunities through its expertise in technology creation, business development and finance.

CFI is rapidly deploying its first two business domains: (an Internet-based ordering system for the restaurant and food services industry) and (a B2B marketplace for the garden supply distribution channel). CFI also owns BWare Software Inc., a developer of business software applications.

The new directors of the Corporation are Messrs. Andrew Colebeck, Brian Sloan, Michael Aucoin and Bryan Knebel. In addition Mr. Andrew Colebeck has also been appointed President and Chief Executive Officer.

Mr. Colebeck, President and CEO of CFI and BWare Software Inc., received a Honours B.A. degree in Urban Geography from the University of Western Ontario. Between 1988 and 1997, Mr. Colebeck was engaged in the marketing and communications of Metropolitan Toronto Parks and Culture Department, presenting the municipality's 4600-hectare regional parks to local, national and international communities.

Mr. Sloan, Chief Technology Officer of CFI, a graduate of the University of Western Ontario with a B.Sc. degree in Computer Science, is a self-employed computer consultant who develops customized fully-integrated web-based client/server applications.

Mr. Sloan is also a Microsoft Certified Systems Engineer specializing in Web development with MS SQL Server.

Mr. Aucoin, Vice President - Marketing and Business Development of CFI, graduated from the University of Ottawa and received a B.Sc. degree with honours in Biology. Mr. Aucoin is currently the national sales manager of J.M. Smucker Canada Inc., prior to that, he has held various sales position with the same company. Between 1996 an 1997, Mr. Aucoin was an account specialist with Campbells Soup Company Ltd.

Mr. Knebel, Chief Financial Officer of GolfNorth Properties Inc., is an owner and developer of semi-private / public golf courses and related real estate. Prior to that, Mr. Knebel has held various positions with the Toronto Dominion Bank, primarily in commercial lending.

As a result of the acquisition of CFI, the Corporation has changed its business nature. Therefore, the common shares of the Corporation are temporarily taken off from a visible quotation on the Canadian Dealing Network. The Corporation intends to file an application for a visible quotation with the Canadian Dealing Network in the near future. In the interim, all trades in the Corporation's common shares will be reported to the Canadian Dealing Network Inc. for trade reporting purposes only starting July 28, 2000. The Corporation's new symbol is "CAFA".

The current issued and outstanding capital of the Corporation consists of 15,752,716 common shares and 14,250,000 warrants exercisable at $0.10 per share for a period of two years ending July 28, 2002.

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


(formerly Calderone Corporation)

55 University Avenue
Suite 705, P.O. Box 24
Toronto, Ontario
M5J 2H7


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