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Just2clicks.com PLC (JTK)

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Wednesday 29 March, 2000

Just2clicks.com PLC

Acquisition

Just2clicks.com PLC
29 March 2000



                   Just2clicks.com plc
                ('J2C' or 'the Company')
                            
 Acquisition of the Business of Tradezone International
                         Limited
                            
J2C  (www.just2clicks.com) is totally focused on deriving
transactional revenues from B2B e-commerce worldwide  and
is  the  UK's  largest  quoted operator  of  business-to-
business  ('B2B')  vertical trading  communities.   These
vertical  communities are designed to  benefit  from  the
Internet's  ability  to  allow  businesses  in  the  same
industries to communicate and trade with each  other  on-
line.   Following its recent flotation on the Alternative
Investment  Market, J2C today makes a major announcement:
the conditional agreement relating to the acquisition  of
the business, assets and certain liabilities of Tradezone
International Limited, a private company specialising  in
e-commerce solutions.

J2C  announces  that  it has entered into  a  conditional
agreement relating to the acquisition of the business  of
Tradezone   International  Limited  ('Tradezone').    The
consideration  payable will be the  grant  of  £1,033,920
guaranteed  loan  stock  and  the  allotment  of  up   to
5,276,781 new ordinary shares.

Tradezone  is  a  developer and  supplier  of  e-commerce
solutions, its product being similar in nature  to  those
offered  by  Commerce  One  and  Infobank.   Through  its
technology,  Tradezone  provides a  range  of  e-commerce
solutions to buyers, sellers and intermediaries operating
in  the  B2B  arena.   Tradezone's e-commerce  technology
solutions  can  also be licensed out to other  e-commerce
operators.

The  conditional  agreement  entered  into  between  J2C,
Tradezone  and  Tradezone's executive directors  provides
that, subject to and conditional upon the satisfaction of
various conditions, J2C will acquire the business, assets
and  certain  liabilities of Tradezone.  The  transaction
involves the solvent reorganisation of Tradezone under  a
members'  voluntary liquidation.  The conditions referred
to above include the following:-

*    the  approval  by  Tradezone's shareholders  of  the
     transaction arrangements at an Extraordinary General
     Meeting  of  Tradezone to be held on 28 April  2000;
     and
     
*    various tax clearances being obtained.

As at 31 March 1999, Tradezone had net assets of £390,000
and  for  the  year ended on that date  reported  a  loss
before tax of £786,000 on turnover of £368,000.

Karl Watkin, Chief Executive of J2C, commented:

'The  past two weeks have seen a correction in the market
capitalisation  of many 'dot.com' stocks  on  the  London
market  which has affected the value of the more  serious
and  robust players in the B2B sector.  It is the opinion
of  the  directors that, in the medium term,  the  market
will  recognise  the  robust  nature  of  B2B  businesses
operating via the Internet, which should result  in  more
solid value for our shareholders.

'As  we  made very clear in our most recent announcements
establishing  e-cement in partnership  with  Blue  Circle
Industries  and giving details of its first $150  million
on-line auction, J2C is totally focused upon deriving its
income  stream from transactional revenues and on  taking
whatever action is necessary to deliver liquidity in  our
chosen B2B market places.  It is interesting to note that
VerticalNet,  a  competitor in  the  USA  with  a  market
capitalisation  of  several  billion  dollars,   recently
acquired Tradeum, whose products are similar in nature to
those  of  Tradezone.  No  one should  underestimate  the
significance   of   this  acquisition   to   the   future
development of J2C's business.'

Mike Jeffries, Managing Director of Tradezone, added:

'It  is  a  highly logical step for our  business  to  be
teaming up with J2C.  Our technology and their commercial
know-how  are a very potent combination, particularly  as
more and more industries recognise the importance of  on-
line  B2B trading.  We are all looking forward to working
together  and  I am confident we can become  one  of  the
major players in the B2B arena.'

The  Tradezone  technology has several  unique  features,
setting  it  apart  from competing products.   It  has  a
comprehensive suite of modules, which cover a spectrum of
e-commerce functionality, from cataloguing, through order
processing  to  receipt  of  payment.   Moreover,  it  is
suitable  for a range of B2B transactions: from suppliers
wanting  solutions for their own websites, to  businesses
wishing  to  import  a  third party marketplace  operator
running  a  portal  for  a  vertical  trading  community,
Tradezone  provides the necessary technological framework
and support.

The  fact  that  Tradezone provides  complete  solutions,
equally  weighted towards buyers and sellers in  the  B2B
market,  also  distinguishes it from other products.   It
effectively means that the Tradezone solution is  offered
as  a  complete network service.  The ultimate result  is
that  the  costs of transacting business on-line  can  be
significantly  reduced,  making the  on-line  transaction
process  more  attractive  for business  users  and  thus
creating liquidity in the relevant on-line marketplace.

A   successful   B2B   system  must  provide   end-to-end
procurement support, a high degree of buyer and  supplier
functionality,  optimum  accessibility  to  the  relevant
supplier community, information and catalogue reciprocity
and  full  integration with third party  legacy  systems.
All of these principals are embedded within Tradezone's e-
commerce solutions, thus providing scope to create highly
efficient and liquid on-line markets.

Armed with such a powerful enabling technology, J2C  will
accelerate the delivery of a range of on-line marketplace
capabilities,  not just to its existing power,  pulp  and
paper, transport and cement vertical trading communities,
but  also  to the finance, insurance, freight,  logistics
and  other  horizontal services that it is  proposing  to
offer  to these on-line communities. As J2C enlarges  its
portfolio  of  transactional  services  and  communities,
Tradezone's e-commerce technology solutions  will  be  an
invaluable   additional  asset  to   drive   and   retain
additional transactional revenues for the business.

Tradezone  will remain a separate operational  subsidiary
of  J2C and, in addition to servicing J2C's transactional
requirements, will also provide and develop  a  range  of
procurement   solutions  to  large   and   medium   sized
purchasing organisations.  Tradezone's products will also
be  available  to support other providers of  net  market
makers worldwide.

The technology platform afforded by Tradezone will enable
J2C  to  make  the best possible use of its expertise  in
rapidly  identifying target markets  and  assembling  the
necessary   industrial  knowledge  base  and   ultimately
accelerating  the  time  taken to achieve  the  necessary
market liquidity.
                                                         
                                            29 March 2000


ENQUIRIES:

Just2clicks.com plc            Tel:  +44 7808 690069
Karl Watkin, Chief Executive   E-mail:[email protected]


College Hill                   Tel:  + 44 207 457 2020
Nicola Weiner                  E-mail:[email protected]
Archie Berens                  E-mail:[email protected]

NOTES FOR EDITORS
Tradezone   International  Limited  was  founded   as   a
consultancy  and  software  development  house  for   the
telecoms industry in 1992.
In  1995,  it founded Onyx Internet Limited, which  later
became  a  wholly owned subsidiary. Onyx Internet  was  a
successful,  medium size regional ISP serving  the  North
East of England, which had an outstanding reputation  for
service  quality and which Tradezone was able to sell  to
the US telecom operator Pacific Gateway Exchange Inc.  in
September 1999.
In  November  1997,  the Company began  to  focus  on  e-
commerce,  producing the initial prototype for Tradezone.
The  first  fully functional version of  the  system  was
released for pilot trials with around thirty merchants in
1998  and  a  fully  tested and stable  system  was  made
available for commercial use in the spring of 1999.
Since  then Tradezone has been ramping up its  sales  and
marketing  effort and has started signing  up  its  first
customers, the most significant of which to date has been
Cromwell Tools, the largest supplier of engineering tools
in  the UK. In December 1999, it also contracted with its
first  third  party  service operator,  which  will  both
operate and sell a Tradezone service to its customers.
Tradezone  is  primarily structured  into  three  groups:
Operations,  Sales  and  Marketing,  Central  Admin   and
Accounts.  The  company currently employs 52  people  and
occupies 539.58 square metres of office space in  central
Middlesborough in the North East of England.
As part of Tradezone's current business plan, recruitment
is  underway for expansion in all departments, notably in
the  Sales  and Marketing teams, in line with  plans  for
global expansion.


                                                                                                                                                                                                                                          

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