BMT Micro, Inc.
and Falcon Networking, Inc.
Announce Merger

WILMINGTON, NC. -- 20 December, 1998 -- BMT Micro, Inc., a leading
software reseller, announced today that it has entered into an agreement
and plan of merger with Falcon Networking, Inc, a Florida based
internet service provider with interests in web based publishing and design,
programming, and networking services.

Under the terms of the merger, Falcon Networking, Inc. will move
operations to Wilmington, NC. The details of the merger were resolved
over a period of months and have been approved by the principles of
both companies. The merger and relocation of Falcon Networking is
anticipated to be complete by December 31st and is currently underway.

"This merger will allow both companies to greatly enhance their core
services and at the same time form a creative environment that will
immediately benefit our customers and clients." says Thomas Bradford,
President of BMT Micro. 1998 has been a year of dramatic growth for BMT
Micro due to the diversification of our product mix and the
enhancements we've made to our services. Falcon Networking and
BMT Micro have worked closely together for 2 years and bringing the
companies together will allow our resources and talent to be used
most effectively."

"As our two companies worked together on various projects over the last
couple of years, it became clear that that the talents embodied in the
staffs of the two companies meshed in a way that would benefit from an
even closer relationship," said Dirk Terrell, President of Falcon
Networking. "By bringing our people together, both companies will grow
in ways not possible as separate entities. This merger will allow us to
provide even better service to our customers."

BMT Micro, Inc., founded in 1992, is a privately held software reseller
located in Wilmington, NC and has the distinction of being a pioneer in
electronic commerce.

Falcon Networking, Inc., founded in 1996, is a Florida-based internet
service provider specializing in web publishing.