TNS SIGNS ISO

TNS Smart Network Inc., one of
Canada’s leading cash transaction processors, is proud to announce that Cash
Depot of Green Bay, Wisconsin has taken the next step in managing their
Automated Teller Machine business by purchasing the license to the Smart
Processing Suite. Developed by TNS, the Smart Processing Suite will allow Cash
Depot to control their own network, while providing accurate, reliable and
cost-effective transaction processing solutions, and to better provide for the
growing needs of their customers.

TNS and Cash Depot share the same vision – to lead with the cutting edge
of technology, and provide the benefits of that technology to their customers.
“We want to vertically integrate all of our ATM functions… we purchased the
switch because we wanted to control our own destiny,” said Dave Charles,
President of Cash Depot. “We wanted to eliminate the middleman, and we wanted
efficiency.”

TNS has paved the way for companies like Cash Depot to move ahead with
the flexibility to control their own network and maximize their market
potential. As a progressive company at the forefront of technology, TNS
understands that a cost-effective, secure and accurate system of moving
financial and business transactions is essential in today’s marketplace. “The
deployment of our switch at Cash Depot will help us expand our strategic
markets nationally and internationally,” said Mischa Weisz, President and CEO
of TNS Smart Network Inc. “We will be bringing these markets a solid and
intelligent EFT solution.”

TNS provides Independent Sales Organizations (ISOs) and Financial
Institutions with the tools and expertise to make the transition from
exclusively sales-focused businesses to full service providers. The Smart
Processing Suite, developed by TNS to be flexible, economical and easy-to-use,
currently drives almost 3,000 ATMs across Canada, and has processed over 45
million transactions, representing more than $4.5 billion, using “off-premise”
ATMs owned by TNS’s business partners.

Since 1996, TNS has taken pride in offering customers the latest in
proven systems technology, an uncompromising approach to security, and a
dedication to maximizing customer service. Whether taking advantage of TNS’s
full service bureau or purchasing the Smart Processing Suite, customers
receive cost effective, confidential and secure transaction processing with
state of the art technology.

To obtain further information about the Smart Processing Suite or
services offered by TNS Smart Network, call 1-888-236-4354 or visit their
website at
http://www.tns-smart.net.

SUREFIRE ADVISORY COMMITTEE

SureFire Commerce Inc. (TSE:FIR), a leader in e-
commerce payment services, announced the creation of its advisory
committee, comprising international experts in gaming and electronic payments,
to further strengthen the company’s business development team. The primary
responsibility for the committee will be to assist the company in completing
new partnerships and alliances in the areas of gaming and electronic payments.

Rory Olson, President and CEO of SureFire Commerce, has announced the
following members to SureFire’s Advisory Committee: Robert McMonigle, former
Executive Vice-President, Sales of International Game Technology (NYSE: IGT);
Frank Catania, ex-chair of the International Association of Gaming Regulators;
Charles Crawford, a renowned expert in the online payment processing industry;
Steve Shaper, former CEO of TeleCheck International Inc.; and Mitchell Garber,
SureFire Commerce’s Executive Vice-President of Business Development, who will
chair the committee.

“One of the first mandates for SureFire’s Advisory Committee is to
increase revenues through deeper penetration of the land-based gaming
industry, and participation in this industry’s online transition. The
international land-based gaming industry is valued as a multi-billion-dollar
industry that is currently seeing several of the biggest names announce their
intention to pursue online business activities,” said Olson. “Our advisory
committee members are an invaluable asset to SureFire Commerce. They bring
with them a world of contacts and expertise in fraud and risk management,
gaming, and payment processing.”

SUREFIRE COMMERCE’S ADVISORY COMMITTEE MEMBERS BIOGRAPHIES

ROBERT MCMONIGLE

Mr. McMonigle is former Executive Vice-President, Sales of International
Game Technology (NYSE: IGT), one of the world’s largest gaming equipment
manufacturers. He is currently President of McMonigle and Partners, a gaming
consultancy firm in Las Vegas.

During his 15-year tenure at IGT, for which he continues to consult, Mr.
McMonigle held a variety of executive positions in sales and business
development and was responsible for negotiating contracts with hundreds of
major casinos in licensed jurisdictions worldwide. In his capacity as
Executive Vice-President of IGT, Mr. McMonigle oversaw the sales and service
offices in the United States, Australia, Canada, Japan, Europe, Latin America,
and South America. Mr. McMonigle is currently President of the Association of
Gaming Equipment manufacturers, and is an associate member of IAGA
(International Association of Gaming Attorneys). Mr. McMonigle is a graduate
of Southeast Missouri State University with a bachelor’s Degree in Business
Administration.

FRANK CATANIA

Mr. Catania is an attorney, and a principal in Catania Consulting Group,
Inc. of New Jersey, a consulting firm with extensive experience in gaming
issues. He has particular expertise in compliance. A former Deputy Speaker of
the New Jersey General Assembly, he actively develops and directs the
implementation of lobbying, issues management, media relations, community
affairs, and government advocacy programs for all clients.

Mr. Catania is a former Director of the New Jersey Division of Gaming
Enforcement (DGE), the regulatory and enforcement agency responsible for
maintaining integrity and trust in all Atlantic City gaming operations. As
division director, Mr. Catania was a driving force in updating the New Jersey
Casino Control Act.

Mr. Catania served as the chair and vice-chair of the International
Association of Gaming Regulators (IAGR) and was a co-founder and past chairman
of the Forum of American Casino Regulators (FACR). Prior to accepting former
New Jersey Governor Whitman’s appointment as Director of the DGE, he served in
the New Jersey General Assembly as Deputy Speaker. As a key member of the
general assembly’s leadership, Mr. Catania authored several key pieces of
legislation that were signed into law, including legislation that reduced the
state sales tax from 7% to 6%. Mr. Catania is a graduate of Rutgers College
and received his JD from Seton Hall University Law School.

CHARLES CRAWFORD

Mr. Crawford, a renowned expert in the online payment processing and
prepaid value card industries, is former Executive Vice-President of Internet
Billing Company, one of the world’s largest processors of merchant Internet
payments. While with iBill, Mr. Crawford focused in the areas of strategic
planning, merchant underwriting and risk management, bank and industry
relations, and business development.

Previously, he was CFO and later CEO of Electronic Card Systems, Inc. in
Los Angeles, a pioneer in the processing of Internet commerce credit card
payments. That group of companies was on the Inc. Magazine 500 Fastest Growing
Private Companies list for four straight years. Mr. Crawford worked for many
years as a management consultant, preparing companies for financing and
commercialization of their technologies.

Mr. Crawford is a well-known speaker and writer within the credit card
industry and serves on the Education Committee and International Acquiring
Committee of the Electronic Transactions Association. He graduated from the
University of Nevada with a degree in political science.

STEVE SHAPER

Mr. Shaper, also a member of SureFire Commerce’s Board of Directors, is
the former CEO of TeleCheck International Inc., a wholly owned subsidiary of
First Data Corp. (NYSE: FDC), a leading provider of cheque acceptance,
electronic payments, and collection services. While at TeleCheck, the company
grew from a regional organization to an international corporation of almost
half a billion dollars in revenue.

Mr. Shaper held numerous other senior management positions during his 13
years at TeleCheck, including COO and President of Sales and Services. Under
Mr. Shaper’s leadership, TeleCheck also became a world leader in risk
management, and developed a significant market share in the land-based gaming
world. Mr. Shaper holds a Bachelor of Science degree from Rice University and
an MBA from Harvard in Production. He recently completed a term on Rice
University’s Board of Governors. Mr. Shaper currently serves on numerous
corporate boards and is active in church and civic organizations.

MITCHELL GARBER

Mr. Garber is an attorney and is the Executive Vice-President of SureFire
Commerce in charge of Business Development. From 1991-1999 Mr. Garber was a
private practice attorney specializing in Gaming Law and represented land-
based licensed casinos and gaming equipment manufacturers, including IGT,
Anchor Gaming, Trump Properties, Casino Windsor (a joint venture then of
Caesars, Circus-Circus, and Hilton), Harrah’s, Bally’s, MGM, and numerous
others in areas ranging from casino debt collection, licensing, and
compliance, to new casino development.

Mr. Garber has been published frequently on the subject of Internet
gaming and is a well-known speaker on the topic as well. He is a member of the
Editorial Board of the Gaming Law Review, and an active member of the
International Association of Gaming Attorneys. Mr. Garber was principally
involved in starting the credit card processing business that is now the core
business of SureFire Commerce, and is responsible with his business
development team for the payment deals at SureFire Commerce since its
inception, including CIBC, points.com, Intuit, Network Commerce, and others,
as well as a number of Internet gaming processing deals that have put SureFire
Commerce in a leadership position in that area. Mr. Garber has a bachelor’s
degree from McGill University and a Law degree from the University of Ottawa.

ABOUT SUREFIRE COMMERCE

SureFire Commerce Inc. (TSE: FIR) is a global provider of secure online
payment solutions and e-commerce support, processing over $1.2 billion of
online transactions annually. The company specializes in payment solutions in
three core areas: Internet payment processing for online businesses and
licensed Internet gaming companies, bill presentment and payment processing
for physical businesses, and corporate b_lling solutions. SureFire Commerce’s
online payment solutions are marketed to consumers and merchants through
strategic partnership agreements with companies that have significant brand
recognition and distribution channels. SureFire Commerce is headquartered in
Montreal, Quebec, with offices in Hull, Quebec, and London, England.

GEAC SALE

In a strategic
move to solidify Diebold’s existing customer base in Canada and build upon a
solid foundation of financial institution customers in the automated teller
machine industry, Diebold, Incorporated announced it has closed a deal to
purchase the ATM service business of Geac Canada Limited.

“This purchase will effectively expand our Canadian operations,” said John
M. Deignan, managing director of Diebold Company of Canada, Ltd. “We now have
a stronger presence in Western Canada, which complements our existing customer
base and enhances our service offerings for financial institutions.”

The acquisition provides Diebold with immediate inventory of parts,
technical documentation and trained personnel with the capability necessary to
serve its escalating customer base. By virtue of this acquisition, Diebold
will assume the role of premier service provider to North Shore Credit Union,
Squamish Credit Union, Surrey Metro Savings Credit Union, Vancouver City
Savings Credit Union and Westminster Savings Credit Union. In addition,
Diebold will service NCR-manufactured advanced-function and cash dispensing
terminals for the aforementioned customers. Diebold has hired all of the Geac
self-service personnel in Canada.

“As Geac continues with its corporate growth strategy, the company will
pursue opportunities that enable it to add intrinsic value to the entire
organization including customers, partners, employees and shareholders,”
declared Jim Handy, senior vice president, GES, North America. “By divesting
our bank machine teller maintenance business to Diebold we are focusing more
exclusively on providing our global customer base with the increased support,
service and technology developments core to their businesses. The customers
and employees affected will be given an opportunity to develop with a leader
in the self-service banking industry.”

About Geac Computer Corporation Limited

Geac Computer Corporation Limited (Toronto: GAC) headquartered in Markham,
Canada is a provider of mission critical software and systems solutions to
corporations around the world. Geac solutions include cross-industry
enterprise business applications for financial administration and human
resources functions, and enterprise resource planning applications for
manufacturing, distribution, and supply chain management. Geac also provides
industry applications to the real estate, restaurant, property, and
construction marketplaces, as well as a wide range of applications for
libraries, government administration and public safety agencies. Further
information is available on the World Wide Web at
http://www.geac.com , or
through e-mail at [email protected] .

About Diebold, Incorporated

Diebold, Incorporated is a global leader in providing integrated self-
service delivery systems and services. Diebold employs more than 12,000
associates with representation in more than 80 countries worldwide and
headquarters in Canton, Ohio, USA. Diebold reported revenue of $1.76 billion
in 2001 and is publicly traded on the New York Stock Exchange under the symbol
‘DBD.’ For additional information on Diebold security, visit
http://www.dieboldcanada.com.

HOME CAPITAL 4Q/01

Home Capital Group Inc. (TSE:HCG.B) announced the results of a year marked by
record earnings and key milestones
that widened the scope of its business activities and positioned the Company
for continuing growth going forward. These unaudited results were generated by
the Company’s wholly owned subsidiary, Home Trust Company.

– This represents the 26th consecutive quarter in which earnings have
exceeded those of the previous quarter.

– Return on equity over 20% for fourth consecutive year.

– In January 2002, 1.5 million Class ‘A’ multi-vote shares were
converted to the same number of single vote Class ‘B’ subordinated
voting shares without benefit or enhancement.

– Home Trust’s core residential first mortgage business remains strong.

– The Company is well positioned to continue its upward earnings
momentum in 2002.

Home Capital Group Inc. is a holding company, publicly traded on the
Toronto Stock Exchange (HCG.B), operating through its principal subsidiary,
Home Trust Company. Home Trust is a federally regulated trust company offering
deposit, mortgage lending, retail credit and credit card issuing services.
Licensed to conduct business across Canada, Home Trust has offices in Ontario,
Alberta and British Columbia.

HOME CAPITAL GROUP INC.

TO OUR SHAREHOLDERS

Record earnings achieved during 4th quarter and the year

Home Capital Group Inc. (TSE:HCG.b) has completed the most successful
fourth quarter and year in its history. The Company has met or exceeded each
of its previously stated annual performance targets. Even more important,
there is every reason to believe that the Company will maintain this positive
trend during 2002 through its wholly owned subsidiary, Home Trust Company.

26th consecutive quarter of increasing earnings

Net income for the fourth quarter grew by 37.6% to $4,113,585 from the
$2,990,255 recorded for the same period in 2000. Net earnings per share for
the quarter rose by 35.0% to $0.27 from the $0.20 for the previous year.

For the year, the Company realized net earnings of $14,859,569, up 42.2%
over the $10,451,634 achieved during 2000. Net earnings per share for the year
rose by 39.4% to $0.99 from $0.71. Fully diluted earnings per share rose 37.9%
from $0.66 to $0.91.

The Company greatly exceeded the targets announced in the 2000 Annual
Report, of at least 20% growth in earnings and in fully diluted earnings per
share for the 2001 fiscal year.

Return on equity over 20% for 4th consecutive year

Return on equity during the fourth quarter was 22.5% as compared to the
24.8% achieved one year earlier. This reduction resulted from the additional
$13,440,000 in equity raised in September 2001. For the year return on equity
increased to 23.8% from the 23.2% recorded in 2000.

This represents the fourth consecutive year in which return on equity has
exceeded 20%.

Asset growth over 27%

Assets grew to $1,121,214,975, an increase of 27.1% over the $881,924,852
at year-end 2000. In addition, the Company administers a portfolio of
mortgage-
backed securities originated and sold by Home Trust, which grew from
$12,422,409 at the year ended 2000 to $65,626,630 for the current year end and
is not reflected in the asset total.

Responsible risk management continues

Net impaired loans at the end of 2001 represented 0.52% of the total
portfolio, remaining the same as the third quarter of 2001, up from the 0.39%
recorded at year-end 2000.

The Company had also targeted an increase in its general allowance during
2001 so that it would represent at least 90 basis points of risk-weighted
assets at year-end. This provision stood at $5,517,376 at December 31, 2001,
representing 91 basis points of risk-weighted assets and an increase of
$1,368,245 from the amount at the end of the previous year.

General allowance included in tier 2 capital

During the quarter, the Office of the Superintendent of Financial
Institutions Canada (OSFI) authorized Home Trust to include a portion of the
Company’s general allowance in tier 2 capital. This approval from OSFI permits
the Company to include over $5 million of its general allowance as part of its
regulatory capital base.

At year-end, the Company’s tier 1 capital rose to $66.1 million from
$45.5 million reported at the end of 2000. Total capital rose to $86.4 million
from $60.5 million in 2000. Total capital ratio at year-end was 14.3% which is
significantly higher than the average of the six leading banks at 12.5%.

Continued success with mortgage-backed securities (MBS)

Mortgage securitization continues to represent a profitable and
sustainable segment of the Company’s business. During the fourth quarter the
Company issued a further $11.1 million in MBS pooling of residential
mortgages, generating $881,000 in revenue. During the year as a whole, the
Company issued $57.7 million in mortgage-backed securities, resulting in
revenues of $3.0 million.

Home Trust VISA focuses on secured credit card

The Company’s original strategy was to provide a credit card to the
underserved market, which would include both secured and unsecured products.
Through ongoing testing and behaviour analysis in the marketplace, Home Trust
has identified the consumer need for the secured product and is now focussing
on this product. There is a large opportunity to provide a service to
Canadians that are establishing or re-establishing their credit. As at
December 31, 2001 the number of cardholder accounts totaled 21,395 as compared
to 2,060 at the end of 2000. Receivables have grown to $11,404,992 from
$339,210 last year. With the VISA credit card portfolio continuing to mature,
we anticipate the VISA program will be profitable in 2002.

Progress in retail credit services

The Retail Credit Services division, formed during the second quarter of
2001, continued to grow through year-end. Designed to provide financing for
customers purchasing products from 20 established businesses, the division
ended 2001 with $3,260,671 in receivables. During the fourth quarter a
contract was signed with Creditwave to provide consumer financing for Staples
Business Depot. An agreement was also signed with Aeros Canada Inc.
(Electrolux). The Company is encouraged by the positive launch of this new
line of business and anticipates the division will make a measurable
contribution to earnings during 2002.

Quarterly dividend declared

The Board of Directors declared a quarter_y dividend of $0.025 per share
payable on March 1, 2002 to shareholders of record at the close of business on
February 14, 2002.

Share conversion announced

Subsequent to the end of the quarter, on January 25, 2002, Home Capital
announced a share conversion that reduced the number of the Company’s multi-
vote shares. The holders of the Company’s 3,025,000 convertible Class ‘A’
multi-vote shares have converted 1.5 million of the Class ‘A’ shares into the
same number of single-vote Class ‘B’ subordinated voting shares. The 1.5
million shares have been listed on the Toronto Stock Exchange.

This conversion increased the float of publicly traded Class ‘B’ shares
from 13,322,610 to 14,822,610 with no dilutive effect on the Company’s
earnings per share. Following this conversion, the remaining 1,525,000 Class
‘A’ shares will represent 7.6 million votes (34%) while the Class ‘B’ shares
will represent 14.8 million votes (64%). The Class ‘A’ shareholders have taken
this action without benefit or enhancement. They and the Board agreed that
reducing the number of multi-vote shares outstanding is in the best interests
of Home Capital and all of its shareholders by enhancing the liquidity of the
Class ‘B’ shares and placing voting control in the hands of the investing
public.

A positive business environment and outlook

The Company believes that the positive performance in the quarter under
review and the year is sustainable. There exists a strong demand in the
marketplace for national alternatives to the products offered by traditional
financial institutions. Home Trust has been successful in understanding and
meeting the needs of this large target market.

Canada is experiencing somewhat softer economic conditions, however we
have not seen any negative effects on the growth or profitability of the
Company to date. We remain vigilant and are confident that our well regarded
underwriting techniques and risk management procedures will continue to serve
us well in the future.

The Company is well positioned to continue its upward earnings momentum
and we are confident in our ability to continue generating value for all
shareholders during 2002.

SCOTIABANK E-XACT

E-xact Transactions Ltd. announced that its Web-based credit card payment
processing technology
has been incorporated into Scotiabank’s newest e-commerce product –
ScotiaMerchant Web Payment Plug-in.

By “plugging in” E-xact’s software to a business Website or call centre,
merchants can offer their customers the convenience of secure online credit
card processing, without having to store customer credit card information.
“At Scotiabank and our e-commerce subsidiary e-Scotia, we are committed to
providing our business customers with new and innovative products,” said
Albert
Wahbe, CEO of e-Scotia and Executive Vice-President of Scotiabank’s Electronic
Banking. “With this latest offering we are making it easier for our customers
to do business on the Internet.”

E-xact’s software allows ScotiaMerchant Web Payment Plug-in customers the
flexibility of real-time, batch or recurring transaction processing, depending
on the unique business need of each customer.

“With ScotiaMerchant Web Payment Plug-in, businesses can enjoy the
simplicity and security of having their customers’ information stored securely
by Scotiabank,” says Peter Fahlman, CEO of E-xact Transactions. “Access to
transaction details, history and administrative functions through a Web
browser
means that companies can save time and money and focus on serving the needs of
their customers.”

About E-xact Transactions Ltd. (CDNX: EXZ.U)

E-xact Transactions Ltd. specializes in the real-time, secure movement of
financial information through IP-based Point-Of-Sale interfaces. E-xact
provides quick, easy and affordable transaction solutions for merchants and
corporate businesses. Whether it be creating automated payment processing for
Websites, billing cycles for subscription and other recurring payment
services,
card-swipe and PC terminals for brick & mortar outlets, or full provisioning
for an enterprise-wide platform – E-xact offers a wide range of credit card
purchase capabilities and full administrative Web interfaces for all
transactional data.
Additionally E-xact offers on-line automated provisioning services through
SpeedyMerchant for banks and other credit-assessment agencies. For further
information please visit E-xact’s Website:
http://www.e-xact.com.

About Scotiabank

e-Scotia is Scotiabank’s e-commerce subsidiary specializing in e-commerce
products, sales and services. Scotiabank is one of North America’s premier
financial institutions, with more than $284 billion in assets and
approximately
51,000 employees worldwide, including affiliates. It is also Canada’s most
international bank with more than 2,000 branches and offices in more than 50
countries. Scotiabank is on the World Wide Web
http://www.scotiabank.com. For more information on
ScotiaMerchant Web Payment Plug-in please visit
http://www.scotiabank.com/paymentplug-in.

DATAWAVE STOCK

In accordance with the
requirements of Section 111 of the Securities act (British Columbia) and
Section 101 of the Securities Act (Ontario), Cash Card Communications Corp
Ltd., a private Bermuda company, (the “Investor”) announces that it has
acquired, by way of purchase, beneficial ownership of, or the power to
exercise
control or direction over, 2,174,000 common shares of DataWave Systems Inc.
(“DataWave”) at a cost of US$434,800. DataWave is a reporting company whose
shares are posted and listed for trading on the Canadian Venture Exchange
under
the trading symbol “DTV” and on the Over-The-Counter Bulletin Board (OTCBB) in
the United States under the trading symbol “DWVSF.”

Upon completion, the Investor will have a total of 17,949,000 common shares
currently comprising 40.91% of the outstanding shares of DataWave.
The Investor believes that the Company’s stock is substantially undervalued,
and out of a concern that the Company might receive an unsolicited purchase
offer, it approached Glencoe to acquire 2,174,000 to protect its earlier
investments.
The Investor’s acquisition of 2,174,000 shares was made for the express
purpose
of discouraging any such “extraordinary transaction.”

As of the date hereof, the Investor does not intend to increase its beneficial
ownership of, or control or direction over, any securities of DataWave.

VISA DESJARDINS MASTERCARD

First Data Loan
Company, Canada (First Data Merchant Services Canada), one of Canada’s
leading
MasterCard acquirers, has entered into a marketing agreement with VISA
Desjardins, the largest VISA issuer and acquirer in Que’bec, to provide
MasterCard acquiring to VISA Desjardins merchants. VISA Desjardins will
designate FDLCC as its partner provider of MasterCard processing for VISA
Desjardins-generated VISA merchants, and will promote the combined service
offering for acceptance of all card types throughout Desjardins’ network.
Under the arrangement, First Data will serve as the acquirer for all
MasterCard
payments and VISA Desjardins will provide VISA and Interac acquiring and
processing services.

VISA Desjardins will provide all VISA and MasterCard customer service for
merchants in the joint program, leveraging both FDMS Canada and VISA
Desjardins
systems capabilities to provide top quality service. The parties have
agreed
to assign dedicated sales staffing to promote the program throughout Canada,
and to explore certain program enhancements for the benefit of small business
customers, including the use of FDMS Canada’s automation tools, technology,
and products.

With this new relationship, both FDMS Canada and VISA Desjardins anticipate
strengthening their positions in the Canadian marketplace. FDMS Canada will
continue to utilize the merchant processing capabilities of First Data
Merchant
Services. VISA Desjardins will continue to utilize its merchant processing
capabilities. This agreement is just the beginning of an exciting new
relationship aimed at leveraging the strengths of both companies to provide
the
best possible service to their customers.

About First Data Loan Company, Canada
First Data Loan Company, Canada (First Data Merchant Services Canada) is a
subsidiary of First Data Corp. and the third largest merchant acquirer for
MasterCard transactions in Canada. FDMS CANADA provides the
payment-processing
technology, reliability and redundancy that merchants demand by providing
solutions to merchants to safely and securely accept electronic payments.

FDMS

CANADA offers point-of-sale processing via First Data Merchant Services. A
subsidiary of First Data Corp., First Data Merchant Services annually
processes
and settles almost 9 billion transactions for more than $490 billion in sales
volume from 2.8 million merchant locations. First Data Corp. (NYSE: FDC),
with global headquarters in Denver, Colorado, USA, powers the world economy,
serving over 1,400 card issuers and millions of consumers worldwide. For more
information, please visit
www.firstdata.com.

About VISA Desjardins

VISA Desjardins, which is part of the Fe’de’ration des Caisses Desjardins du
Que’bec, is the largest VISA issuer and merchant acquirer in Que’bec. VISA
Desjardins has over 700 employees, serving more than 1.9 million cardholders
through its extensive Caisses Desjardins and Community VISA affiliated credit
unions throughout Canada. Desjardins also provides payment services to over
55,000 merchants. VISA Desjardins’ Merchant Acquiring sales volumes reached
$3.7 billion dollars in 2001. For more information, please visit
www.desjardins.com.

SUREFIRE 4Q/01

SureFire Commerce Inc. announced its financial results for the third
quarter of
fiscal year 2002. The
Company continues to deliver on its commitment to profitability by recording
its third consecutive quarter of net profit and its ninth consecutive quarter
of operating profit. The Company also reported revenue of $64.7 million for
the first nine months of fiscal 2002, 21% higher than revenue of $53.4 million
for the same period last year.

“For the first nine months of fiscal 2002, SureFire Commerce has remained
focused on achieving net profitability and we have done so in an economic
environment that has been very challenging. We are willing to accept a slower
rate of short-term revenue growth in order to remain profitable and build for
the long-term. We are extremely pleased with these results,” said Rory Olson,
President and CEO of SureFire Commerce.

For the three-month period ended December 31, 2001, revenues totalled
$19.6 million. SureFire Commerce also recorded operating profit of $870,000
and net profit of $534,000, or $0.01 per share. For the first nine months of
fiscal 2002, revenues totalled $64.7 million, compared to $53.4 million for
the nine-month period ended December 31, 2000. For the first nine months of
fiscal 2002, net profit totals $2.6 million, compared to a net loss of $20.2
million for the nine-month period ended December 31, 2000. Revenue for the
third quarter remained relatively unchanged compared to the previous quarter,
primarily due to overall weakness in the general economy and the continuing
impact of the tragic events of September 11th.

Cash and cash equivalents at the end of the quarter totalled $94.4
million, including $78.8 million in customer deposits as well as $15.6 million
in free cash. The Company has a receivable from one of its suppliers of
services in the amount of $10.2 million. This receivable relates to charges
from the supplier that the Company believes are unsubstantiated and the
Company is actively pursuing their recovery. In the opinion of management,
adequate provision has been made in the accounts of the Company.

SureFire Commerce also reported that it has achieved several milestones
during the quarter. The Company currently has in excess of 130,000 FirePay
Personal Accounts, and processed US $87.9 million in transactions for these
accounts in the third quarter of fiscal 2002. The Company has in fact
processed almost 24 million transactions since the launch of its proprietary
transaction processing engine a year ago.

As part of its strategy, SureFire Commerce remains committed to net
profitability and will endeavour to stimulate strong mid- to long-term revenue
growth by pursuing relationships with regulated land-based gaming companies
pursuing online strategies. The international land-based gaming industry,
including Nevada and other regions across the United States, is a multi-
billion-dollar industry, and several of the best-known names in the industry
are announcing proactive online business strategies. The Company continues to
derive just over 60% of its processing volume from the licensed online gaming
industry, and is seeing a dramatic increase in the internationalization of
that revenue. Licensed casino operators have launched significant global
marketing campaigns that have resulted and continue to result in a marked
increase in consumers from Europe, South America, and Asia.

The Company continues to pursue marketing partnerships in order to
increase its merchant and consumer client bases, which rely on SureFire
Commerce’s many innovative payment solutions. Recent partnerships with
FreeMerchant.com, Infopia, InQuent, Intuit Canada, Network Commerce,
points.com, and RedBrigade have contributed greatly to the Company’s low-risk
payment processing business, resulting in the opening of 565 new accounts in
the third quarter alone. The Company now has over 2500 accounts with small
business clients. By processing transactions for points.com and its airline
and hotel clients, SureFire Commerce has also accelerated the development of
its online loyalty business and intends to pursue further business
opportunities where the management of online loyalty points and rewards are
prominent.

Third-Quarter Highlights

During the third quarter, SureFire Commerce continued to develop
innovative products, which led to the Company closing several marketing
partnerships. Product development and partnership agreements are focused on
payment solutions in three core areas: Internet payment processing for online
businesses, bill presentment and payment processing for physical businesses,
and corporate billing solutions. Significant highlights for the third quarter
include:

– the extension of its private-label agreement with Intuit Canada
through the creation of the Quicken Home and Business Credit Card
Service, enabling small businesses to accept credit card payments
online and send invoices by email;

– the delivery of multi-currency capability, allowing SureFire
Commerce to process 30 currencies, more than any payment processor
in the world and facilitating its expansion into Europe;

– a partnership agreement with RedBrigade, a European-based systems
integrator, that will integrate SureFire Commerce’s bill presentment
and payment solution into its financial processing system and market
it to corporate clients with high-volume billing needs;

– a strategic alliance agreement with Wysdom Inc. in order to offer
mobile operators a hybrid version of SureFire Commerce’s online
payment solution and enable small businesses to perform payment
transactions with mobile devices;

– a partnership agreement with points.com that will see SureFire
Commerce process transactions for the pointspurchase(TM) platform
used to operate loyalty programs such as buyAAmiles from American
Airlines;

– the launch of CIBC eShops, which combines the security and peace of
mind of online shopping through a trusted financial institution with
the convenience of one-stop shopping in a virtual mall;

– the announcement of a normal course issuer bid to purchase for
cancellation approximately 5% of the Company’s public float;

– on November 6, 2001, the Corporation adopted a voluntary stock
option replacement program for the benefit of its employees pursuant
to which a total of 1,717,800 stock options having exercise prices
ranging from $1.00 to $11.10 were cancelled and 1,209,235 new
options having an exercise price of $0.90 and vesting over three
years were issued;

– the launch of the QuickBooks UK Credit Card Service, enabling small
businesses in the U.K. and Ireland to process credit card payments
as well as send and settle invoices by email in pounds sterling and
euros;

– a strategic partnership agreement with Actinic Software Ltd., a
leading developer of B2B and B2C software solutions in Europe, to
integrate SureFire Commerce’s online payment solutions into their
two main products, Actinic Catalog and Actinic Business, which are
marketed through over 1600 value-added resellers in Europe.

“Building proprietary transaction processing technology a year ago was a
significant milestone in the evolution of our company, allowing us to develop
innovative solutions and risk management expertise tailored to our customers’
needs,” said Rory Olson. “SureFire Commerce has now processed 24 million
transactions since the launch of our transaction processing engine and we are
entirely committed to our core business, payment processing.”

About SureFire Commerce Inc.

SureFire Commerce Inc. is a global provider of secure online payment
solutions and e-commerce support, processing over $1.2 billion of online
transactions annually. The Company specializes in payment solutions in three
core areas: Internet payment processing for online businesses and_licensed
online gaming entities, bill presentment and payment processing for physical
businesses, and corporate billing solutions. SureFire Commerce’s online
payment solutions are marketed to consumers and merchants through strategic
partnership agreements with companies that have significant brand recognition
and distribution channels. SureFire Commerce is headquartered in Montreal
(Quebec) with offices in Hull (Quebec) and London (England).

RETAIL TRENDS

Moneris Solutions, Canada’s largest processor of
credit and debit card transactions, reports that in the fourth quarter of
2001
credit and debit spending in the home improvement retail category showed
strong double-digit growth over 2000. In addition, this category
significantly
outpaced general retail spending averages both in terms of volumes and
average
dollars spent per purchase.

In total, Moneris processed more than 6.3 million Visa, MasterCard and
INTERAC Direct Payment transactions in the home improvement category in the
fourth quarter of 2001 compared to 5.7 million payment transactions during
the
same period in 2000 – a ten percent increase.

“Moneris Solutions is at the forefront of evaluating retail trends in
real-time and from anywhere across Canada as we meet the challenge of
processing over 1.3 billion transactions securely and seamlessly each year,”
said Jim Baumgartner, President and CEO, Moneris Solutions Corp. “Moneris
continues to streamline credit and debit transactions for retailers so that
they can have a convenient one-stop integrated solution to handle Visa,
MasterCard and INTERAC Direct Payment.”

The total number of dollars spent in the household industry increased by
16 percent in the fourth quarter of 2001 versus the same period in 2000. By
comparison, spending in the entire retail segment only realized a 7 percent
increase during the same period.

Dollar volume growth in some of the key home improvement categories
breaks down as:

– Floor covering: up 15 percent

– Furniture expenditures: up 14 percent

– Drapery and upholstery: up 22 percent

– Paint and wallpaper: up 20 percent

– Appliances: up 26 percent

– Lumber and building supplies: up 27 percent

Not only has the overall dollar volume grown in this segment but the
average amount spent per purchase in the household industry grew 5.7 percent
as the average purchase increased from $183.00 to $193.50. The growth
compares
very favorably to overall retail, which saw the size of the average
transaction increase by only 0.39 percent.
A couple of factors may explain the growth in spending in the household
industry in an otherwise fairly stagnant economy. They include:

– People are cocooning following the events of September 11th and are
choosing to spend more time in their homes. As a result, these
people are spending money on things that improve quality of life at
home.

– Additionally, extremely favorable mortgage rates encourage people to
enter the housing market and to trade up to larger homes. In both
cases, these people will spend money outfitting new homes and
performing renovations.

Moneris Solutions also handles loyalty programs, electronic gift cards
and wireless payment processing, as well as delivers enhanced on-line
reporting functionality.

About Moneris Solutions Corp.:

Moneris Solutions is Canada’s leading technology merchant processing
company. Moneris was formed in December 2000 as a result of a 50:50 joint
investment between the RBC Financial Group and Bank of Montreal. Moneris
provides businesses with technologically advanced, easy to use, point-of-sale
solutions designed to electronically process and authorize credit and debit
card transactions, including customized loyalty card transactions. Moneris’
leading-edge technology allows merchants to streamline payment processing and
improve business efficiency. In less than a year, Moneris has become Canada’s
largest and one of North America’s largest merchant payment processing
companies. Moneris serves more than 300,000 North American customers and
has a
staff of over 900 employees. With its head office in Toronto, Ontario, the
company also has offices in Chicago, Illinois and Montreal, Quebec. For more
information, please visit www.moneris.com.

TOTAL VIEW

CIBC launched a new online financial
account aggregation service making it possible for customers to consolidate
and view their financial assets held at CIBC and other online enabled
financial institutions in Canada, the U.S. and the U.K.

The service called “Total View” is initially available to selected CIBC
Imperial Service clients participating in a pilot and will then be rolled out
to this customer segment in the spring. The service provides customers with
secure, one-stop access to their banking, credit card, mortgage, loan and
investment accounts on one screen through CIBC online banking.

“The addition of account aggregation is another significant step in
improving our online banking offer by giving customers convenient access to
and control of their finances,” said Corinne Charette, senior vice-president
of CIBC’s Internet channel, retail and small business banking. “We expect that
those with accounts across multiple financial institutions will value saving
the time and hassle of having to gather their financial information, either
manually or by downloads into personal financial management software, each
time they wish to review their portfolios.”

CIBC uses account aggregation technology from CashEdge, Inc., global
specialists in providing online applications to the financial services
industry. Cash Edge is a privately-held company based in the U.S.

“The Total View aggregation service perfectly complements CIBC’s Imperial
Service offer, which provides smart, simple solutions to clients with complex
financial needs, ” says Peter Jursevskis, director of strategy and
development, CIBC Imperial Service. “It can help clients interact more
effectively with their dedicated financial adviser in building highly tailored
financial planning solutions.”

Customer information will be protected by CIBC’s privacy policy and
security measures that meet all of the bank’s stringent standards.

CIBC is a leading North American financial institution offering more than
eight million personal banking and business customers a full range of products
and services through its comprehensive electronic banking network, branches
and offices across Canada, in the United States and around the world. CIBC is
a leader in electronic banking, with more than 3 million e-banking customers
accessing telephone and Internet banking.

ERNEX GIFT CARDS

Ernex Marketing Technologies Inc., a provider of real-time marketing solutions, announced it has signed on eight new customers in the last several weeks, spanning 100 hospitality and retail point-of-sale (POS) locations. Ernex services being used include Ernex’s Real-Time Points loyalty programs, E-Gift stored value gift card programs, reward fulfillment services, and a suite of business intelligence analytical reporting services.

STRATEGY

Ernex provides marketing technology services to help its clients achieve customer relationship management (CRM) success through real-time loyalty points programs, electronic gift cards and customized offers at the point-of-sale. The recent client wins reflect Ernex’s overarching mission of helping its clients cost-effectively identify, reward, and personalize offers to their card-carrying customers. The Ernex-enabled point-of-sale tracks customer spending and behavior, and can instantly respond back to customers on their receipts with coupons, messages or even prizes – based on a real-time central database. Ernex has proven successes in a variety of markets, including retail, restaurant, golf, hotel, and travel – managing millions of cardholder accounts and thousands of points-of-sale.

DETAILS AND HIGHLIGHTS

The eight new clients include programs at 100 locations.

— The Palm Restaurant (www.thepalm.com) has implemented its “837 Club” rewards program with plans to roll out Ernex’s gift card program in the New Year. The Palm, the oldest family-owned white tablecloth restaurant to expand across the United States while still maintaining its family ownership, is based in Washington, DC. The Palm has 25 participating locations. As part of the relationship with The Palm, Ernex will fulfill reward redemption, provide cardholder support, and provide data keying services through its Customer Service Center.

— Maverick Southern Kitchens (www.mavericksouthernkitchens.com) has dubbed its loyalty program “The Maverick Collection.” Maverick Southern Kitchens owns and operates restaurants, a retail and wholesale bakery, and provides food and beverage services to area hotels. Five Maverick locations will participate in the program, and will use Ernex’s Interactive Voice Response (IVR) system for points lookups for cardholders. The program’s features include bonus points for birthdays and anniversaries, and a web-based cardholder points balance lookup feature.

— Levy Restaurants (www.levyrestaurants.com) will work with Ernex on its “Levy Preferred” program. Levy Restaurants were founded in 1978 by brothers Larry and Mark Levy, and has grown from one delicatessen in Chicago to a specialized, industry-leading food and dining organization, boasting national and international accolades. With a diverse and disciplined culinary background that lead to tremendous success in the restaurant business, Levy Restaurants pioneered a new category of upscale food service – providing authentic restaurant experiences in places one would least expect to find them, such as sports stadiums, ballparks, arenas, convention centers, zoos and more. There are 10 Levy locations participating in the program. The program provides bonus points on birthday and anniversaries as well as for lapsed customers. Additionally, real-time redemption of points is offered at the point of sale. Levy Restaurants also participates in the Compass Rewards Program – launched with Ernex t echnology in July 2001 – offering stakeholders special incentives for dining at close to 50 participating restaurants. The Compass Group is the world’s second-largest food service company with operations in more than 70 countries, providing contract catering and concession services at airports, hospitals, rest areas, and schools.

— Gulf Coast Connoisseur Club (www.florida-hospitality.com) is run by the Klauber-Moulton-Mancini family of resorts, shops and restaurants on Florida’s Gulf Coast. The club is using Ernex technology at seven participating locations for its loyalty program. Members may accrue points at The Colony Restaurants, Michael’s On East, Michael’s Mediterranean Grille, Pattigeorge’s, Michael’s Wine Cellar, Le Tennique, and The Colony Spa and Salon. This real-time loyalty program also offers bonus points to club members on their birthdays, anniversaries, and as an incentive for lapsed customers. This innovative club also offers exclusive special events for its members, including culinary trips to restaurants across Florida, fashion shows, culinary demonstrations, progressive dinner boat trips, and more. The program includes real-time redemption of points at the point-of-sale, and an IVR and web-based points-lookup for members.

— R.J. Gator’s HomeTown Grill & Bar (www.rjgators.com) is offering the “R.J.Gator’s Frequent Diner Program” for its patrons. The Restaurant chain is an authentic Florida-style casual dining neighborhood restaurant that captures the laid-back atmosphere of a Key West grill. Nine R.J. Gator locations are participating in the program. Ernex provides fulfillment for gift certificates for cardholder redemptions. The program also includes an IVR system and web-based interface for cardholders to check on their points. Cardholders receive cards on their birthdays and anniversaries.

— That’s Amore Restaurants (www.thatsamore.com) offers a program called “Friends of the Family” in six participating locations. The That’s Amore restaurant concept originated in May of 1991 during an after dinner stroll on Taylor Street in Chicago, by friends and business partners of 30 years – Fred Berman and Artie Altschuler. They found themselves eating a remarkable, over-portioned, southern Italian dinner and discovered that there was a need for this type of restaurant in Washington, D.C. Today, Chef Gennaro Ferrigno’s cuisine champions the idea of “old school” Italian cooking and is a critic of “short cuts” and chain restaurant automation. The “Friends of the Family” program awards points toward free coupon certificates issued at the point-of-sale, IVR and web-based points lookup for cardholders, birthday and anniversary cards, real-time redemption of points at the point-of-sale, and bonus points on Mondays.

— CompuSmart (www.compusmart.com), Canada’s largest computer superstore network with the first Canadian computer superstore opened in 1982. CompuSmart is using Ernex’s technology to provide a reloadable gift card program for customers at 20 of its store locations. CompuSmart will stand to benefit from being able to electronically track and reconcile its gift card spending across all locations, increase gift card sales, and reduce fraud with a more secure real-time electronic system.

— Coast Hotels & Resorts (www.coasthotels.com) – Western Canada’s leading chain of hotels and resorts throughout British Colulmbia and Alberta is using Ernex technology at 18 of its locations to improve service delivery of its Coast Select loyalty program. The program will begin in March. Hotel guests qualify for Silver, Gold or Platinum status based on their number of stays and room nights at participating locations, earning them special benefits such as complimentary room upgrades. Front desk clerks will use Ernex-enabled point-of-sale systems to automatically record member stays and track redemption of room upgrades.

ABOUT ERNEX MARKETING TECHNOLOGIES

Ernex Marketing Technologies is a provider of innovative real-time marketing solutions for merchants, credit card and bankcard issuers, and large membership organizations. Its solutions include loyalty programs, stored-value gift card programs, reward fulfillment services and loyalty database hosting services. For more information, contact Ernex at 877-GO-ERNEX or visit www.ernexinc.com. Ernex is a wholly owned subsidiary of Royal Bank of Canada.

MOSAIC ACQUISITION

Mosaic Group Inc., North America’s
leading independent marketing solutions company with capabilities in Canada,
the US and the UK, announced that it has entered into a definitive
merger agreement to acquire Evanston, Illinois based Custom Offers LLC.

Custom Offers is a rapidly growing and profitable internet marketing
solutions company, focused on aggregating large volumes of high quality data
and then monetizing that data through performance driven marketing programs
and through the sale of data to third parties. In 2001, the Company’s start up
year, the Company generated over US$3,000,000 in revenue and achieved
profitability.

“Although not yet large in dollar size, this is an important strategic,
symbolic and smart acquisition for Mosaic for four major reasons”, says Marc
Byron, CEO of Mosaic. “First, this acquisition speeds our transformation
towards my strategic objective to have Mosaic become the world’s first and
largest company focused on integrating and executing digital, data and direct
capabilities to produce profitable transactions for Brands and for ourselves.
Second, the Custom Offers platform reduces our dependence on and cost of third
party data. Third, Mosaic will become a key provider of data to other third
party marketers, including many of the Brands we currently serve in other
capacities, creating a new and lucrative earnings stream for Mosaic. Fourth,
Mosaic will utilize this platform through which we will begin to sell our own
proprietary products.”

“There are significant synergies for both organizations” stated Larry
Organ, founder of Custom Offers. For example, opportunities exist to expand
our data activities with Mosaic Performance Solutions, to leverage the value
of data currently collected by Mosaic such as at Mosaic Performance Solutions
or with the UK Prudential Home Service program, and to leverage Mosaic’s
existing blue chip clients. Our proven and sophisticated data aggregation and
performance driven marketing process fits perfectly into Mosaic’s vision and
strategy to become the leader in digital, data and direct marketing. As part
of Mosaic, we can now grow faster, provide additional value to the Brands we
serve and drive more profitable transactions for Mosaic’s Brand Partners
through our digital channels.”

Byron further adds, “this acquisition signifies an important strategic
shift as we begin to put our unique capability of creating transactions with
consumers to work for ourselves. By leveraging our own data, with our own
products and or services with our own infrastructure, we establish a whole new
revenue and earnings stream for Mosaic. The Custom Offers acquisition is the
first major step in Mosaic’s aggressive plan to ultimately remake Mosaic into
the world’s leading technology based, transaction driven company. Even in its
current relatively small size, Custom Offers drove over 2,000,000 paid
consumer transactions in December.”

Background and Additional Information:

Custom Offers, which is to be immediately rebranded as Mosaic Data
Solutions, provides internet-derived, permission-based consumer data for
direct marketing solutions. The Company sources all consumer data online from
opt-in consumer site registrations. Custom Offers’ consumer database undergoes
an industry leading and exhaustive hygiene process that removes incomplete
names, foreign domains, non-existent street addresses, false e-mail addresses,
and duplicate records. Custom’s database provides rich customer profiles for
any customer acquisition, cross-sell or retention exercise. All consumer data
includes both email and postal addresses, making it a single source for
online, offline, or integrated direct marketing efforts. Custom Offers’
segmented database enables superior results for their clients by allowing them
to engage in highly targeted campaigns.

Custom Offers has three lines of business, each with its own web address.
Custom Offers
(http://www.customoffers.com) earns lead
generation revenue from its
brand partners through consumers visiting the website and by consumer
responses to e-mail solicitations sent out in CustomOffers’ name. CustomOffers
currently has a gross list of 30 million names, of which 10 million are active
and with 1-2 million new names being added each month.

OfferStore
(http://www.offerstoreinc.com) operates
as an agency for other
mailers seeking to take advantage of CustomOffers’ technology and database. As
an example, OfferStore received an order to deploy 50 million credit card
solicitations in the month of December from a major bank.

Consumerbase
(http://www.consumerbaseinc.com)
generates revenue from the
CustomOffers database by renting data products for one-time use, licensing
data to resellers, or selling data in bulk to compiler agencies.

The purchase price for Custom Offers is based on a multiple of up to 5
times average 2002 and 2003 pre-tax earnings and will be settled primarily in
Mosaic common shares. The maximum consideration paid under the earn out cannot
exceed US$49.9 million, with any Mosaic shares issued subject to a floor price
of US$1.80. Closing is subject to customary closing conditions. An example
calculation of the earnout payable and a description of Custom Offers is
available by contacting Mosaic Group Inc.

Mosaic Group Inc., with operations in Canada, the United States, and the
United Kingdom, is a world leading provider of results-driven, measurable
marketing solutions for global brands. Mosaic specializes in three functional
solutions: Direct Marketing Customer Acquisition and Retention Solutions;
Marketing & Infrastructure Solutions; and Sales Solutions & Research, offered
as integrated end-to-end solutions. Mosaic differentiates itself by offering
solutions steeped in technology, driven by efficiency and providing measurable
and sustainable results for our Brand Partners. Mosaic trades on the TSE under
the symbol MGX.