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Argent Capital Details Proposed Acquisition of NetVoucher

Huntington Beach, CA-based Argent Capital Corp. said its plan to acquire 100 percent of the common stock of NetVoucher Inc. and its NetVoucher.com "e-Advertising System" contemplates a tax-free stock-for-stock exchange.

All outstanding common stock of NetVoucher will be exchanged for newly issued Argent common stock and options to purchase additional shares of Argent common stock. As an additional consideration, 24 months after closing, Argent will pay to NetVoucher's parent company, Optimize Inc. of Birmingham, Ala., an amount equal to 30 percent of the value of NetVoucher, as determined by a mutually acceptable and qualified business valuation expert.

The terms of a definitive agreement between Argent and Optimize are currently being negotiated. If the transaction as contemplated closes, and subject to certain other conditions and requirements which are expected to be addressed in the definitive agreement, Optimize Inc. would own approximately 23 percent of Argent's stock.

If a definitive agreement is entered into, the parties anticipate the acquisition closing on or before May 15.

"NetVoucher is a state-of-the-art breakthrough in Internet advertising," said Christopher A. Millar, Argent president and chief executive officer. "NetVoucher allows local merchants to develop a Web site to communicate directly with shoppers in their community through advanced technology."

The system works like this: a mother is searching for a pair of shoes for her child. She goes onto the Internet and reads the Web pages of the local shoe stores. She makes her decision and receives a redeeming voucher for the shoes, plus discount vouchers, value added benefits and even prizes.

"We have identified a national network of sales and marketing professionals to rapidly deploy NetVoucher in every major metropolitan market in 1999," Millar said. "NetVoucher membership is free to consumers, who can easily locate a shopping area and type of merchant, select the local merchant, purchase the best product at the most attractive price and avoid shopping all over town."

Argent Capital is engaged nationally in providing a range of financial services, including financial planning products and insurance.