Prime Companies to Acquire Pixel Factory

Prime Companies Inc. in San Francisco signed a letter of intent to acquire The Pixel Factory Inc. in a transaction
valued in excess of $1 million.

Prime Companies said it believes
the Internet and direct marketing industries are in a state of convergence and
is seeking to develop a global direct marketing information network.

The Pixel Factory is produces high-end, high-concept digital content for film,
video, CD-ROM and the Internet. Since 1993, clients have included AT&T,
Disney, General Electric, Universal Studios, the Orlando Magic, Dentsu of
Japan and TOEI Movie Studios. Pixel recently negotiated multi-million dollar
agreements for 1999 with a major toy manufacturer for its international
animated shows and with Harcourt Brace for its “Edutainment” CD-ROMs for use
in school programs.

“The acquisition of The Pixel Factory will keep Prime and its planned worldwide Internet-based
subsidiary network at the forefront of technology,” said David Lefkowitz, president of Prime Companies. “Through the acquisition of
Pixel, Prime will have, under one roof, the expertise and proven ability to
manage complex Internet projects through all phases from concept to finished

The Orlando, FL-based Pixel Factory’s services include: broadcast packaging,
trailers and titles, commercial production, corporate branding and design,
Internet design and programming, interactive presentations and
hardware/software integration.

Prime Companies is building a business-to-business direct marketing database
network through joint ventures with Internet firms and telecommunications
companies in the U.S. and foreign markets. The company is focused on opening
formerly closed telecommunications markets with emerging economies to develop
a worldwide direct marketing network.

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