July 16, 2003

eScout^® and Perfect Commerce Announce Merger Agreement

Merger creates the leading provider of on-demand Supplier Relationship Management solutions

Lee's Summit, Mo. and Palo Alto, Calif. July 16, 2003
eScout, LLC and Perfect Commerce, Inc. today announced that the two companies have entered into a definitive agreement to merge, creating the leading on-demand Supplier Relationship Management (SRM) solutions company.

Under the terms of the agreement, shareholders of Perfect Commerce will receive newly issued shares of stock from the company. The merger is expected to close during the third quarter of the calendar year 2003.

eScout's current chairman and CEO, Sandy Kemper, will remain the chairman and CEO, while the current president and CEO of Perfect Commerce, James McCormick, will become the president and COO of the combined company. The company will remain privately held and headquartered in Lee's Summit, Missouri, with corporate offices in Palo Alto and San Diego, California, as well as in Las Vegas, Nevada. The company's sales offices are located in major cities across the United States.

As the leading provider of on-demand SRM solutions and operator of the leading open supplier network, the combined company is well positioned to grow its share of the multi-billion dollar SRM market. eScout and Perfect share a focus on maximizing the buyer - supplier relationship and have enabled large volumes of transactions and savings for their clients. In the first half of 2003 the two companies' solutions handled over 1.8 million transactions with dollar volumes reaching nearly $1.9 billion. The combined company will have a network of thousands of buyers and suppliers, including over 100 Global 2000 companies and more than 7,500 of their most strategic suppliers.

"The combination of Perfect's sourcing solution with eScout's procurement and payment solutions will enable us to substantially increase our product offering to our existing client base as well as prospects," said McCormick. "Already, we have strong interest from our existing clients in the combined companies' solutions. Clearly both our companies were led to this combination by our desire to more fully satisfy our clients' needs," concluded McCormick.

"Consolidation has been very active in e-procurement and exchanges," said Pierre Mitchell of AMR Research. "eScout promotes an agnostic buyer-system architecture that allows different e-procurement on-ramps to connect to the exchange," said Mitchell. Referencing a recent study of supply management executives, he added that, "eighty percent of those executives faced new cost or price reduction responsibilities, and that seventy-one percent are having those responsibilities significantly increased. The bottom line is that procurement has come front and center for delivering bottom-line impact," concluded Mitchell. "With this transaction, we have increased our product offering considerably. From strategic sourcing and procurement to electronic invoice presentment, payment, and financing, we are able to meet the critical SRM needs of the market with one unified solution, and our on-demand model brings companies much more rapid and increased ROI than the traditional enterprise software sales and deployment model. Our ability to deliver on-demand SRM solutions and accommodate any procurement application with our open supplier network enables us to lead in the fastest growing segment of the SRM Market. We will continue to focus our energies here," said Kemper.

About eScout, LLC
eScout delivers collaborative trading capabilities to dramatically improve the purchasing processes and systems for companies of all sizes. Serving thousands of companies, including 60 of the Fortune 500, eScout brings efficiency and automation to five key elements of purchasing - analyzing, sourcing, procuring, reconciling and remitting. eScout's supplier network is the largest web service enabled supplier network in the world. Using eScout's services, customers realize significant savings throughout their purchasing process from sourcing to payment, without having to invest in costly software and hardware infrastructure. To learn more about eScout, visit us at www.eScout.com or call 1-888-726-8848.

About Perfect Commerce, Inc.
Perfect Commerce offers a complete Enterprise Supply Management (ESM) Solution focused on core business processes - Planning and Coordination, Event Execution, Supplier Performance Management, Process Control, and eProcurement Execution and Compliance. With a range of flexible business modules, embedded business intelligence and best practices, our solutions have helped customers reduce costs by 15 - 20 percent, compress cycle-times by up to 75 percent, and significantly increase the performance of their supply base. Headquartered in Palo Alto, California, Perfect can be reached by phone at 650-798-3335 or via the Internet at www.perfect.com.

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