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ConMat Technologies Inc. Announces Share Exchange Agreement

10 December 1998

ConMat Technologies Inc. Announces Share Exchange Agreement With the Eastwind Group, Inc.

    PHILADELPHIA--Dec. 9, 1998--ConMat Technologies, Inc. (OTC:EPLL) ("ConMat") and The Eastwind Group Inc. (OTC:EWND) ("Eastwind") announced that they have entered into a Share Exchange Agreement in which ConMat acquired all of the capital stock of Eastwind's subsidiary, Polychem Corporation in exchange for 1.0 million shares of ConMat's common stock and 1.333 million shares of ConMat's series A convertible preferred stock, plus the assumption by ConMat of $785,000 of Eastwind's corporate debt.
    Eastwind and its shareholders now beneficially own over 60% of ConMat's outstanding shares.
    Separately, Eastwind's Board of Directors approved a distribution of the 1.0 million shares of ConMat common stock to its shareholders pending registration with the Securities and Exchange Commission.
    The record date and distribution date will be five days after the date such registration statement is declared effective. ConMat intents to proceed with registration in the near future, but no filing date has been determined.
    Concurrent with closing, Paul A. DeJuliis resigned as Chairman and CEO of Eastwind and was appointed Chairman and CEO of ConMat.
    Polychem engineers and produces an extensive line of plastic molded products that are used in a broad array of industrial markets, including water and wastewater treatment operations, automotive, agricultural and mining industries.

    This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under ConMat's control which may cause actual results, performance or achievements of ConMat to be materially different from the results, performance, or other expectations implied by these forward-looking statements.