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Wrenchead, Inc. Acquires Profit Pro, Inc.; Transaction Creates Largest Automotive Aftermarket E-Commerce Software Entity

16 November 2000

Wrenchead, Inc. Acquires Profit Pro, Inc.; Transaction Creates Largest Automotive Aftermarket E-Commerce Software Entity
    WHITE PLAINS, N.Y., Nov. 16 Wrenchead, Inc., a leader in
software-enabling technology for the automotive aftermarket, today announced
the acquisition of Draper, Utah-based Profit Pro, Inc., a leader in automotive
software, electronic parts cataloging and e-commerce technology, and one of
the world's preeminent providers of catalog data, with more than 1.5 million
aftermarket parts.
    The acquisition is subject to shareholder and other regulatory approvals.
The terms of the acquisition were not disclosed.
    The new company becomes the largest provider of enabling software and
e-commerce technology for the automotive aftermarket, with products and
services for manufacturers, warehouse distributors, jobbers, and installers.
It will offer the most comprehensive web-enabled electronic parts catalog for
the automotive aftermarket addressing replacement, accessories, and
performance parts.
    Officially joining forces today, Wrenchead and Profit Pro have worked
closely together for more than a year, enhancing Profit Pro's electronic parts
catalog and e-commerce technology.  The two companies have developed
significant e-commerce products that will be shared with aftermarket partners
in an aggressive rollout scheduled for next month.  That rollout will include
Vision(TM), Proficy(TM), Wrenchead Pro(TM) and Wrenchead.com(TM) technologies,
formulating a comprehensive "suite" of business-to-business solutions for the
aftermarket.
    "This transaction represents a critical step in our strategy to become
'the operating system of the aftermarket(TM),'" said Wrenchead, Inc. CEO Gus
Conrades.  "The combined resources, technology and content will provide much
needed products to improve revenues and enhance efficiency, for all
participants in the aftermarket."
    Profit Pro CEO Brad Duncan, who will become Chief Strategic Officer of the
new operation, said the company "is now prepared technically,
organizationally, and financially to become the leading provider of e-commerce
technology for the automotive aftermarket.  We look forward to an aggressive
product rollout and intend to place our partners in the best position to win
the e-commerce battle."
    Profit Pro's electronic parts catalog and installer based technologies
have been integrated by over 100 automotive aftermarket technology companies.
Through its ProfitWare and ProfitShare initiatives, Profit Pro brings together
more than 1,000 manufacturer and distributor partners.

    About Wrenchead, Inc.
    Wrenchead, Inc., is a leading provider of enabling software solutions for
the automotive aftermarket sector.  The company offers a full range of
products that connect warehouse distributors and installers through a neutral
and open environment, which enhances the flow of parts purchasing information.
Wrenchead, Inc.'s investor group includes Polaris Venture Partners, Goldman
Sachs & Co., WIT Capital, PaineWebber, CBS, and SFX Entertainment.
    Its business enabling software, (http://www.wrencheadpro.com), consists of
Wrenchead Pro Manager(TM), a turnkey shop management solution for installers,
and Wrenchead Pro Lite(TM), a business-solution software program for
installers, which links those individuals to their current suppliers,
permitting installers to access required parts, and check pricing and
availability.

    About Profit Pro, Inc.
    A privately held company founded in 1990, Profit Pro, Inc.
(http://www.profitpro.com), is a leading supplier of point-of-sale and business
management software, electronic parts cataloging, e-commerce technology, and
Internet solutions to the automotive aftermarket.  In addition, Profit Pro
offers the industry's only true AAIA-compatible Electronic Parts Catalog, with
more than 20,000 installations nationwide.  Profit Pro's investor group
includes The Canopy Group Inc.