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Xaibe Inc. Completes Share Exchange Agreement with PolarShield Inc.

21 November 2000

Xaibe Inc. Completes Share Exchange Agreement with PolarShield Inc.

    HOUSTON--Nov. 20, 2000--Xaibe Inc. (OTCBB:XAIB) today announced it had filed a Form 8-K with the Securities and Exchange Commission reporting the change in control of the Company by the completion of an exchange agreement with PolarShield Inc. in which 97.9% of the issued and outstanding common shares of PolarShield Inc. have been exchanged for common shares of Xaibe Inc. The surviving ongoing accounting will be that for PolarShield Inc. The pre-exchange officers and directors of Xaibe Inc. resigned and were replaced by the management of PolarShield Inc.
    PolarShield Inc. is a Houston-based energy solutions provider. Among a host of proprietary technologies and techniques developed by the company, PolarShield Inc. has exclusive worldwide rights to manufacture and market a patented, breakthrough technology marketed under the registered trade name PolarShield, for which the company is named.
    PolarShield has been conclusively proven to cost effectively restore the efficiency loss of air conditioning and refrigeration equipment that is estimated to cost Americans in excess of $8 billion dollars a year in unnecessary energy consumption.
    In essence, air-conditioning and refrigeration are achieved by the transfer of heat through the metal components of a mechanical system that consumes electricity. The faster this heat transfer is achieved, the less time the system operates, the less electricity is consumed. A one-time treatment with PolarShield safely and permanently accelerates the heat transfer capabilities of the metal components of air conditioning and refrigeration systems, resulting in dramatic energy savings.
    Years of accumulated test and field data for both residential and commercial applications exhibit PolarShield's ability to produce energy savings consistently averaging 15% to 20%, with instances of savings of over 40% not being uncommon. This compelling data enabled PolarShield Inc. to obtain a performance guarantee for the results produced by Polarshield in the form of an insurance policy issued by Essex Insurance, an A.M. Best A rated provider.
    The product presents no environmental, toxicity, or disposal issues and the Environmental Protection Agency has named the Company as an Energy Star Ally. PolarShield Inc. has full service air conditioning and refrigeration capabilities and is a member of the American Refrigeration Institute and has American Society of Refrigeration and Air Conditioning Engineers members on staff.
    The Company has focused its efforts to target two primary market sectors. The first is the stationary market, which encompasses the air conditioning and refrigeration equipment found in commercial facilities and residential dwellings.
    There are over 4.4 million commercial buildings with over 60 billion square feet of floor space in the United States alone (OTA 1996). The Federal Sector owns or leases an additional 500,000 buildings and 422,000 housing units. There are over 65 million single-family dwellings coupled with over 29 million multi-family units currently reported in the United States constituting 22.6% of the total global market.
    The global stationary HVAC&R (heating, ventilation, a/c and refrigeration equipment) market is estimated to have a Net Present Value (NPV) exceeding $250 billion dollars, and renews itself at a rate of 12% annually. In 1999, over 5,000,000 new air conditioning, refrigeration, or heat pump units were shipped in the U.S. alone.
    The Federal Facility Complex has been mandated by Executive Order 12902 to reduce its $11 billion dollar annual energy consumption by 30%. PolarShield has been approved for use by the Federal Government and has made significant inroads into the Federal Sector.
    The second sector targeted by the Company is the automotive/mobile market. The 1995 EPA mandate of replacing the ozone depleting R-12 with the environmentally safer, yet less effective 134A refrigerant in automotive and mobile a/c systems has created huge potential for the company. While 134A has solved one problem, it has created another by leaving dealers seeking a solution for vehicle owners complaining over the cooling capabilities of these new 134A systems. The Company offers a fast, safe and permanent solution to this dilemma with R.E.T. 2000, the PolarShield automotive application, which has been marketed and successfully implemented into the service departments of major U.S. car dealers during the rollout of this product line this year.
    A one-time treatment with R.E.T. 2000 drops the output temperature of automotive air conditioners and mobile refrigeration units by eight to twelve degrees within minutes, dramatically reducing cabin cool down time and increasing comfort. There are over 90 million air-conditioned cars, trucks, refrigerated trucks, containers and railroad cars operating today in the United States, representing 36% of the global market.
    The $215 billion dollar electric power industry in the U.S. is undergoing deregulation and electricity consumers for the first time will be allowed to choose their provider and negotiate rates. The primary challenge presented by deregulation to the electric industry is to find new and innovative products and services to offer to retain their existing customer base and lure new customers away from their current providers. While honoring strict non-disclosure agreements, PolarShield Inc. has secured contracts with a premier energy services company and is working closely with a major utility in the development of its deregulated residential marketing protocol. Deregulation presents immense opportunity for the Company to team with these energy and utility companies meeting these new challenges and/or as a "bundler" and reseller of electricity to PolarShield customers. In October, PolarShield Inc. was approved by the State of Texas as an energy aggregator, enabling the company to resell energy.
    Current PolarShield users include Fortune 500 companies, government facilities, national restaurant and retail chains, hospitals, churches, property management companies, a major stadium and sports authority, casinos, manufacturing plants, hotels, apartments, and residential customers.
    With existing equipment owned and operated by the company at its manufacturing facility, PolarShield Inc. possesses annual production capabilities for PolarShield and R.E.T. 2000 exceeding $400 million dollars at 60% of MSRP.
    While marketing efforts have primarily been focused in the U.S., the global market for the PolarShield technology has been validated in various climate sensitive foreign markets, especially Panama. The Company has secured marketing alliances that provide a strong foothold in the Panama Canal Zone in which are located the world's leading refrigerated container storage and transfer facilities.
    "With the dawn of deregulation at hand coupled with rate increases brought on by rising fuel costs, PolarShield is a perfect marketing tool for utilities and energy service companies seeking to retain their existing user base while simultaneously seizing market share by attracting new customers in deregulated markets," states Jim Farmer, president of PolarShield Inc.
    Farmer goes on to say, "After years of development, PolarShield's time has come, and current market conditions could not be better. Becoming a public company allows us to quickly secure the financing necessary to capitalize our explosive growth. With the ability to provide home, business and building owners a guaranteed way to save 15 to 20% or more on their electricity bills while also being able to add 8 to 12 degrees cooling power to their cars or refrigerated trucks, PolarShield is a proven winner."