CELEBRATION CELLARS LTD. (CDNX-CLB) NEWS RELEASE
For Immediate Release: December 4, 2000
Calgary, Alberta

ACQUISITION AGREEMENT SIGNED WITH WNS.COM INC.

Celebration Cellars Ltd. (CDNX: CLB) ("Celebration" or the "Corporation"), is pleased to announce that by letter agreement dated October 25, 2000 an agreement has been reached between certain majority shareholders of the Corporation (the "Insiders"), Softech Capital Corp.("Softech") and WNS.com Inc. ("WNS") as follows:

Softech or its nominees shall acquire 3,321,160 common shares of the Corporation currently owned by the Insiders for a price of $0.08 per common share of which 1,122,160 common shares will be acquired upon execution of a definitive agreement. The Insiders are 413992 Alberta Ltd., 410191 Alberta Ltd., Time Stops Consulting Ltd., Fidelis Management Ltd. and William Koenig. The companies listed above are beneficially owned by Robb Hornland, Bryan Bradley, William Koenig and Michael Dick, respectively, who are all directors and/or officers of the Corporation.

The Corporation intends to acquire all of the currently issued and outstanding shares and warrants of WNS for the purchase price of $370,000 through the issuance of 3,700,000 common shares (the "Common Shares") and 800,000 warrants (the "Warrants") of the Corporation (the "Transaction"). Each Warrant shall entitle the holder to acquire one Common Share at an exercise price of $0.10 for a period of two years from the closing of the Transaction. The warrants of WNS were originally issued to Alykhan Mamdani and Softech in exchange for services and interest free loans provided to WNS. The securities underlying the Warrants shall be subject to certain escrow provisions as stipulated by the Canadian Venture Exchange Inc. (the "CDNX"). The parties to the Transaction are at arm's length to one another.

The Corporation intends on completing a private placement financing of approximately $1,500,000 at a deemed price of $0.30 per share (the "Placement"). The sole placee of the private placement is to be Word N Systems Inc. ("WordN"). The placement is conditional as described below.

The Corporation has received a conditional offer from a third party to purchase certain assets of the Corporation. The Corporation intends to transfer all of the other assets and liabilities of the Corporation to a new entity to be created by one or more of the Insiders or to arm's length third parties. This is being done on the premise that the liabilities equal or exceed the value of the assets.

All outstanding options held by the current officers and directors of the Corporation shall be terminated. The Corporation intends to issue a maximum of 1,350,000 options to the new employees, officers and directors of the Corporation at an exercise price of $0.30 per common share, subject to regulatory approval.
The Transaction

WNS was incorporated in Alberta on March 27, 2000. Pursuant to a restructuring on September 1, 2000, WNS assumed the operating business of WordN (the "Restructuring"). Pursuant to the Restructuring, none of the liabilities of WordN were assumed by WNS. The shareholders of WNS are Softech, Zuhair Shlah, Judi Kendall, Philip Doublet, plus an individual currently resident in Europe. Softech was incorporated in Alberta. Shlah, Kendall and Doublet are residents of Calgary, Alberta.

WNS uses IBM e-business software to create end to end supply chain management solutions for customers. WNS provides the full range of services needed for customers to migrate their older, out-dated systems for order management, inventory, receiving and shipping to new web based solutions.

Borders Group International, based in Ann Arbor, Michigan with over 1,300 retail bookstore locations worldwide, has contracted with WNS to provide e-business training and consulting services, as well as provision of models and software components for development of its Order Management systems.

WNS's business offering is based on intellectual property developed by WordN, entitled COMPASS (the "Software"), which is a back end web enabled infrastructure software allowing for end to end warehouse automation. It is intended that WNS shall have an option to acquire the Software as described below.

Based on the unaudited consolidated financial statements as at October 31, 1999, WordN had total revenue of $1,243,406, net tangible assets of $40,658, long term commitments of $38,551, working capital deficit of $322,450 and a deficit of $320,419. Upon completion of the Transaction, the business of WNS will constitute all of the operations of the Corporation.

The Placement

WordN intends to sell the Software to Infrastructure Technologies 2000 Limited Partnership ("ITech") for $2,200,000 (the "Purchase Price"). The Purchase Price is to be paid by $512,500 in cash and a promissory note in the amount of $1,687,500 (the "Note").

ITech intends to pay the Purchase Price through the completion of an offering of a total of 90 limited partnership units of ITech (the "Units") at a price of $25,000 per Unit. ITech intends on completing the offering prior to December 31, 2000. The ability of ITech to pay the Purchase Price is contingent on its ability to sell the total offering. The ability of WordN to make the Placement is contingent on ITech paying the Purchase Price.

ITech intends to exclusively retain WNS to exploit the Software. Pursuant to the terms of the proposed Marketing Development and Management Agreement between ITech and WNS, WNS shall be paid 97.5% of the gross revenue generated by the Software and WNS shall issue 2,250,000 warrants (the "WNS Warrants") to ITech. Each WNS Warrant shall entitle the holder to acquire a common share of WNS at an exercise price of $1.00 on or before December 31, 2002.In the event the WNS Warrants are issued, the Corporation shall, on closing, acquire each WNS Warrant for one Warrant of the Corporation entitling the holder to acquire one common share of the Corporation for $1.00 on or before December 31, 2002.

ITech also intends to grant an option to the Corporation to allow it to buy the Software for $3,750,000 prior to January 31, 2002 or $4,500,000 thereafter, but prior to January 31, 2003, which is the option expiry date. On January 31, 2002, the percentage of gross revenue received by WNS from the exploitation of the Software shall decrease from 97.5% to 90%.

Directors

The current directors of the Corporation will resign on closing of the Transaction. Alykhan Mamdani was appointed to the board of directors of the Corporation effective October 25, 2000. Upon completion of the Transaction and the Placement, the principals of the Corporation will be Daniel Worden, Softech, Dr. John Kendall and Philip Doublet.

The current directors of WNS, Alykhan Mamdani, Daniel Worden, Dr. John Kendall, Philip Doublet and Dennis Nerland, intend to stand for nomination as directors of the Corporation at a special meeting of the shareholders of the Corporation to be called to approve the Transaction.

Mr. Worden has been designing information systems and managing technology projects since 1982. He is the author of four books on computers which have been translated into Chinese and Japanese. Mr. Worden is a frequent lecturer at industry conferences and has been President of WordN since its founding in 1991.

Mr. Doublet will bring many years of business experience to the Corporation. For the last two years, until a recent restructuring, he was a Director, Executive Vice President and Chief Operating Officer for Net Shepherd Inc. Mr. Doublet joined Net Shepherd in 1998 as a result of its acquisition of Chronologic Systems Inc.("CSI"). Mr. Doublet founded CSI and was its President and Chief Executive Officer since its incorporation in 1988. During that time he managed CSI's growth from a small start-up venture to being one of the recognized leaders in systems integration in western Canada in 1998 with 25 staff.

Dr. John Kendall has worked both in industry and academia and has recently stepped down as Dean of Science at the University of Calgary, Calgary, Alberta, Canada. He was previously Head of Computer Science and has consulting experience for the Governments of Great Britain, Canada, Alberta, The People's Republic of China as well for the British Admiralty, the World Bank, Revenue Canada, PetroCanada, Imperial Oil, LSI Logic and many other high tech companies. He was a founding member of the Board of LSI Logic of Canada and has been involved in a number of successful start-up ventures. He is also on the Board of Directors of ThinDISC Media Inc. of California, and VisuaLABS Inc. of Calgary, Alberta. Dr. Kendall has won a number of teaching awards, has been awarded 3 patents and has written over 60 refereed papers and 3 books. He is presently Professor of Computer Science at the University of Calgary.

Mr. Nerland has been a partner with the law firm of Shea Nerland Calnan since 1990 practising in the areas of tax and trust law. Mr. Nerland is a current and past director of a number of public and private companies listed on the CDNX and the Toronto Stock Exchange. Mr. Nerland has a Bachelor of Laws degree from the University of Calgary, a Master of Arts degree (Economics) from Carleton University and a Bachelor of Science (Economics and Mathematics) from the University of Calgary.

Alykhan Mamdani is the President and Chief Executive Officer of Softech Asset Management Corp., a company which manages various technology related projects in North America. He has previously been involved in senior executive management positions with a private entertainment and production company and practised as a lawyer in the corporate finance and tax areas. He is a director and/or officer of various public and private companies. Mr. Mamdani has a Master of Laws degree (Corporate Law and Finance) from Widener University, a Bachelor of Laws degree from the University of Western Ontario and a Bachelor of Mathematics degree from the University of Waterloo.

Completion of the Transaction is subject to a number of conditions, including but not limited to, further due diligence, regulatory approval and approval by disinterested shareholders. The Transaction cannot close until all regulatory approvals and the required shareholder approvals are obtained. There can be no assurances that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.

Acumen Capital Finance Partners Limited of Calgary, Alberta, ("Acumen") has agreed to act as the sponsor for the Transaction, subject to completion of satisfactory due diligence. Acumen will receive a fee for acting as sponsor. An agreement by Acumen to sponsor the Transaction should not be construed as any assurance with respect to the merits of Transaction or the likelihood of completion.

The Canadian Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

For further information please contact:

Mr. Robb Hornland, President of the Corporation at (780) 963-7717
(e-mail: hornland@compusmart.ab.ca)

or Mr. Alykhan Mamdani, President & CEO of Softech at (403) 299-9614
(e-mail: alykhan@softechcapital.com)