WNS INC. (CDNX-WNS)
NEWS RELEASE
For Immediate Release: July 3, 2001
Calgary, Alberta

WNS TO ACQUIRE IMAGING SOLUTIONS LTD.
AND GOES NATIONAL

WNS Inc. (“WNS” or the “Company”) reports that the Company has reached an agreement to acquire 100% of the shares of Imaging Solutions Ltd. (“ISL”) from Ted Kao, an individual resident in Edmonton, Alberta and Kao Holdings Ltd. a private Alberta corporation controlled by Ted Kao (the “Vendors”). Each of these parties are arm's length to WNS.

Upon completion of this acquisition, WNS will have approximately 200 employees and will have offices in Vancouver, Edmonton, Calgary and Toronto. This transaction is subject to receipt of applicable regulatory approval including, but not limited to, the approval of the Canadian Venture Exchange Inc.

ISL is a leading provider of document management and imaging solutions and has clients which include some of Canada's leading financial institutions and government. According to audited financial statements for the fiscal year ended December 31, 2000, ISL had assets of approximately $3,000,000, liabilities of approximately $2,400,000, revenue of approximately of $7,900,000, and net income of approximately $152,000 for that period. Prior to amortization and management bonuses relevant to private companies totalling $849,270, cash flow from operations was in excess of $1,000,000.

The acquisition of ISL gives WNS a national presence with which to service its growing client base without normally associated startup costs. The size of the combined organization, in addition to providing opportunities to realize cost benefits through economies of scale, will give WNS the credibility and breadth of skills to service a larger client base.

Daniel Worden, President & CEO of WNS indicated that "As we bring supply chain e-business solutions to customers in the US and Canada, we increasingly see the importance of signed documents as part of transferring goods between companies. The acquisition of ISL allows us to extend our data collection offerings to capture these documents at source, as well as leveraging our proprietary workflow software and methodology."

Ted Kao, President of ISL said, "I am pleased to be part of the WNS team, and look forward to the expansion of our customer base in combination with WNS products, services and resources. Our combined strength will enable us to better serve our existing client base and provide ISL employees with greater career potential and the ability to participate in a dynamic public company."

The purchase price for the acquisition of all of the shares of ISL by WNS will be $5,100,000 payable as follows:

$1,600,000 in cash:
$1,500,000 through the issuance of 1,000,000 common shares of WNS at a
deemed price of $1.50 per share;
The issuance by WNS of a $1,000,000 Convertible Debenture to the Vendors;
and
$1,000,000 of term-debt payable over the next 12 months.
The Convertible Debenture will bear interest at a rate of 5% per annum with principal and interest payable quarterly and will expire 2 years from the date of issuance. The principal and interest outstanding on the Convertible Debenture is convertible at the option of the holder into common shares of WNS at the lower of $1.50 per common share or the 10 day average weighted trading price of the common shares as traded on CDNX prior to the date of conversion provided that such conversion price will not in any event be less than $1.00 per share.

In connection with the issuance of the Convertible Debenture, the Vendors shall also be issued warrants by WNS to purchase 500,000 common shares of WNS at an exercise price of $1.75 per common share at any time on or before the date that is 2 years from the date of issuance.

WNS is an information technology company that develops, implements, and supports infrastructure technologies. WNS has developed certain data models, process logic and component software that can be used in supply chain management (“SCM”) which provides it with a significant competitive advantage in the development and implementation of e-business infrastructure. WNS has also developed and continues to deliver a customer and technical support service (“STARS”) that provides preventive maintenance and systems administration. WNS uses IBM e-business software to create complete SCM solutions for its clients. 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.

For further information please contact:

Daniel Worden - President & CEO
Tel: (403) 265-9322
Fax: (403) 265-1336
E-mail: dworden@wns.com

Alykhan Mamdani - CFO
Tel: (403) 299-9614
Fax: (403) 265-1336
E-mail: alykhan@wns.com

The Canadian Venture Exchange has neither approved nor disproved the information contained herein.