WNS INC. (CDNX-WNS)
NEWS RELEASE
For Immediate Release: April 10, 2002
Calgary, Alberta

WNS SIGNS AGREEMENTS TO ACQUIRE VERTICALBUILDER, ELIMINATE ALL SUBORDINATED DEBT & ELIMINATE ROYALTIES

Calgary, April 10 - WNS Inc. ("WNS") today announced it has entered into an agreement to acquire VerticalBuilder, a document management solutions company. VerticalBuilder’s intellectual property resides in unique storage, retrieval and collaboration tools tied to the management of document intensive processes. VerticalBuilder’s technology has been implemented in large scale procurement applications such as Syncrude’s UE1 project and for large scale internal collaboration around field data, documents and accounting activities by a large multinational oil and gas company.

Additionally, WNS has reached an agreement to eliminate $1,250,000 of subordinated debt by the divestiture and subcontract of two imaging services and has reached an agreement to acquire the COMPASS Software from Infrastructure Technologies 2000 Limited Partnership in order to retire an off balance sheet financing mechanism described below.

Acquisition of VerticalBuilder

Pursuant to a binding termsheet, WNS will acquire the outstanding securities of VerticalBuilder.com Inc. (“VB”) from Network Capital Corp., Northridge Partners, George Watson, Mark Himmelspach and other shareholders of VB (the “Vendors”). The Vendors are arm’s length to WNS. This transaction is subject to approval by the Canadian Venture Exchange Inc. (the “CDNX”).

“The acquisition of VerticalBuilder springs WNS forward on several fronts. It has become apparent in the industry that companies need to deploy business solutions with a technical edge – quickly and without extended risk and expense. VerticalBuilder’s technology solves today’s document management issues using proprietary sophisticated technology and is now gaining significant traction. Having proven intellectual property allows WNS to improve market penetration while at the same time increasing overall profit margins in an overall market which has a short to mid term decline in margins, due to excess capacity generated from the current economic climate. Additionally, VerticalBuilder brings with it, strong financial resources and institutional shareholders which are key to WNS’ aggressive growth strategy necessary to generate economies of scale. The synergies between the two organizations will be the key to our long term viability.” said Alykhan Mamdani, President & CEO of WNS.

VerticalBuilder’s service offerings currently include C3 WorkNet, a comprehensive collaboration and project management software application, and VertiVision, an application that provides companies with large scale on-line procurement processes handling thousands of documents associated with request-for-quote (“RFQ”) generation.

C3 WorkNet is a powerful Internet-based application designed to help companies communicate and share documents internally and externally with partners, suppliers and customers. It is valuable for planning and coordinating projects of all kinds, both inside and outside the corporate firewall and helps connect participants from a number of different companies and locations.

VertiVision is an Internet-based procurement application that lets companies compile and manage complex RFQ documents and transact business through private portals for buyers and preferred suppliers. VertiVision is primarily designed for oil and gas Exploration and Production companies, Engineering Procurement and Construction groups, suppliers and fabricators.

"We view this as a positive strategic merger that will create a solid foundation for building a successful document management technology provider", commented Mark Wayne, CEO of Lightyear Capital Inc., an independent, Calgary based, research driven investment boutique. "The business model being pursued by this combined entity is focused on generating profitable and recurring revenue streams from the implementation of its IT solutions."

According to VB’s unaudited financial statements for the fiscal year ended December 31, 2001, VB had assets of approximately $4.1M, liabilities after conversion of certain convertible debentures (which will be converted prior to closing) of approximately $950,000, revenue of approximately $140,000 and a net loss of approximately $2.9M. Revenue over the past 3 months is approximately $75,000. As of February 28, 2002, VB had cash of $1,078,711. VB has spent more then $7M developing its intellectual property to the commercialization stage.

The parties anticipate closing of the acquisition to occur on or before April 30, 2002 (the “Closing Date”). The transaction is subject to various conditions precedent including the approval of the CDNX.

The purchase price for the acquisition of VB is $3,200,000 and consists of the issuance of 8,000,000 WNS shares at a price of $0.40. Additionally, the Vendors will be issued (i) 2,000,000 shares when gross revenues from VB’s intellectual property (“VB Revenues”) equal an average of $50,000 per month over three months, within 2 calendar years of the Closing Date (ii) 3,000,000 shares when six month trailing VB Revenues exceed $1,200,000 on an annualized basis, within 3 calendar years of the Closing Date and (iii) 3,000,000 shares when six month trailing VB revenues exceed $2,400,000 on an annualized basis, within 4 calendar years of the Closing Date. The Vendors will also be issued warrants as follows:

the right to acquire 2,100,000 additional common shares of WNS at $0.50 per share, at any point within six months of the Closing Date;
the right to acquire 1,000,000 additional common shares of WNS at $0.70 per share at any point during three calendar years following the Closing Date; and
the right to acquire 1,000,000 additional common shares of WNS at $0.90 per share, at any point during the four calendar years following the Closing Date.
Canaccord Capital Corporation acted as financial advisor to WNS and will be paid cash and/or Shares of WNS for their services. Lightyear Capital Inc. acted as financial advisor to VerticalBuilder in connection with this transaction and will be paid cash and warrants convertible into Shares of WNS for their services.

Elimination of Subordinated Debt

WNS has reached an agreement with Eisen Infocap Inc. (“Eisen”) to subcontract and assign to Eisen certain services currently provided by WNS to the Government of Alberta (the “Assigned Services”). The Assigned Services are not related to WNS’ contract with the Government of Alberta, Ministry of Government Services for $6.5 Million announced in WNS’ press release dated February 15, 2002. Eisen is a newly formed entity controlled by Ted Kao, the principal of Kao Holdings Inc. (“KHI”) which holds $1,250,000 of subordinated secured debt from WNS. Under the terms of the agreement, KHI will eliminate the entire debt in consideration for the Assigned Services. Over the past 3 months, the Assigned Services generated approximately $270,000 in revenue and $36,000 in profit prior to overhead allocations to WNS. Under the terms of the agreement, Ted Kao has resigned as an officer of WNS and his nominee to the Board of Directors, Clay Hamdon, has resigned as a director of WNS. This transaction closed on A pril 5, 2002 subject to the final acceptance of the CDNX.

“The elimination of all of our subordinated debt greatly enhances our balance sheet and cash flow. The divestiture and subcontract of two services outside the document management space enhances our overall strategy to move to higher margins and improved profitability,” said Mr. Mamdani.

Acquisition of Infrastructure Technologies 2000 Limited Partnership

WNS’ wholly owned subsidiary, WNS.com Inc., is currently party to a licensing and royalty arrangement with Infrastructure Technologies 2000 Limited Partnership (the “Partnership”). The arrangement was an off balance sheet financing mechanism which raised a total of $2,250,000 and resulted in a royalty being paid by WNS.com Inc. to the Partnership. Under the terms of the proposed acquisition of the COMPASS Software from the Partnership, the Partnership will receive 4,500,000 shares of WNS and 720,000 warrants of WNS. These warrants are exercisable at $.50 per share and expire on September 30, 2003.

Also in conjunction with the above transaction, the Partnership will cancel 900,000 warrants it currently holds to acquire shares in WNS at $1.00 per share and WNS will reprice another 1,350,000 warrants held by the Partnership to be exercisable at $0.75 per share from $1.00 per share, subject to regulatory approval. Additionally, Softech Capital Corp. will cancel 700,000 warrants it holds to acquire shares in WNS at $0.50 per share.

The acquisition of the Partnership by WNS is subject to approval by the Limited Partners and the CDNX.

“The repatriation of the Partnership is the last step in strengthening our balance sheet required to position WNS for the VerticalBuilder acquisition and the planned consolidation in the Document Management Technology space” added Mr. Mamdani.

About WNS Inc.

WNS Inc. is an e-business and document management solutions provider. WNS provides senior level consulting services necessary to develop, implement and support a successful business solution to address document management requirements. The diverse range of solutions include professional services, expertise in software development, third party applications, industry proven hardware, network management, and infrastructure support. WNS’ aggressive growth strategy consists of marketing its products and services throughout North America and targeting select acquisitions. WNS shares trade on the Canadian Venture Exchange under the symbol WNS.

For further information, please contact:

Mr. Alykhan Mamdani - President and CEO, WNS Inc.
Tel: (403) 265-9322
Fax: (403) 265-1336
E-mail: alykhan@wns.com

The Canadian Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.