WNS EMERGENT INC. (TSX-V: WNS)
NEWS RELEASE
For Immediate Release: Monday, July 7, 2003
Calgary, Alberta

WNS AND TCENET ANNOUNCE EXECUTION OF FORMAL ARRANGEMENT AGREEMENT

WNS Emergent Inc. (“WNS” or the “Company”) (TSX-V: WNS) and TCEnet Inc. (“TCE”) (TSX-V: TCE) are pleased to announce that they have entered into a formal arrangement agreement dated July 4, 2003 (the "Arrangement Agreement") to effect WNS' acquisition of TCE announced on June 19, 2003.

Pursuant to the Arrangement Agreement, TCE shareholders will receive 1 WNS common share for each 3.061 shares of TCE they hold. In addition, WNS will acquire all of the secured convertible debentures currently issued by TCE, being approximately $525,000 of principal and accrued interest, for $525,000 of convertible debentures of WNS. The convertible debentures issued by WNS shall be unsecured, bear interest at 10% per annum, mature on August 31, 2005 and be convertible into shares at $0.10 per WNS share. WNS shall have the privilege to convert the convertible debentures into 6,000,000 shares of WNS, including principal, interest and prepayment penalty, at any time prior to December 31, 2003.

The Arrangement Agreement is subject to certain conditions, including TSX Venture Exchange approval, the negotiated reduction of certain of TCE's debts, necessary court approval and all requisite shareholder and debentureholder approval.

TCE's business solutions are based on proprietary intellectual property comprised of Cendec and Simulutions. TCE's Cendec division provides systems to manage information, records and documents to optimize management of a company's materials and assets. Simulutions provides for the acquisition and management of mission critical information and records for pipeline operations for some of the world's largest energy and natural resource companies.

WNS Emergent provides technology to clients to assist in the management of their vital information and documents. Our solutions allow our clients to Connect, Communicate and Collaborate. Our Connect solutions team consists of infrastructure specialists who handle everything from the complete outsourced management of networks to the most complex integration of wireless services. Our Communicate solutions include the design, development, implementation and support of specialized information and document management solutions using a team of experts deployed across Canada. Our Collaborate Solutions include proprietary information, document and records management technologies. For more information, please visit www.wnsemergent.com.

For further information, please contact:


Mr. George Watson
President & CEO
Tel: (403) 705-7500
Fax: (403) 705-7555
E-mail: george.watson@wnsemergent.com

or

Mr. Don Shaw
President & CEO of TCE
Tel: (403) 237-9500
E-mail: don.shaw@tcenetinc.com


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

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