TORONTO, ONTARIO--Communicorp Corporation has entered into an agreement to acquire all of the shares of Motivus Inc. The transaction will be structured as a business combination of a wholly-owned subsidiary of Communicorp and Motivus whereby shareholders of Motivus will receive, at each shareholder's option: (i) common shares in thecapital of Communicorp; or (ii) an equal number of Common Shares and Class A preferenceshares in the capital of Communicorp. Upon the exercise of the Common Share Election, a Motivus shareholder will receive one Common Share for each 4.75 common shares of Motivus ("Motivus Shares'') held. In the alternative, upon the exercise of the Combined Shares Election, aMotivus shareholder will receive one-half of one Common Share and one-half of one Class A Preference Share for each 4.75Motivus Shares held. Moreover, certain outstanding options and warrants to purchase Motivus Shares will be exchanged for options and warrants of Communicorp based on the share exchange ratio forming part of the Common Share Election. Closing of the transaction is subject to Communicorp and Motivus entering into a definitive agreement on or before March 29,2002 and receipt of all necessary approvals including, without limitation, requisite shareholder approval and the approval of The Toronto Stock Exchange and the Canadian Venture Exchange Inc. Closing of the transaction is expected to occur on or about May 30, 2002. Motivus is a leading integrated branding and marketing communications firm. Headquartered in Toronto, Ontario, Motivus partners with an international network of affiliates to deliver innovative brand solutions to a distinguished international blue-chip client base. The Communicorp group of companies are in the graphic communications business and offer a wide array of services, including digital imaging, graphic pre-media facilities, new media capabilities including web design, marketing and promotional and printing capabilities. Technologically advanced, the group is strategically focused on digital asset management to provide large and small corporate clients with turnkey solutions for all of their communication needs.