SOURCE: ICR Systems, Inc.

April 07, 2006 07:05 ET

ICR Systems Signs Agreement for Acquisition and Announces Corporate Changes

ORLANDO, FL -- (MARKET WIRE) -- April 7, 2006 -- ICR Systems, Inc. (OTC: ICRT) announced today that the Company has signed a definitive stock exchange agreement pursuant to which it will acquire all of the outstanding shares of Uprizer, Inc. ("Uprizer") in exchange for shares of common stock of the Company. Uprizer is a private technology firm that owns proprietary computer software. The transaction has been approved by the Board of Directors and a majority of shareholders of both ICR Systems and Uprizer. Upon completion of the transaction, Uprizer is expected to be a wholly owned subsidiary of the Company. The name of the parent company, ICR Systems, Inc., has been changed to Redux Holdings, Inc. The current management and Board members shall be replaced at the direction of Uprizer shareholders. The Company will apply for a new CUSIP number and a new trading symbol to reflect the name change. Additionally, the Company will be updating the Company's NASD filings to reflect the transaction, once the new CUSIP and trading symbol have been assigned and the transaction is closed.

The incoming CEO of the company is Mr. Adam Michelin. Mr. Michelin has more than thirty-two years of experience in the areas of executive leadership, operations, and turnarounds. He is considered a leading expert at evaluating, structuring and implementing solutions for companies in operational and financial crisis.

Mr. Michelin is a founding member and CEO of the Enterprise Group, Inc., based in Southern California. He has also served as Chief Executive Officer, Chief Operating Officer and Chief Restructuring Officer for several companies, representing both shareholders and creditors. His experience and expertise cut across a wide range of industry sectors, including healthcare, retail, light manufacturing, professional services and marketing/distribution. His clients have ranged from industry leaders such as NME and JC Penny to a broad mix of companies generating revenues of $5 million to $3.5 billion.

Mr. Michelin has been published or quoted in numerous magazines, newspapers and other mass media sources, including American Venture, The Orange County Register, The Los Angeles Business Journal, Advance Magazines, The San Fernando Valley Business Journal and many more. He was President of several successful start-up companies and was the CEO of the third largest national chain for childcare. In late 2005, Mr. Michelin was hired as interim CEO of Window Rock Enterprises (owner of the popular dietary supplement CortiSlim) to run the company as it proceeded through its voluntary reorganization. He is highly effective in isolating and eliminating ineffective business units to create a profitable business in a crisis environment. He is skilled in all aspects of stabilizing operations including employee retention and increasing sales.

Mr. Michelin serves on several Boards including, public, private and non-profit corporations. He currently is a Board Member and is the Chairman of the Program Committee for the Forum for Corporate Directors (www.fcdoc.org).

Mr. Michelin received his Juris Doctorate from UWLA, completed MBA work at New York University, and received his Bachelor of Science from Tri State University.

Mr. Michelin commented on the recent developments, "I look forward to using Redux Holdings as a platform for establishing, redeveloping and transforming companies. I have worked with hundreds of companies that have excellent long-term viability, but are restrained due to various conditions. In the event that we can satisfy the missing business components, we will look to acquire and develop these companies to reach their maximum potential valuation. Our goal will be to build a diversified portfolio of companies that we are able to acquire at attractive prices, return them to profitability, and then discuss with potential buyers the opportunities for outright purchase or partnership with our business units."

For additional information on Redux Holdings, Inc., visit the company's website at www.reduxholdings.com.

This press release may contain forward-looking statements. The words "estimate," "possible" and "seeking" and similar expressions identify forward-looking statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation, competition and other material risks.

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