SOURCE: PaperClip Inc.

November 08, 2006 09:58 ET

PaperClip Enters Into Share Exchange Agreement

NEW YORK, NY -- (MARKET WIRE) -- November 8, 2006 -- PaperClip Software, Inc. ("PaperClip") (OTCBB: PCLP) announced that it has entered into a Stock Purchase and Share Exchange Agreement with American Sunrise International, Inc. ("Sunrise"), a Delaware Corporation, the shareholders of Sunrise, and Jilin Dongsheng Weiye Science and Technology Co., Ltd ("Jilin"), a limited liability company of the People's Republic of China.

The stock purchase and share exchange is subject to several conditions to closing and provides for the acquisition of 100% of the issued and outstanding capital stock of Sunrise owned by the Sunrise shareholders which would make Sunrise a wholly owned subsidiary of PaperClip, in exchange for the issuance of PaperClip common stock and shares of PaperClip's Series B Convertible Preferred Stock. After the transaction, the Sunrise shareholders would own 98.7% of PaperClip's common stock.

In connection with the transaction, PaperClip is to convey its business, assets and liabilities to a wholly owned subsidiary, the shares of which will be paid as a dividend to the PaperClip shareholders of record as of November 6, 2006.

American Sunrise International Inc., through its 100%-owned subsidiary, Jilin Dongsheng Weiye Science and Technology Co., Ltd is engaged in the development and manufacture of nutritional supplements and personal care products domestically in China. It sells these products through a network marketing system of retail outlets in twenty-six provinces throughout China.

PaperClip Software, Inc. develops and markets software products that organize and communicate documents, images and data. The Company directly markets products and services into Insurance, Mortgage and Securities sectors. The Company distributes its products worldwide through distributors, value-added resellers and systems integrators with vertical market experience.

This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in statements filed from time to time with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

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