Talware Networx Inc.
TSX VENTURE : JBS

Talware Networx Inc.

November 04, 2005 15:08 ET

Talware Networx Inc. Press Release

TORONTO, ONTARIO--(CCNMatthews - Nov. 4, 2005) - Talware Networx Inc. (TSX VENTURE:JBS) (the "Company") is pleased to announce the following:

Joint Venture in Peoples' Republic of China

Talware is pleased to announce that it has opened an office in Beijing and hired three employees for this office. The Company has also executed a revised version of its joint venture agreement (the "agreement") with the China International Talent Development Centre (CITDC), originally announced in its Press Release of July 12, 2004.

CITDC is China's premier professional HR service organization and provides personnel services for both domestic and foreign companies operating in China. Pursuant to the terms of the agreement, which has no defined term, the CITDC and Talware are incorporating a company to be known as the China Talent Network Co ("CTN") for the purpose of distributing Talware's workforce management software to government ministries, state-owned enterprises, private industry and post-secondary institutions.

Talware and CITDC will subscribe for 49% and 51% of the shares of CTN respectively. The initial investment by the parties will be an aggregate of US$300,000. The parties will be jointly responsible for raising additional capital up to a total of US$10,000,000. Commencing in the second year, the joint venture will pay to Talware a royalty of 12% on the joint venture's annual revenue in excess of US$2,000,000.

The venture continues to be subject to final approval by regulatory authorities in the Peoples Republic of China to license Talware's human resource management technology and create The China Talent Network. Final regulatory approval is anticipated early in 2006. Talware intends to disclose further details as same become available.

Letter of Intent with CINCOM

On October 28, 2005, Talware executed a letter of intent with Cincom Systems International S.A. of Brussels, Belgium, (hereinafter referred to as "CINCOM") providing that the parties will enter into a licensing agreement for the implementation of Talware's workforce management software in CINCOM's European operations. The letter of intent provides that the licensing agreement will commence November 1, 2005, for an initial term of one year. It further provides that Talware's workforce management software will be accessible by CINCOM's employees functioning in the English, French, German, Spanish or Italian languages. CINCOM is a global consulting company with approximately 1000 employees worldwide and provides IT solutions for data management, marketing, sales and customer service, application development, manufacturing, outsourcing and hosting. Talware will disclose further details as same become available.

Auditors

The Company is pleased to announce that Moore Stephens Cooper Molyneux LLP has been appointed and has agreed to act as Auditors of the Company. For further information see the Company's Information posted on Sedar. The Company's former auditors Bennett Gold Chartered Accountants advised that they have chosen to withdraw as a participant with the Canadian Public Accountability Board and as a result is no longer permitted to conduct audits of the financial statements of reporting issuers.

Joint Venture in The Defense Talent Network

The Company currently owns 50.5% of the issued and outstanding shares of The Defense Talent Network Inc., a Delaware corporation. The remaining shares are owned by David Germond. The Defense Talent Network Inc. utilizes Talware's software application for the purpose of operating a series of job boards known as The Defense Talent Network ("DTN") for the United States defence contracting industry.

There is currently a dispute between the shareholders respecting the terms of ownership of the DTN job board. The dispute arose out of a disagreement over the responsibilities of each shareholder with respect to the operations of the DTN. Although Talware has not received any revenue from its interest in the DTN, the Company is nevertheless in the process of considering its options with respect to its continuing interest in the venture.

About Talware Networx Inc.

Talware Networx Inc. provides human capital retention and workforce management solutions. The Company's suite of products allows users to source and manage human capital resources on a local, national and global basis. They include solutions for skill and experience identification, applicant marketing, private label job boards and employee communication.

Forward Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this press release, the words "anticipate", "believe", "could," "estimate," "expect," "intend," "may," "plan," "will, "and" "would" and similar expressions are intended to identify forward-looking statements. Such statements reflect the Company's current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made including those factors detailed from time to time in filings made by the Company with Canadian securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated or expected. The Company does not intend and does not assume any obligation to update these forward-looking statements.

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

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