OTC Journal Newsletter

February 28, 1999

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To OTC Journal Members:

On Friday, February 26th, there was a very important news release issued by our current profile, Mirage Holdings (OTC BB: MGHI). This news release concerns the terms of the acquisition of the remaining 49% of NetSol, and the remaining 57% of NetSol UK.

As we described in our original profile, we expected these acquisitions to be finalized by the end of March. After reading this news release, it looks like they are on track to beat this time table by a couple of weeks. More importantly, sales and earnings for NetSol are disclosed in this press release, and it appears that the combined NetSol companies are right on track to achieve the $5 million in sales we predicted.. Through the six month period ending in December, the combined companies achieved $2.6 million in sales and $275,000 in profits according to the press release. Management assures that results for the second half of fiscal 1999 will be better than the first half of the year.

The stock continues to behave poorly above $3.50, so if you decide to invest, a limit order of $3.25 or less would probably be prudent until the stock breaks out of this range.

Below is the complete text of the press release for your benefit. At the end of this newsletter there are some important links relating to Mirage Holdings (OTC BB: MGHI).

We will soon be providing live video streamed multi media presentations on our client companies over the Internet. In order to view these events, you must have the Audience Management Software tool on your computer, which we provide in partnership with InterVu (NASDAQ: ITVU). If you have an interest in attending any of these presentations in the future, please download the free software provided at the end of this newsletter.

Now, here is the full text of the Mirage Holdings (OTC BB: MGHI) news release:

Friday February 26, 4:48 pm Eastern Time

Company Press Release SOURCE: Mirage Holdings, Inc.

SANTA MONICA, Calif., Feb. 26 /PRNewswire/ -- Mirage Holdings, Inc. (OTC Bulletin Board: MGHI - news; ``Mirage'') today announced that it has secured a 'Letter of Intent' to fully acquire Network Solutions (Pvt.)Ltd. and Netsol UK, Ltd. Mirage presently owns a 51% equity interest in Network Solutions (Pvt.) Ltd. a Pakistan based software development house. Mirage also owns a 43% equity interest in Netsol UK, Ltd. which is a related company of Network Solutions (Pvt.)Ltd. This acquisition will give Mirage the remaining interest of 49% of Network Solutions (Pvt.) Ltd. and 57% of Netsol UK, Ltd.

Mr. Najeeb Ghauri, President and CEO of Mirage commented that ``Mirage has successfully negotiated the letter of intent to acquire Network Solutions (Pvt.) Ltd. and Netsol UK, Ltd. to continue Mirage's expansion plan in the 'Information technology' industry. This strategy is consistent with our earlier announcement of focusing exclusively in the technology sector. Subject to regulatory approvals and appropriate valuations, Mirage intends to acquire the balance of Network Solutions (Pvt.) Ltd. and Netsol UK, Ltd. The letter of intent currently proposes an issuance of 4.2 million shares of Mirage in exchange for the remaining 49% stock of Network Solutions (Pvt.) Ltd. and 57% stock of Netsol UK, Ltd. There is no cash component required to consummate this acquisition.'' Mr. Ghauri continues, ``At this time we have retained a nationally recognized consulting firm to conduct a thorough ''due diligence`` and a complete valuation of both of the companies. We expect to complete the due diligence, get required approvals from the shareholders and SEC by mid-March 1999 to complete this acquisition.''

Upon a successful completion of the acquisition, an expanded management team and board will be put in place. After the acquisition, the company will be led by the existing Chief Executive Officer of Network Solutions (Pvt.) Ltd. Mr. Salim Ghauri, who will be the President and Chief Executive Officer of newly combined companies. Mr. Najeeb Ghauri will assume the role of Chief Operating Officer and Chief Financial Officer at that time. The number of board members would be enlarged to seven from current three members.

Network Solutions (Pvt.) Ltd. has been in business for over 3 years now, head quartered in Lahore, Pakistan. Network Solutions (Pvt.) Ltd. is the first Pakistani based software house to be certified as 'ISO 9001' which is one of the most prestigious accreditation for software developers. The company specializes in lease and finance software systems targeted for the automotive captive leasing and finance industry. According to a recent estimate by the Equipment Leasing Association (ELA), the size of this market in North America alone is $180 billion annually. The customer's list of Netsol has grown to include blue chip companies such as the Mercedes-Benz Finance Companies in Australia, the United Kingdom, Singapore, Thailand, Taiwan and Europe. Netsol also has other key customers outside of the leasing industry such as ICI, Plc of the United Kingdom and Fuzzy! Informatik of Germany. Network Solutions (Pvt.) Ltd. posted a revenue of about $500,000 in the first half ended December 1998 as compared to about $94,000 same period of 1997. The operating profit was $53,825 as compared to a loss of ($128,424) in the same period of 1997.

Netsol UK, Ltd. has been in business for over a year now and is located in Milton Keynes, UK. This is the sales and marketing arm for Network Solutions (Pvt.) Ltd. which has a team of over 20 IT professionals and consultants. Netsol UK, Ltd. serves the customers based in Europe and provide dedicated service to customers like Mercedes-Benz Finance Ltd, UK and ICI, Plc. The Company posted revenues of over $2.1 Million in the first half of fiscal 1999 period, the period ending December 31, 1998. The operating profit for this period was $221,201 or about 11% of sales.

Mr. Najeeb Ghauri, CEO of Mirage summarized the impact of this latest development by saying, ``the management team of Mirage is extremely excited about the prospects for the acquisitions of these two entities, especially because both of these entities are already profitable. We are very confident that this latest development will enhance shareholder value and it is a giant leap forward for Mirage.''

Included in this material are ``forward-looking statements'' within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations reflected in such forward-looking statements will prove to have been correct. The letter of intent is not binding and therefore there can be no assurance that the acquisitions will be completed.

SOURCE: Mirage Holdings, Inc.

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