EXA Signs Letter of Intent for Purchase of Second Ship

EXA International Inc., announced the signing of a Letter of Intent to charter/purchase the S.S. Rembrandt by its wholly owned subsidiary, CruiseUnit Project, Ltd. from its current owners, DLJ Investment Fund, Inc. The vessel was owned by Premier Cruise Lines and before that was Holland America's flag ship, Rotterdam.

Stanley Priskie, EXA's President, describes the ship as, "749 feet long, with approximately 575 cabins and is close to 38,000 tons. A cyber-tour of the ship is available at www.maritimematters.com and features a commentary by Peter Knego, a classic passenger ship preservationist and contributing editor to Maritime Matters, who writes that the Rembrandt is 'arguably the most magnificent and well preserved vintage liner in existence.'"

"This is the second ship that we have under contract for delivery in 2002, for our timeshare program to be marketed under the name of Cruiseshares," continued Priskie. "This ship has recently had a cosmetic 'face lift' and will be delivered ready for sailing and have approval certificates from the United States Coast Guard and the United States Department of Health."

"We were in position to start our marketing and sales program on September 12th and deferred all these activities due to the disaster of September 11th. Following President Bush's advice to the American people, we are getting back to business as usual and will restart the marketing and sales program by October 22, 2001," commented Priskie.

EXA International's plan is to acquire up to five previously operated commercial cruise ships having a total of 1,500 cabins during the next several years. The ships will be refurbished to offer luxurious accommodations, common areas and amenities. The marketing program is designed to sell through traditional timeshare sales offices as well as through selected agents in the travel industry who have extensive experience in the sale of commercial cruises.

In August of this year, CruiseUnit Project, Ltd. entered into an agreement with Cruiseshares, Inc., a Dallas-based timeshare marketing company to be the Master Broker of Cruiseshares units for a fixed percentage of sales. Cruiseshares, Inc. will pay all the advertising and marketing costs. Cruiseshares, Inc. has affiliated selling offices throughout the United States, Canada and the U.K. Subsequent to the signing of the Master Broker Agreement, the Company entered into negotiations to acquire all or a majority interest in Cruiseshares, Inc. Negotiations are currently ongoing and are expected to come to fruition before the end of the year.