VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Feb. 24, 2005) - Versatile Mobile Systems (Canada) Inc. (TSX VENTURE:VMS - News), a leading developer and provider of mobile business solutions, is pleased to announce that it has entered into a Letter of Intent ("LOI") to purchase all of the outstanding shares of Perfect Order, Inc. and Perfect Order Manufacturing, Inc. (collectively "Perfect Order"). All figures are in U.S. dollars unless otherwise stated.

Since its inception in 1992, Perfect Order has built a strong industry reputation, enjoyed significant revenue growth and funded the development of a suite of software products all the while maintaining profitable operations. In its most recently completed year ended December 31, 2004, Perfect Order reported revenues of $54.1 million, net earnings of $1.4 million and EBITDA of $1.8 million (all subject to the completion of its audit) compared to revenues of $15 million for year ended December 31, 1998. The acquisition will be accounted for using the purchase method of accounting and will be immediately accretive to earnings.

Perfect Order, with over 100 employees, currently has offices located in Atlanta, Boston, Buffalo, Mechanicsburg, Philadelphia, and Pittsburgh, and provides a broad suite of information technology solutions for the implementation, maintenance and security of mission-critical computing environments. Customers include companies such as Hershey, Motorola, Tyco (AMP), Comcast, Adelphia Communications, Time Warner (AOL), Mellon Financial, HSBC, Astra Zeneca, and Bristol Meyers Squibb.

Perfect Order is GSA certified (General Services Administration: the United States Federal Contracting Agency), and has provided solutions to US Army, US Navy and Department of Defence. In addition, Perfect Order has provided solutions to the Commonwealth of Pennsylvania, including State police, Health and Human Services, and Department of Welfare. Other customers include the University of Pennsylvania, School District of Philadelphia, Princeton University, Harvard University, University of Oklahoma and Penn State.

Perfect Order (www.perfectorder.com) business solutions are powered by their core product, CommNav, (www.commnav.com; www.sysnav.com), which provides web-based solutions that allow businesses to aggregate critical data in a secure framework. This technology leverages key industry standards including Web services, roles based management, and patented virtualization technology. Packaged solutions are being used successfully in diverse industries including, Financial Services, Communications, Retail, Pharmaceutical, Consumer Packaged Goods, Government and Higher Education.

Perfect Order offers a broad range of proprietary enterprise-based software applications. They include:

• Navigator 4.2 / Smart Hub - Portal software which provides an enterprise framework for development of business applications.
• Biz-Nav Retail - Targets the retail showroom environment
• Smart Lab Management Hub - Lab equipment scheduling, usage tracking and billing software
• Systems Navigator - Data center management tools
• Presentation Navigator - Event logistics planning solutions
• Puppeteer u Provides database driven mail list and event management software
• NetMovies(TM) - Delivers Intranet and Internet-based video-on-demand, thereby protecting the contents IP

Perfect Order has leveraged their product partnerships and obtained the following certifications, which have enabled them to attract a Fortune 500 customer base:

• Wireless Networks- Cisco (Silver partner), Nokia (Gold)
• Systems- Sun Microsystems- Sun Strategic iForce Partner-highest partnership level, Veritas (Elite), HPQ (Intel)
• Storage- Sun Storage Elite Partner- Charter member, Hitachi Data Systems (Gold), Network Appliance (Gold), StorageTek (Premier level partnership)
• Web Services- Sun Java Systems (Elite), Checkpoint- (Platinum level), firewalls and security

Cisco is both a partner and customer. Perfect Order provides training to Cisco employees in The Netherlands, Japan, and the US. The training is in installing, configuring and operating both Broadband Access Centre Cable (BACC) and Cisco Network Registration (CNR).

"Perfect Order delivers a strong combination of proprietary software, process knowledge, and applications expertise," said John Hardy, Chairman and CEO of Versatile, "layered on top of world class third party IT products, that it can sell, implement and support. Perfect Order's expertise in deploying enterprise application solutions within an organization's four walls will complement Versatile's mobile application software, providing the combined company with the unique market position of automating the supply chain from the back office to its furthest point, the mobile worker. In addition to this strategic combination being accretive and significantly expanding our revenue, we will also gain access to new vertical markets, as well as a robust sales channel for our MobiquityO suite of software products."

"We are extremely pleased to align with such an innovative leader in the mobile business solutions space," said John M. Gomery, President and CEO of Perfect Order. "In the last few years, we have been making the transition from selling, installing and supporting complex third party software products within a tier one customer base, to deploying our own proprietary suite of products. This acquisition will enable us to accelerate our current growth plan across the US and internationally, based in part on our expertise in broadband, local area and wide area wireless. Versatile will also be able to leverage our expertise in wireless networking and our ability to manage those networks in a secure environment."

Pursuant to the terms of the transaction Versatile will pay $7.2 million consisting of a cash payment of $3.0 million on closing and Promissory Notes for $4.2 million, payable 12 months after the closing date. The Vendors may convert up to one-half of their Promissory Notes, within 10 months of the Closing Date, into shares of the Company at the rate of one common share for each $0.52 (CDN $0.65 per share) of the Promissory Note. In addition, Versatile will issue 750,000 Common Share purchase warrants (a "Warrant") to the Vendors if the Closing Date occurs before the end of March 2005. One Warrant will entitle the holder thereof to purchase one Common Share at the market price the day before the Closing Date, for a period expiring 24 months after the Closing Date. The Vendors have agreed to pay Versatile a break fee of $720,000. Closing of the transaction is conditional upon customary closing conditions including completion of due diligence, the definitive agreements and requisite regulatory approvals.

Martin Wolf Securities LLC, San Ramon, CA advised Versatile in connection with this transaction.

About Versatile Mobile Systems

Versatile Mobile Systems provides mobile business solutions that enable companies to improve sales, marketing and distribution of their products. By using Versatile Mobile's technology, over 300 companies in the consumer packaged goods and transportation industries have gained the benefits of supply chain visibility, shortened fulfillment cycles and improved customer satisfaction. Versatile's international customer list includes Cadbury Schweppes, Ocado, Albertsons, Michaels, Nordstrom, Publix Supermarkets, K&L Distributors, Rug Doctor and Kellogg. Additional information is available at www.versatilemobile.com

Forward-Looking Statements

This document may contain forward-looking statements relating to Versatile Mobile Systems' operations or to the environment in which it operates, which are based on Versatile Mobile Systems' operations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict or are beyond Versatile Mobile Systems' control. A number of important factors including those set forth in other public filings could cause actual outcomes and results to differ materially from those expressed in these forward looking statements. Consequently readers should not place any undue reliance on such forward-looking statements. In addition, these forward looking statements relate to the date on which they are made. Versatile Mobile Systems disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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

Source: VERSATILE MOBILE SYSTEMS (CANADA) INC.