Forward Event Stocks

[EdF]

ICEW .035 & PGRA .025 March 2005

IceWEB Announces Signing of Letter of Intent to Acquire PlanGraphics, Inc.
Thursday November 18, 4:00 pm ET
Combined Company Revenue Backlog Exceeds $20 Million


HERNDON, Va.--(BUSINESS WIRE)--Nov. 18, 2004--IceWEB(TM), Inc. (OTC:ICEW - News), a leading provider of integrated enterprise networking and security solutions, content delivery software, and related professional consulting services, announced today that it has entered into a letter of intent to acquire PlanGraphics(TM), Inc. (PNK:PGRA) by way of merger in consideration of an exchange ICEW common shares, for PGRA common shares. The acquisition, which is subject to negotiation and execution of binding definitive documents, satisfaction of certain conditions precedent, approval by the PlanGraphics, Inc. shareholders, and other ordinary and customary closing conditions for a transaction of this type, is anticipated to close before the end of IceWEB's second quarter.
Since 1979, PlanGraphics has provided cost-effective, innovative approaches to solving business problems through geographic information systems. Today, PlanGraphics business is focused on public security and business intelligence solutions, asset and facility management and executive decision support systems, all leveraging geospatial and locational information and technologies. In this regard, PlanGraphics offers a wide array of capabilities both in web-enabled geographic information systems (GIS) implementation and in other IT applications that integrate and facilitate the access, analysis, and interpretation of disparate data sets.

In connection with the entry into the letter of intent, John R. Signorello, IceWEB's Chairman and Chief Executive Officer said, "We are extremely excited about our planned merger with PlanGraphics, as their advanced geographic information systems technologies and expertise are a perfect compliment to the smart suite of enterprise software products currently offered by IceWEB. We are particularly excited about their spatial templates for emergency preparedness (STEPs), which offer a revolutionary and timely approach to effective asset management for commercial and government enterprises, and we believe will play an increasingly important role in homeland security."

John Antenucci, PlanGraphics' President and Chief Executive Officer, said in connection with the execution of the letter of intent, "The entire PlanGraphics Board of Directors joins in my excitement in having PlanGraphics become part of IceWEB. We believe there are significant synergies between PlanGraphics and IceWEB in the technologies we offer and the customers we serve, and significant market opportunities for the combined enterprise in the future. By merging with IceWEB, we believe PlanGraphics shareholders will benefit from these synergies and market opportunities, and from the higher visibility IceWEB stock enjoys in the marketplace."

Diana G. Clark, CFA, Managing Director of Cove Partners LLC, IceWEB's investment bank and financial advisor in connection with the transaction said, "From our perspective the proposed merger offers substantial ongoing important synergies from both a product and customer perspective for the combined company, which will have approximately 130 employees, with offices in Maryland, Colorado, New York, Virginia, Kentucky, Rhode Island, the United Kingdom, and China. With a unique combined value proposition in the Web-enabled security, public safety, and first responder solutions space, the combined company has on a pro forma basis a contract backlog into 2006 of over $20,000,000, and should provide a solid going-forward platform on which to build increasing shareholder value."

About IceWEB, Inc.

IceWEB, Inc. provides integrated enterprise networking and security solutions, content delivery software and professional consulting services to both public and private enterprises. IceWEB's products, including IceWEB CMS, IceWEB Studio, IceSHOW, Propster, IceWEB Portal and Learningstream.com, allow users to independently manage, create and deliver mission critical information and data quickly and affordably. IceWEB's security and networking solutions, combined with our professional consulting services, help our customers maximize their IT infrastructure for tighter data management, stronger system control and greater return on investment. For more information on our products and services, call IceWEB at 703.964.8000 or visit www.iceweb.com. IceWEB(TM) products and services are available on GSA Contract # GS-35F-5149H.

To be added to our investor relations email list please go to: http://www.b2i.us/frame.asp?BzID=851&to=ea&Nav=0&S=0&L=1 or call Mr. Michael N. Cachine, Sr. at 703-964-8000 ext 126.

About PlanGraphics, Inc.

PlanGraphics, Inc., founded in 1979, is a full life-cycle systems integration and implementation firm providing a broad range of services in the design and implementation of information technology in the public and commercial sectors. PlanGraphics' experience with spatial information systems and e-services capabilities provides a critical discriminator among other IT consulting and integration firms. PlanGraphics has headquarters in Frankfort, Ky., and regional offices in Maryland, Colorado and New York. On the Web: www.plangraphics.com.

"Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties, including but not limited to business conditions and the amount of growth in the computer industry and general economy, competitive factors, and other risks detailed from time to time in the Company's SEC reports, including but not limited to its annual report on Form 10-K and its quarterly reports on Forms 10-Q. The Company does not undertake any obligation to update forward-looking statements.

All trademarks and brand names are the property of their respective companies.



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Contact:
IceWEB, Inc.
Michael N. Cachine, Sr., 703-964-8000 x126
[e-mail]