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Merger news:
The stock should perk up now. Cash flow problems go, profitability in 3 quarters time???

RESTON, Va. and McLEAN, Va., Dec. 14 /PRNewswire/ -- CyberCash, Inc. (Nasdaq: CYCH
- news), a leading provider of electronic payment technologies and services, and Network 1
Financial Corp., a premier supplier of payment processing systems and Internet payment
services, today announced a definitive merger agreement to create a single entity that will
offer the industry's most fully integrated payment solution for both Internet and physical world

Under terms of the merger agreement, shareholders of privately held Network 1 Financial will
receive CyberCash shares representing 50% of the equity of the merged company on a fully
diluted basis. The transaction is subject to customary closing conditions, including
shareholder approvals, and is expected to be completed in the first quarter of 2001.

The merged company, which will retain the CyberCash name, will offer both Internet and
physical world merchants a complete electronic payment solution. This will combine
CyberCash's industry leading Internet gateway and other software-based solutions, which
connect merchants to all types of payment processors and settlement services, with
Network 1's state-of-the-art e-commerce technologies and merchant accounting
infrastructure. This merger also brings together the two companies' significant
Business-to-Business (B2B) initiatives, allowing the new company to offer combined,
best-of-breed solutions to the rapidly burgeoning online B2B market. The new company's
combined gateway and merchant accounting offerings will provide both Internet and physical
world merchants with the simplest, most secure, most convenient and least expensive
payment processing solutions available today.

William G. Wade, founder, President and Chief Executive Officer of Network 1, will serve as
President and CEO of the combined company. CyberCash founder and Chairman William N.
Melton will serve as chairman of the new CyberCash, and CyberCash Chief Financial Officer
John H. Karnes will serve as CFO of the new company. James J. Condon, President and
CEO of CyberCash, will leave the company after a short transition. Daniel C. Lynch, a
CyberCash founder and Board member, will serve as interim CEO until the transaction is

Said Wade: ``This combination of Network 1 and CyberCash represents the birth of an
entirely new company, one that transforms the payments business by linking settlement and
transaction processing with innovative merchant-facing gateway solutions in a seamless,
speedy and secure way. By combining these two pioneering companies, we are positioned
to capture a much larger piece of the more than $3 billion in transactions that pass through
our combined systems each year, from a combined total of 50,000 merchants. Our new
company's highly scalable business model is based on capturing a percentage of total
transaction value by leveraging Network 1's acquiring capabilities, allowing the new
CyberCash to participate in the success of both e-commerce and traditional sales channels
going forward. We are literally rewriting the rules in the Internet payments business.'

Said Melton: ``CyberCash has found an ideal partner to take the next giant step forward in the
electronic payments business. Network 1 is itself a formidable presence, with more than a
decade in the transaction processing business and significant experience in both the Internet
and physical worlds, and more than $24 million in revenues expected this year alone. This
transaction provides a far more compelling business model for our merged company's
shareholders, partners and employees, and I couldn't be more confident in Bill Wade and our
combined company's management team to make this merger's great promise a reality.'

Said Karnes: ``This transaction significantly transforms the existing CyberCash business
model, with a powerful impact from both a revenue and cash flow perspective. Our revenue
stream will be substantially strengthened by the ability to receive a discount rate -- or
percentage -- on transactions for which we provide settlement and processing services. In
our first 12 months as a combined company, we expect to report annualized revenue of
more than $100 million. We also expect the combined company to become cash flow
positive in the third quarter of 2001, following completion of the merger integration. I can think
of no competitor in the Internet payments space that has as compelling a value proposition
as the new CyberCash.'

The combined company will be based in Reston, VA, with operations in McLean, VA, Atlanta,
GA, San Antonio, TX, Alameda, CA, Bangalore, India, and Munich, Germany. After the close,
CyberCash's Board of Directors will be comprised of seven members, three to be named by
Network 1, three to be named by CyberCash and Wade.

About Network 1 Financial

Founded in 1989, Network 1 Financial Corp., headquartered in McLean, VA, is a leading
provider of electronic payment processing systems and merchant accounting, as well as
Internet payment services to both online and physical world merchants. With offices in
McLean, VA, Atlanta, GA, and San Antonio, TX, Network 1 employs 120 people and expects
to report in excess of $24 million in revenue in 2000. Network 1 is a privately held,
employee-owned company. For more information, visit

About CyberCash

CyberCash, Inc., headquartered in Reston, VA, is a leading provider of Internet payment
services and electronic payment software for both Business- to-Consumer (B2C) and
Business-to-Business markets (B2B). The Company provides service solutions to more
than 26,500 Internet merchants and has shipped more than 145,000 copies of its software
products. In addition to enabling Internet payments, CyberCash offers merchants
state-of-the-art risk management capabilities through its FraudPatrol(TM) Internet fraud
detection service, and the opportunity to generate additional sales leads through an affiliate
marketing program. CyberCash offers the broadest reach in the payment industry with a
comprehensive distribution network focusing on both direct and indirect channels, which
include marketing partnerships with financial institutions, Internet service providers,
application service providers, storefront solution providers and leading independent software
vendors. For more information, visit

This press release contains statements that are forward looking within the meaning of the
Private Securities Litigation Reform Act of 1995. They are based on the Company's current
expectations, and are subject to a number of uncertainties and risks. The Company's actual
results may differ materially. The uncertainties and risks relate to failure to complete the
merger, the integration and management of Network 1 Financial operations following the
completion of the merger, the pace of growth of Internet commerce, the development by the
Company and its competitors of new products and services, the integration by CyberCash of
its different product and service offerings, strategic decisions by major participants in the
industry, competitive pricing pressures, legal and regulatory developments and general
economic conditions. Further information about these and other relevant risks and
uncertainties may be found in the Company's annual report on Form 10-K and its other filings
with the Securities and Exchange Commission, all of which are available from the
Commission and from the Company's worldwide Web site, as
well as other sources, including the proxy statement/prospectus CyberCash intends to file
with the Commission in connection with the merger.

Investors Media
John H. Karnes Craig Sablosky
Chief Financial Officer Director of Communications
CyberCash, Inc. CyberCash, Inc.
703-715-7844 703-715-7822

Bernard Kilkelly Mary Athridge
Robinson, Lerer & Montgomery Robinson, Lerer & Montgomery
212-484-7319 212-484-7459
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