Telrad Tenecs Merges with congruency

The combination of Telrad Tenecs and congruency brings together a well established provider of traditional enterprise PABX and digital communication systems such as the unite System, with award winning and innovative voice over IP and LAN telephony solutions, including congruencys advanced i.Picasso 6000 IP telephone. The new company will provide enterprise customers, carriers and others with the most comprehensive family of digital and voice over IP telecommunication solutions and applications.

IP Telecommunication Systems and Solutions
ROSH HA'AYIN, ISRAEL and ROCHELLE PARK, NJ -- March 12, 2002 -Telrad Tenecs and congruency today jointly announced a strategic merger to create an unparalleled telecommunications equipment company that provides traditional and advanced voice over IP systems and solutions. The agreement, unanimously approved by the boards of directors of both companies, creates a combined company well positioned to serve the multi-billion dollar enterprise and carrier telecommunication equipment markets.

The combination of Telrad Tenecs and congruency brings together a well established provider of traditional enterprise PABX and digital communication systems such as the unite System, with award winning and innovative voice over IP and LAN telephony solutions, including congruencys advanced i.Picasso 6000 IP telephone.

The new company will provide enterprise customers, carriers and others with the most comprehensive family of digital and voice over IP telecommunication solutions and applications.
Israel Ronn, Telrad Tenecs Chief Executive Officer, will be the Chief Executive Officer of the new company, and Ralph Hayon, Chief Executive Officer and President of congruency, will become President of a newly formed Service Provider Business Unit and the companys Chief Technology Officer. Reuven Avi-Tal, President and CEO of Telrad Networks will become Chairman.

Telrad Tenecs shareholders will hold 52% and congruency shareholders will hold 48% of the merged company. The merger, which is expected to close during June 2002, is subject to regulatory approvals, approval by the stockholders of both companies, and customary closing conditions. At the closing of the merger, the companies expect to announce a new corporate name.

"Voice over IP, LAN telephony and applications are the future of enterprise communications," said Israel Ronn. "congruencys i.Picasso IP telephone and CNS 3200 LAN telephony server software is an outstanding complement to our unite Business Telecommunication System and other communication products, and with this transaction, the combined company is superbly positioned to deliver the most comprehensive, application rich and scalable communication solutions. We have a clear vision for smoothly integrating our organizations and are committed to ensuring that we maximize the potential of the new company."

"This is a tremendous combination that will deliver strong results for customers and stockholders," said Ralph Hayon. "By bringing together our two companies, their complementary product offerings and target markets - and by leveraging the combined intellectual property, and sales, marketing and operational resources - we will be able to offer enterprise customers comprehensive communication solutions while significantly improving the level of support for carriers."

Hayon continued, Our two organizations are a superb fit from both a market and cultural standpoint and we look forward to working with our new colleagues."

The New Company
The new company will have offices in Woodbury and Rosh Haayin, Israel, with key executives in Woodbury, New York. The two companies had combined revenue of over $32 million for the twelve months ended December 31, 2001 and approximately 170 employees at year-end.
In addition to Ronn and Hayon, the new company's executive team includes Dror Shuchman, co-founder and current Vice President of Business Development of congruency, who will be Vice President of Finance and Business Development.

About congruency
congruency is a leading provider of carrier-class application servers, feature servers and service creation tools. In combination, they comprise the companys multi-protocol and award-winning CNS 3200 Enhanced Hosted Communications Platform. The CNS 3200 enables the delivery of advanced VoIP telecommunications (i.e., IP Centrex) and enhanced services (i.e., personalized Web content delivered to IP phones) over broadband data networks. The CNS 3200 works with popular PSTN media gateways to deliver tiered bundles of IP services that can be customized to meet end-users preferences. This scalability enables telecommunications operators and enterprises to readily offer and deploy new and different revenue generating services. These services are deployed with the quality and reliability expected by business enterprises. congruency investors include Vertex Israel, Giza Venture Capital, Elwin Capital Partners, Challenge Fund, Matav, Nomura Jafco International, and private investors. http://www.congruency.com

About Telrad Tenecs
Telrad Tenecs is a large multi-national Israeli based corporation with over 50 years of telecommunications experience. Telrad Tenecs is a key manufacturer of telecommunications equipment in Israel, Europe, Africa, Asia and the USA offering comprehensive, complete, business communications solutions. The company includes a fully owned sales and marketing subsidiary in the USA and has a customer base of more than 40,000 systems worldwide. Telrad Tenecs develops and markets advanced Next Generation Enterprise Communications Systems including Voice over IP, IT Convergence, Enterprise Wireless Solutions, CTI Applications, Messaging and PDA connected capabilities. Telrad Tenecs current product line includes the unite system; a family of sophisticated enterprise communications solutions aimed to fulfill the telecommunication needs of a modern business organization. Further information on Telrad Tenecs and its range of products and solutions can be obtained at the companys site at http://www.tenecs.com.