Ventyx to Acquire Tech-Assist Inc.

Ventyx(TM), the world´s largest private software provider to the
utility industry, and Tech-Assist Inc., a proven leader in operations
management software systems for power generation and other
asset-intensive continuous process industries, today announced the two
companies have entered into a merger agreement under which, subject to
customary closing conditions, Ventyx will acquire Tech-Assist.

"Acquiring Tech-Assist will further extend Ventyx´s leadership in
solution capability, subject matter expertise and market share in
demanding, asset-intensive industries such as power generation," said
Ventyx President and CEO Greg Dukat. "Tech-Assist adds key plant
operations capabilities to our solution set, and their elite staff of
engineers and consultants bring an unparalleled wealth of expertise in
both plant engineering and software design, particularly in the
nuclear market. The resulting combination will make Ventyx the clear
choice for companies looking to increase the performance of a single
plant or an entire fleet."

Tech-Assist´s flagship product, the Shift Operations Management
System (eSOMS), is a mission-critical plant operations management
application which helps clients ensure the safe, efficient and
reliable operation and maintenance of their facility assets. The
software offers highly complementary features to Ventyx´s Asset Suite
solution in the areas of tagout/lockout, equipment status reporting,
electronic logging and operator rounds, as well as a proven mobile
platform for plant workers. It is currently licensed at more than 155
major power and industrial plants -- including 54 nuclear power plant
sites -- as well as the entire U.S. Navy fleet consisting of more than
265 ship and shore activities.

"Ventyx is an ideal fit for Tech-Assist in many ways," said
Tech-Assist CEO Matt Lechowicz. "With our combined solutions and
industry expertise and Ventyx´s global distribution channel, we have a
unique opportunity to expand an already dominant position in the
energy and utility industry. Together, our software is running in 90
percent of the commercial nuclear reactors in North America and in
nine of the top 10 power generators in Europe. By joining forces, we
can offer clients a broader platform of best-of-breed products,
increased power generation expertise, and future product releases
providing a clear path forward. As a result, our 924 joint customers
worldwide can grow in performance and value, and we can expand into
new markets to grow our combined company´s market share around the
globe."

Extending its already comprehensive solution set with
Tech-Assist´s software will make Ventyx well positioned to capture
additional market share in key high-growth industries such as energy
and utilities. According to a Gartner report on the utilities
industry, "A sustained focus on reliability, process improvements and
regulatory compliance, as well as the pushing of back-office
capabilities out to field force and external entities (such as
contractors, government agencies and others) is driving continued
investments in work and asset management, mobile computing, business
analytics and resource optimization."(1)

The transaction is subject to customary closing conditions and is
currently expected to close in the first quarter of 2008. Prime
Investments, LLC, of Bethesda, MD, is acting as intermediary in the
transaction.

Leveraging Deep Subject Matter Expertise

Upon completion of the acquisition, Tech-Assist personnel --
including Tech-Assist founders, Lechowicz and Vice-President and
Secretary Patrick G. Gex -- will be merged into the Ventyx
organization in key roles, including:

-- Lechowicz will serve as Ventyx industry solution executive
responsible for solution strategy and execution for power
generation in North America. Lechowicz´s professional career
spans more than 25 years in plant engineering and computer
systems software development, including designing and
constructing nuclear power plants in the U.S. and abroad.

-- Gex will serve as Ventyx industry solution executive
responsible for solution strategy and execution for power
generation in EMEA. He also has more than 25 years of
experience in the power plant engineering and computer
industries -- holding a range of positions such as Safety
Analysis Engineer and Planning and Control Engineer.

The Tech-Assist product group will be integrated into the Ventyx
Asset Suite organization and will continue to support the development
and deployment of its current software and services as part of the
Asset Suite offering.

"Ventyx and Tech-Assist have proven complementary products,
evidenced by the fact that 15 top power generators already use
software from both companies and Asset Suite and eSOMS coexist in more
than 70 generation plants today," said Ventyx Chief Technology Officer
Steve Carpenter. "As a result of this merger, future integrations will
leverage the strengths of both products -- utilizing our greatest
combined asset, our customers. We will consult with our joint
customers and reference use cases from existing co-deployments to
determine how the products can work together to deliver optimum value.
In addition, we will leverage our services-oriented Foundation
Architecture platform to facilitate stable and flexible integrations."

About Tech-Assist

Tech-Assist, Inc. is a software development and consulting firm
established in 1986. The Company develops and assists in the
implementation of mission-critical software applications for
continuous process industries and the military. Users of the Company´s
software rely on it to ensure the safe, efficient, and reliable
operation and maintenance of their facility assets. Tech-Assist is
staffed with engineers and information technology professionals who
are experts in the field of plant operations management. For more
information: http://www.techassist.com/

About Ventyx

Ventyx is the leading provider of best-of-breed software solutions
which enable energy, utilities, telecommunications, broadband and
other commercial field service organizations to optimize the
management of their customers, workforce, spare parts inventory,
equipment, tools and documentation -- empowering organizations to
maximize efficiencies in their customer relationships, facilities,
workforce and field service operations. The Ventyx Global Energy
Decisions & NewEnergy Associates business unit is a leading provider
of utility industry solutions for generation asset and portfolio
optimization, energy trading and risk management, schedule management,
price and load forecasting, maintenance optimization, resource
planning, fuel budgeting, plant betterment and environmental
compliance analysis. With offices in North America, Europe, the Middle
East and Asia-Pacific, Ventyx has more than 900 clients in select
asset-intensive service-based industries. For more information, visit
our Website at www.ventyx.com.

Ventyx is a trademark of Ventyx Inc. Other company and product
names may be trademarks of the respective companies with which they
are associated.

(1) "Dataquest Insight: Introducing the Utilities Industry
Solutions Map." Gartner, Inc. Cynthia Moore. January 26, 2007.