The tender offer will commence on February 12 2001 and will be for all of Command Systems outstanding common stock. Upon successful completion of the tender offer, pursuant to which 60 per cent or more of the shares are tendered, the merger agreement calls for merger with Newco, subject to, among other things, compliance with the applicable law, pursuant to which the remaining shareholders will receive cash, in the same amount as paid in the tender offer.

"Command Systems' exposure to the financial/insurance sector and its client base will provide an excellent platform to further the business interests of ICICI Infotech. With the large base of technical and infrastructural resources available with ICICI infotech, we will be able to provide higher quality support to the existing customers of Command Systems said Mr V Srinivasan, managing director and CEO, ICICI Infotech Services Ltd.

Mr Edward G Caputo, president and CEO of Command Systems, said that the combination of Command Systems' financial services industry expertise, infrastructure and customer base with ICICI Infotech's significant resources and capabilities, will provide many positive benefits to our employees, management team and most importantly, our customers.

Command Systems willl be stronger, able to provide more products and services, have access to more resources and diverse information technology solutions, he added.

The tender offer is subject to certain conditions, including the tender of at least 60 per cent of Command Systems' outstanding common stock. The tender offer will expire twenty business days after it has commenced, but may be extended under certain circumstances. Command Systems, whose main office is in Farmington, Connecticut, was founded in 1985 and provides a wide range of information technology solutions and services. The Command Systems' Multi-Site Integrated Solutions Strategy provides multi-site, ISO 9001 certified applications, development and maintenance services to customers. u uin support of evolving e-business processes and information technology requirements, including: project management, design and architecture, e-business development, database services, cosulting and application maintenance outsourcing. Command Systems maintains offices in New York, Boston, Hartford, Stamford and an Offshore Technology Resource Center in Bangalore, India.