Web Hosting Firm Axtive Acquires National IT Firm Datatek

Axtive Corporation (www.axtive.com) today announced the signing of a definitive agreement for the acquisition of Datatek Group Corporation a subsidiary of Diversified Corporate Resources, Inc. (DCRI) (OTC Pink Sheets: HIRD).
Graham C. Beachum III, President and COO of Axtive Corporation, stated, "The acquisition of Datatek marks a major event in the evolution of Axtive Corporation.

This action is accretive on multiple levels in that it expands Axtive's existing professional services capabilities in the state, local and federal government IT services sector and enables our company to become a single source provider of resources and skills for the IT projects of our expanding client base" Beachum added.

Datatek is a leading Information Technology staffing services firm specializing in public sector healthcare solutions. Under the terms of the agreement, Axtive is paying $9.1 million in consideration for the Datatek assets and assuming specified liabilities.

The purchase price is comprised of $4.5 million in cash and 15,333,333 shares of Axtive common stock valued at $4,600,000. The amount of cash paid at closing may be increased by up to $0.5 million based on the amount of Datatek's accounts receivable.

Datatek, based in Phoenix, Arizona, is a nationally known contract placement firm providing IT-related staffing solutions, consulting services and project management to the financial services and health insurance industries, with a vertical knowledge base supporting Medicaid Fiscal Agents.

The acquisition is expected to close in February 2005 subject to receipt of required consents and other customary conditions to closing. In addition, the closing is subject to the following conditions: Axtive must obtain at least $6.0 million of financing on satisfactory terms; DCRI must redeem a minimum number of shares of its preferred stock by agreeing to exchange shares of Axtive common stock to be received in the acquisition on terms satisfactory to DCRI; and the parties must provide each other with satisfactory disclosure schedules.

Axtive cannot give any assurances that conditions to closing will be satisfied, including whether adequate financing can be obtained or can be obtained on terms satisfactory to Axtive. Axtive is currently in negotiations with several sources of equity or debt financing investors, but has yet to finalize the terms of the required financing.

Axtive Corporation is a holding company that currently provides system integration, web application development and managed hosting services to government and private sector clients in the middle market.