04 Oct 04

Celtron International, Inc announced today that it has entered into a Definitive Agreement with Knight Fuller, Inc. (KNTF.PK) to acquire Celtron's subsidiary, PayCell, Inc., in an all-stock transaction.

PayCell was established by Celtron in May 2004 to act as its North and South American subsidiary to sell, distribute and manage its businesses in those markets. Once the acquisition is complete, PayCell, Inc. will offer its mobile payment services to North American customers. According to the Yankee Group, by 2006 over 50 million wireless phone users in the United States will use their devices to authorize payment for premium content and physical goods. This group represents 26% of wireless users in the U.S.

PayCell's Mobile Credit service, utilizes Wireless Internet Gateway (WIG) technology that resides on a GSM Cellular phone's SIM card. This eliminates the need for any web-based banking service or Wireless Application Protocol (WAP). Users receive immediate transaction settlement in their bank account and confirmation is received in seconds via short messaging system (SMS) protocol. Customers are protected from fraud by the Mail Order Telephone Order (MOTO) rule, which gives them the right to dispute a transaction that takes place in the absence of traditional credit card validation. PriceWaterhouseCoopers has audited the architecture of the system and verified that the transactions are both valid and secure.

PayCell will be adding a number of new services to its mobile payment platform. These services include EFT payments, debit order facilities, POS terminal switching, person-to-person payments, and 3DSecure authentication. Businesses will be far better positioned in the e-commerce and mobile commerce debit and credit card acquiring arenas, due in part to the addition of these new services, as well as the price competitiveness of having a direct bank link rather than using intermediary switching partners.

According to Strategy Analytics, the global electronic payments and mobile commerce markets will reach $200 billion by the end of 2004, with 130 million customers and 14 billion mobile transactions per year. Telecom Trends International forecasts that global m-Commerce will balloon to 1.7 billion users with $554 billion in transactions by 2008.

PayCell is expected to provide existing Knight Fuller shareholders the opportunity to participate in these new, large, burgeoning markets, including the mobile commerce industry, and one that will generate substantial shareholder value.

"Celtron has actively been seeking a separate quotation for its U.S. subsidiary, PayCell, and the offer by Knight Fuller to acquire PayCell and give the Company access to U.S. capital markets is a better deal for our shareholders than our previously announced transaction," said Allen Harington, Celtron's Chief Executive Officer. "We look forward to completing our due diligence and closing the transaction promptly," he added.

The Agreement between the companies calls for 100% of PayCell to be acquired by Knight Fuller in exchange for the issuance of 10,000,000 shares of restricted Knight Fuller common stock.

About Celtron International, Inc.

Celtron is in the business of developing and marketing products in Mobile Commerce, Vehicle-locating and Management, Asset Tracking and Telemetry Solutions. Utilizing Cellular & Internet Protocols, WIG, WAP and IVR for Mobile Commerce and Integrated Cellular Data & GPRS with Global Positioning Satellite technology for Vehicle Location and Management, Celtron offers a wide range of Mobile and Mobile Commerce Solutions.