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IceWEB Completes $1.6 Million Private Non-Registered Offering

To institutional and accredited investors

IceWEB, Inc. has received gross proceeds of approximately $1.6 million in a private placement offering to institutional and accredited investors.

In conjunction with the closing, the company issued approximately 13.45 million shares of its restricted common stock at a price of $0.12/share and warrants to purchase approximately 13.45 million shares of its common stock at a strike price of $0.15 per share. The warrants are callable should the stock trade above $0.25 for ten straight trading days and have a five year expiration. There is no cashless exercise provision on the warrants.

The shares issued to the investors and the shares underlying the warrants have not been registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not be deemed an offer to sell or a solicitation of an offer to buy any securities of the company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Hal Compton, Sr., IceWEB’s chairman and interim CEO, commented: "This latest raise provides the capital needed to accelerate the company’s growth in its current business plan, specifically in the areas of sales and additional product development. Our products conætinue to improve, driving increased market demand from mid-enterprise organizations that realize the value of our unified data storage systems. Recent developments further strengthening the market position of our award-winning products include: the latest update of our IceSTORM operating system, our partnership with Rackspace for seamless cloud storage integration, and Microsoft Active Directory integration. Continuous third party market validation, strategic partnerships, and customer wins affirms the company’s strength in a market that is itself growing at astounding rates. The entire IceWEB management team, board of directors, and I remain extremely confident in IceWEB’s long-term growth strategy."

Meyers Associates, LLC served as the company’s placement agent for the transaction.

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