New Rochelle, N.Y., November 8, 2001 -- OCG Technology, Inc. (OTC BB: "OCGT") and NetImpact Holdings, Inc. (OTC: "NTHD") announced today that they have signed a Letter of Intent that provides for OCGT to acquire all the issued and outstanding stock of NTHD in exchange for OCGT stock. NTHD and OCGT believe that the integration of their proprietary software technologies will create an extremely powerful and flexible medical information acquisition and management system with unprecedented comprehensive decision support analysis.

NTHD is pursuing several international healthcare programs that would benefit from the integration of the two companies' products. NTHD recently was selected for a major multi-year international healthcare information management program with initial revenue projected to be in excess of $50,000,000 per year. The company expects to receive the contract soon.

Completion of the proposed acquisition is subject to both OCGT and NTHD executing a definitive agreement and approval of the stockholders of both companies. Although OCGT will be the surviving entity, the company's name will be changed to NetImpact Holdings, Inc. The proposed new Board of Directors will consist of Edward C. Levine, OCGT's Chairman and President, John D. Looney, NTHD's President and CEO; Jeffrey P. Nelson, OCGT's Executive Vice President and Secretary; John A. Paolicelli, NTHD's Chairman and Executive Vice President; James L. Tolley, NTHD's Vice Chairman and Executive Vice President; and James Zilli, President of NetImpact, Inc.

Levine is a member of the New York Bar and prior to joining OCGT was in charge of International Taxation at Laventhol & Horwath. Looney prior to joining NTHD was President of National Solutions Corporation and earlier held executive positions with Technology Systems Corporation and Chrysler Corporation's Technology Division. Nelson prior to joining OCGT was Vice President in the Asset Based Finance Division of Marine Midland/Hong Kong Shanghai Bank. Paolicelli held executive positions at National Solutions Corporation, Technology Systems Corporation, the Iacocca Institute at Lehigh University, and Chrysler Corporation's Technology Division. Tolley is retired Vice President of Public Affairs of both Chrysler Corporation and American Motors Corporation, and Director of Public Relations for the Chevrolet Division of General Motors. Zilli held management consulting positions at Vitria Technology, Inc., Cinergi Consulting Partners, the American Productivity & Quality Center Consulting Group, and Coopers & Lybrand Management Consulting Services.

OCGT's unique technology, PrimeCareTM System, acquires medical information and data at the point of origin from the patient, physician, and/or staff and analyzes it in real time. NTHD's technology is a suite of healthcare-oriented analytical modules that can operate independently or as an integrated data warehouse with comprehensive decision support capabilities. The suite focuses on patient, provider, outcomes, diagnosis, treatment, and financial data. Three of NTHD's officers have marketed healthcare management and analytical software to the automobile industry and insurers, including Blue Cross/Blue Shield.

NTHD is also an information technology and productivity management company. It focuses its competence on behalf of organizations that want to improve productivity and business analytical capabilities by making their various software applications work together with maximum efficiency and output.

Through it's wholly-owned subsidiary, NetImpact, Inc., NTHD has a partnering Agreement with Vitria Technologies Inc., a leading integration server provider, to install and maintain Vitria's BusinessWare™ software. Vitria's BusinessWare™ integrates applications and automates mission-critical business processes within and across the extended enterprise, reducing time to market, shortening lead times, lowering operating costs, and increasing customer satisfaction. Vitria is a publicly traded company (NASDAQ: VITR) based in California. The company's Web site is www.vitria.com.

NTHD has just completed a first phase installation and integration of BusinessWareTM at a BP (British Petroleum) facility near Chicago. The installation has already improved the flow and management of the supply of refined products from BP refineries to their outlets. The U.S. General Services Administration has listed NTHD on the GSA's on-line, web-based purchase order system as a pre-approved vendor of middleware systems integration for the U.S. Government.

NTHD also is developing software, code named eWeasel, that will allow intelligent, secure, seamless access to remote computers (mainframes, legacy systems, and client servers) via the Internet. It will enable the user of the host computer to operate authorized remote computers as if they were his or her own and to run jobs on them regardless of hardware, platform, or command (JCL) operating language disparity.

OCGT and its wholly owned subsidiary, PrimeCare Systems, Inc. ("PSI") developed, own, maintain, update, expand and market the PrimeCareTM Patient Management System ("PrimeCareTM System") and three Internet sites that use various sections of the PrimeCareTM System: www.PrimeCareOnTheWeb.com, www.YourOwnDoctor.com and www.YourOwnHealth.com.

The PrimeCareTM System is an in-office client-server based, user friendly, unique patient-physician interactive system that creates an electronic medical record documenting the entire patient-physician encounter. It enables the physician to obtain the patient's detailed history of present illness ("HPI") including an alphabetical list of the diagnostic risk considerations with the patient's answers repeated that support each diagnostic consideration, without requiring any physician time and prior to seeing the patient. It also allows the physician to document the normal and abnormal physical findings, assessment, tests, treatment plan, medications prescribed and patient education handouts regarding disease management given to the patient. In addition, it automatically calculates, in real time, the proper E&M code level for Medicare and other third party reimbursement for the office visit.

The PrimeCareTM System contains an authoritative and comprehensive knowledge database of approximately 275 symptom and problem oriented patient HPI Questionnaires for the diagnostic and follow-up office visits and collectively, over 100,000 complaint and disease state questions, 1,600 diagnoses, 1,100 physician quick reference summaries and 1,500 patient education handouts. The Company has migrated the HPI Questionnaires for the diagnostic and follow-up office visits, physician reference and patient education material, CodeComplierTM for real time E&M code calculation and scheduler sections of the PrimeCareTM System to its Internet Products. The Company continues to migrate the entire PrimeCareTM System to the Internet. The Company plans to implement connectivity with hand held, wireless and satellite devices where appropriate and technically feasible.

PrimeCareOnTheWeb.com (www.primecareontheweb.com) is restricted to use by registered physicians. It enables physicians to obtain their patients' detailed HPI by having the staff select the appropriate Questionnaire and then have their patients securely complete, via the Internet, one or more HPI Questionnaires related to the patients' symptoms or problems.

YourOwnDoctor.com (www.yourowndoctor.com) is a Web community that provides individual web sites for registered physicians to promote the physician's practices and services offered, and provide a quick and convenient point of access for the physician's patients.

YourOwnHealth.com (www.yourownhealth.com) is a consumer health and wellness site that includes current medical news, medically reviewed reference materials, and more than 100 of PSI's most frequently used problem-specific medical questionnaires. It also features a personal health Notebook where consumers can securely store medical information about themselves.

OCGT is headquartered in New Rochelle, New York, and has a technical support office in Newport News, Virginia. NTHD is located in Temecula, California.

A Safe Harbor Statement:

The statements that are not historical facts contained in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and OCGT intends that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements include predictions, estimates and other statements that involve a number of risks and uncertainties any, or all, of which could cause actual results to differ materially from any future performance suggested herein. While this outlook represents OCGT’s current judgment on the future direction of the business, such risks and uncertainties may individually, or mutually, impact the matters herein described, including but not limited to product acceptance, economic, competitive, governmental, results of litigation, technological and/or other factors, which are outside the control of OCGT as well as those risks and uncertainties detailed in the Company’s Security and Exchange Commission filings.