| DWNS news. Jeff 
 Story Filed: Monday, May 03, 1999 1:10 PM EST
 
 and its Entrance to the Internet
 SALT LAKE CITY, May 3 /PRNewswire/ -- Downstream Incorporated (OTC Bulletin Board: DWNS) is pleased to announce that the field work for the audit of six separate, profitable, internet businesses to be acquired by Downstream has been completed and is currently in the review process.
 
 Once the audit is completed (which management anticipates will be early next week) the following events are planned to occur:
 
 1. Downstream will merge with Q-Seven Systems, Inc. and documents will be signed making the surviving company the sole and exclusive worldwide sales agent for one of the most sophisticated user management software systems available for the online entertainment industry.
 
 2. The principles of Q-Seven Systems, Inc. will become the officers and directors of the surviving company, and plan to become a leading force in the market for commercial online entertainment software.
 
 3. Downstream will change its name to Q-Seven Systems, Inc. (since Q-Seven is already a recognized brand name in Europe -- www.q-seven.com) and a trading symbol will be applied for more closely related to the company's new name.
 
 4. Ownership of the aforementioned internet businesses will be transferred to Q-Seven Systems, Inc. giving it the working capital to implement the company's plans.
 
 Q-Seven's software can be used to run various kinds of internet businesses. However, Q-Seven has chosen to focus its attention on the most lucrative fields therein -- online gambling, online shopping and adult entertainment -- which are the fastest growing industries on the net.
 
 Negotiations with Netbilling, Inc. are on hold until the above can be completed. However, it is hoped those negotiations can be resumed in the near future.
 
 The management of Downstream cautions readers not to place undue reliance on "forward-looking statements," which speak only as of the date made, when used in this press release, in filings with the SEC, in other public or stockholder communications, or in oral statements made with the approval of an authorized executive officer of the Company. Such statements are based on certain assumptions and expectations which may or may not actually occur and which involve various risks and uncertainties.
 
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