Grainger’s Orderzone.com and Works.com to Combine

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Grainger and Works.com also form strategic partnership

Chicago and Austin, Texas-- June 12, 2000 - Grainger (NYSE:GWW) and Works.com today announced that they have signed a definitive agreement to combine Grainger’s OrderZone.com, a leading B2B multi-supplier Internet marketplace, with Works.com, a leading Internet business purchasing service. The combination will provide small and midsize businesses with one of the most advanced online business purchasing services and e-marketplaces for indirect business products.

In addition to contributing the OrderZone business and assets, Grainger will invest an additional $21 million in Works.com and deliver the Works.com purchasing service and e-marketplace to 1.4 million small and midsize business customers through Grainger.com. For its contributions, Grainger will take a 40 percent equity stake in Works.com, which is subject to certain voting and transfer restrictions. Grainger Group President Donald E. Bielinski will hold one of seven seats on the Works.com board of directors. Works.com co-founder and CEO, Bo Holland, will continue as CEO, setting the strategic direction and managing day-to-day operations of the company. Offices will be located in both Austin, Texas and Chicago, Illinois, and the new company will retain the name Works.com.

The transaction has been approved by the boards of directors of Grainger and Works.com. It is subject to approval from Works.com shareholders, which is expected within 30 days, as well as regulatory approvals and customary closing conditions. Grainger and Works.com anticipate completing the transaction by September 30, 2000.

“We fully expect that the combined strengths of OrderZone.com and Works.com will generate growth and create outstanding new business opportunities in the B2B market space,” said Richard L. Keyser, Grainger’s chairman and chief executive officer. “Works.com will build critical mass more quickly in an environment where time to market is essential.”

Keyser added, “Our strategic relationship, which we are announcing separately today, provides a best-in-class online purchasing service and e-marketplace for small and midsize businesses. By forging this relationship, we have benefited customers from both Grainger.com and Works.com.”

“Our strategic partnership with Grainger allows us to provide our customers and our partners’ customers access to the most comprehensive online purchasing service and e-marketplace for small and midsize businesses, “ said Bo Holland, co-founder and CEO of Works.com. “This enhancement, along with the addition of OrderZone.com’s employees to our team, and our ability to allow other leading e-commerce sites to leverage our offerings for their customers, helps to solidify our position as the No. 1 purchasing service and e-marketplace for small and midsize businesses.”

OrderZone.com, launched in May 1999, was recently ranked among the top three B2B websites by Advertising Age’s Business Marketing and offers small and midsize companies the convenience of one-stop shopping. OrderZone.com further reduces procurement costs by offering one invoice from all suppliers. With a single search, customers can access products from Lab Safety Supply, Grainger Industrial Supply, Corporate Express, Cintas, VWR Scientific Products, Avnet Electronics, Fastenal and Motion Industries. For more information, visit www.orderzone.com

About Works.com (www.works.com)

Works.com is an Internet business purchasing service that automates the purchasing process and gives small and midsize companies volume purchasing power. With Works.com, companies can increase buying efficiency and control spending more effectively by automating and streamlining their purchase process - from purchase request and approval to ordering, tracking, and reporting. Works.com’s wholesale marketplace offers discounts and fast delivery on 30,000 business products, including computer software and hardware, business machines, cellular communication devices and services, office supplies, furniture and maintenance and janitorial supplies. And, Works.com cuts up to 30 percent off customers’ monthly supplies bill by combining customer purchasing power to secure even deeper volume discounts on hundreds of their “most-used” products. Headquartered in Austin, Texas, Works.com is funded by Bowman Capital, Hummer Winblad, Merrill Lynch, Presidio Venture Partners, and Trellis Partners. Bill Gurley of Benchmark Capital is a member of the Works.com board of directors.

About Grainger:

W.W. Grainger, Inc. (GWW), with 1999 sales of $4.5 billion, is the leading North American provider of maintenance, repair, and operating supplies and related information to businesses and institutions. Grainger shares are traded on the New York and Chicago stock exchanges. For more information, visit Grainger online at www.grainger.com.

This document contains statements that are not historical facts and are forward-looking. The forward-looking statements (generally identified by words or phrases indicating a projection or future expectation) are based on current expectations and beliefs of the managements of Grainger and Works.com. Some of them are subject to risks and uncertainties the outcome of which could result in actual future performance being materially different from the performance indicated. As concerns Grainger, the forward-looking statements should be read in conjunction with Grainger’s most recent annual report, as well as the Grainger’s Form 10-K and other reports filed with the Securities and Exchange Commission, containing a discussion of Grainger’s business and of various factors that may affect it.


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