Smart Employee Benefits Inc. ("SEB" or "Company") (TSX VENTURE:SEB) is a
technology company providing "business processes software solutions and
services" to corporate and government clients with specialty practices focused
on "managing group benefit solutions and health claims processing environments."
SEB has agreed via a Memorandum of Agreement ("MOA") to acquire Stroma Service
Consulting Inc. ("Stroma"). The acquisition will be completed through SEB's
wholly owned subsidiary, SOMOS Consulting Group Ltd. ("SOMOS") in Ottawa. The
transaction remains subject to final Board approval, regulatory approval and
completion of final due diligence processes. 


TRANSACTION TERMS:

The total value of the Stroma transaction is targeted at $1,500,000, subject to
final adjustments at the Time of Closing. Per the terms, Stroma shareholders
will receive the following:




1.  Cash: $700,000 
2.  Vendor Take Back ("VTB") - $300,000 paying interest at an annualized
    rate of 3% with annual principal repayments over a 3 year period. This
    VTB is convertible into SEB shares at $0.50, $0.60 and $0.70 in years
    one, two and three, respectively. 
3.  SEB Shares: $500,000 at $0.40 per SEB share with escrow terms over a
    period of 36 months. 
4.  1,000,000 common share purchase warrants exercisable over a period of 4
    years at $0.50, $0.55, $0.60 and $0.70, respectively, with escrow terms
    tied to retention. 



MANAGEMENT COMMENTS:

John McKimm, President and CEO of SEB states: "A key component of SEB's growth
strategy in 2013 is acquisitions. We continue to focus on acquisitions with
three objectives: (1) the acquisition of key client and vendor relationships in
both government and corporate sectors, (2) the acquisition of unique
technologies and expertise that enhance SEB's technology solutions and delivery
of services to select initiatives, particularly in healthcare, and (3)
expediting the path to consolidated profitability while expanding a strong base
of clients and sales to launch organic growth initiatives." 


Adam Jasek, EVP Acquisitions for SEB and President of SOMOS states: "Stroma's
deep ITIL experience and stellar references adds to our growing Canadian
presence, particularly in Ottawa and Toronto. This acquisition is in line with
our focus on deepening client relationships in government and healthcare. Stroma
has a history of profitability and brings unique expertise that adds to the
suite of solutions and services that enhance SEB's healthcare and SOMOS
technology offerings to corporate and government sectors. Stroma client
references significantly enhance the SEB group's ability to respond to business
opportunities."


Mark Sherry, CFO of Stroma states: "We have worked with John McKimm for almost
ten years on various joint ventures and sales opportunities. During the past
year, SOMOS and Stroma have participated successfully as joint venture partners
in several outsourcing initiatives, one in particular with Department of Health
in Ottawa. In addition, we are co-bidding on a number of other government
projects, including a major e-health initiative in Western Canada. John and Adam
know our business well and understand the unique expertise and references Stroma
brings to the SEB infrastructure. Joining forces with SOMOS and the SEB group of
companies will significantly enhance Stroma's ability to drive new business
opportunities."


ABOUT STROMA:

Stroma provides software, consulting, and training services as an IT Service
Management company. Stroma's client base is in both Canada and the US.
Significant clients include various Canadian health ministries along with other
government departments. Stroma has completed a number of successful healthcare
projects, has relevant security clearances, many valuable corporate and
government project references and key vendor arrangements with both corporate
and government clients. 


ABOUT SEB:

SEB is a technology company providing software, solutions and services
specializing in managing group benefit solutions and healthcare claims
processing environments for corporate and government clients. This is a $56.0
billion industry, of which over $33.0 billion relates to employee group benefit
plans and over $23.0 billion relates to other healthcare benefit claims (e.g.
workers compensation claims, travel benefits, various federal and provincial
government programs, dental associations, drug associations, etc.) In the
employee group benefits industry, SEB operates a licensed third party
administrator ("TPA") and insurance broker utilizing its software platform to
provide "totally hosted PCI compliant supply chain solutions" for managing the
complete group benefits business processes between insurers, clients, brokers,
consultants, technology service providers and healthcare service providers. In
healthcare claims processing, SEB also operates as a systems integrator
utilizing its technology platform together with other technologies to provide
customized solutions for highly specialized environments (e.g. travel claims,
etc.). The technology and expertise deployed in this healthcare area also allows
SEB to provide other related supply chain, systems integration and human
resource solutions and services to the same clients.


Forward-Looking Statements:

This news release is intended for information purposes only. Statements made in
this news release may contain "forward-looking" information about the company's
future business prospects. These statements while expressed in good faith and
believed to have a reasonable basis, are subject to risk and uncertainties that
could cause actual results to differ materially from those set forth or implied
by such forward-looking statements. Investors should consult a professional
advisor before making any investment decision.


For further information about SEB, please visit www.seb-inc.com. 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Smart Employee Benefits Inc.
John McKimm
Chief Executive Officer
(416) 460-2817
john.mckimm@seb-inc.com


Smart Employee Benefits Inc.
Shelly Frank
VP Marketing
(888) 939-8885 Ext 358
shelly.frank@seb-inc.com
www.seb-inc.com

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