Toggle Networks Letter of Intent to acquire securities of Toggle Networks, Inc. as Qualifying Transaction

Ceres Capital Corp. (the "Corporation" or "Ceres") (trading symbol "SRS.P" TSXV), a capital pool company, is pleased to announce that it has entered into a letter of intent (the "LOI") dated May 20, 2008 with certain of the majority shareholders of Toggle Networks, Inc., a private Alberta corporation, whereunder the parties have agreed to negotiate a definitive agreement relating to a proposed reverse takeover transaction (the "Transaction") pursuant to which Ceres will acquire all of the issued and outstanding securities of Toggle (the combined entity hereinafter referred to as the "Resulting Issuer"). The arm’s length Transaction will constitute Ceres’s "Qualifying Transaction" under the applicable policies of the TSX Venture Exchange (the "TSXV"). Pursuant to the Letter of Intent, the parties have agreed to the essential terms of the Transaction.

If the Transaction is completed, Ceres will issue 4,166,667 common shares to the Toggle shareholders having a deemed value of $0.18 per share, which implies an entity value for Toggle of approximately $750,000. Further, it is a condition of the Transaction that Ceres complete a private placement for gross proceeds of $750,000 (the "Ceres Private Placement") concurrent with the closing of the Transaction. The Ceres Private Placement will result in the issuance of an aggregate of 4,166,667 units (each a "Unit") at a price of $0.18 per Unit. Each Unit shall consist of one common share of Ceres and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant shall entitle the holder thereof to purchase one common share of Ceres at a price of $0.24 per share for two (2) years following the closing date of the Transaction. The proceeds from the Ceres Private Placement will be used to provide the Resulting Issuer with additional working capital. If the Transaction and the Ceres Private Placement are completed, Ceres will have 18,594,584 common shares issued and outstanding (on a non-diluted basis).

About Toggle

Toggle Networks, Inc. ("Toggle") provides data protection and hosting services to assist organizations with disaster recovery and business continuity solutions. Toggle is dedicated to protecting organizations from unforeseen interruptions by protecting computer data and improving availability of computer systems. It provides hosted services that meet the most demanding recovery time and recovery point objectives in the event of data loss or computer system failures.

Since 2002, Toggle has been providing solutions for hosting and protecting computer data for all sizes and types of organizations. Toggle serves small, medium and large organizations across Canada and into the United States of America, representing various industries including oil and gas, high tech, insurance, medical and paramedical, marketing, food services, distribution and retail.

Toggle’s services currently include continuous data backup, synchronous data mirroring, automatic server failover, high availability virtual server hosting, high density co-location, online monitoring, managed internet hosting and application development. Toggle delivers various hosted services to improve the availability, security and protection of computer data and applications. Toggle provides services targeted at SMB’s with technology and infrastructure that scales for Enterprises. Toggle has engineered its services to deliver solutions with flexible feature sets that adapt to the many diverse requirements of information driven organizations.

Toggle is well positioned in the data protection industry with strong technology and a service focused delivery model. With the growth of computer data storage and computer driven business systems across all industry sectors, every organization will need data and application protection solutions. With Toggle’s various services, it strives to become a significant player in the data protection and hosting industries.

Toggle’s principal executive offices are located at 201, 4321 - 23B Street N.E., Calgary, Alberta, T2E 7V9.

Summary of the Transaction

It is anticipated that the transaction will be structured as a share exchange, pursuant to which Ceres will acquire all of the issued and outstanding securities of Toggle in exchange for 4,166,667 common shares of Ceres. Accordingly, upon completion of the transaction, Toggle will be a wholly-owned subsidiary of Ceres and the former shareholders of Toggle will be shareholders of Ceres.

Concurrent with the closing of the Transaction, Ceres shall undertake the Ceres Private Placement for aggregate gross proceeds of up to $750,000, or such greater amount as may be required by the TSXV. It is a condition precedent to the Transaction that the Ceres Private Placement be completed. The Ceres Private Placement will result in the issuance of an aggregate of 4, 166,667 Units at a price of $0.18 per Unit. Each Unit shall consist of one common share of Ceres and one-half of one common Warrant. Each whole Warrant shall entitle the holder thereof to purchase one common share of Ceres at a price of $0.24 per share for two (2) years following the closing date of the Transaction. The proceeds from the Ceres Private Placement will be used to provide the Resulting Issuer with additional working capital.

Upon completion of the Transaction, Ceres will grant an aggregate of 1,005,000 stock options to purchase common shares in Ceres, having an exercise price of $0.20 per share, to the employees and officers of Toggle.

Financial Information Concerning Toggle

The following information is derived from Toggle’s management-prepared unaudited financial statements as at and for the six month period ended December 31, 2007 and the twelve month periods ended June 30, 2007 and June 30, 2006. Such information is subject to all other information contained in the relevant financial statements.

Six Months Ended December 31, 2007 (unaudited)

Twelve Months Ended June 30, 2007 (unaudited)

Twelve Months Ended June 30, 2006 (unaudited)

Revenues

344,443

321,025

441,836

Expenses, including cost of sales

548,326

620,548

413,974

Loss for the period

203,883

299,523

(27,862)

Loss per share (basic)

237.63

333.54

497.54

Total Assets

55,147

112,901

98,214

Current Assets

(6,508)

83,079

83,855

Current Liabilities

(17,367)

(36,035)

13,684

Long-term debt, excluding current portion⁽¹⁾

609,179

499,046

145,076

Share Capital

858

898

Deficit

(554,033)

(350,110)

(60,546)

Note:
(1) Completion of the Transaction is conditional upon an aggregate of $479,046 of the long term debt owed to shareholders being converted to equity (the “Shares for Debt Condition”), whereby the long term debt would be reduced to $130,133.

Management

The board of directors of Ceres currently consists of Bohdan Romaniuk, Dennis Nerland, Mario Mannella, Donald Verdonck, Dr. Peter Neweduk, Ronald Allen and Allan Laird. It is anticipated that Donald Verdonck, Dr. Peter Neweduk and Ronald Allen will resign from the Ceres board following the Transaction. Further, it is anticipated that Bohdan Romaniuk, Dennis Nerland, Allan Laird and Mario Mannella will remain on the board following the Transaction and that Ryan Chantler, the current President, Chief Executive Officer and Chief Technology Officer of Toggle, will also be appointed to the Ceres board of directors. None of the current directors or officers of Ceres are directors, officers or shareholders of Toggle and none of the directors, officers or shareholders of Toggle are directors or officers of Ceres.

Following the Transaction, it is anticipated that Mr. Romaniuk will resign as the President and Chief Executive Officer of Ceres and will be replaced by Mr. Chantler. Furthermore, it is expected that Mr. Ronald Allen will resign as the Chief Financial Officer of Ceres and will be replaced by a full-time Chief Financial Officer approved by both Ceres and Toggle prior to closing the Transaction.

The current directors and officers of Toggle are Ryan Chantler (President, Chief Executive Officer, Chief Technology Officer and Director) and Jae Chantler (Executive V.P. and Director). As a group, the directors and senior officers of Toggle own or control (directly or indirectly) 760 Toggle common shares representing approximately 69% of Toggle's outstanding securities (after completion of the Shares for Debt Transaction). Toggle currently has 6 shareholders. Upon completion of the Transaction, it is anticipated that the board of directors of Toggle will be changed so that the board of directors of Toggle is the same as the board of directors for Ceres. Eventually, it is expected that the name of Ceres will be changed to “Toggle Networks Inc.”.

Toggle has one controlling shareholder, being RMJJC Consulting Inc. (“RMJJC”). RMJJC, a private company, holds an aggregate of 760 Toggle class A common shares representing approximately 69% of Toggle's outstanding securities (after completion of the Shares for Debt Transaction). The issued and outstanding shares of RMJJC are held by Ryan Chantler (50%) and Jae Chantler (50%). RMJJC is expected to be an Insider of the resulting issuer.

The municipalities of residence and biographies of Toggle's directors and key officers are as follows:

Ryan Chantler – President, Chief Executive Office, Chief Technology Officer and Director (Calgary, Alberta)

Mr. Chantler co-founded Toggle Networks Inc. and is the acting Chief Technology Officer, President and Chief Executive Officer. Mr. Chanter is an entrepreneur and previously the founder, President and Chief Executive Officer of TrueSource Corporation. He is experienced with engineering, building and deploying advanced hosted software and computer systems. Mr. Chantler graduated from the British Columbia Institute of Technology and has 10 years of information technology development and management experience.

Jae Chantler – Executive V.P. and Director (Calgary, Alberta)

Mrs. Chantler co-founded Toggle Networks Inc. and is currently the Executive Vice President and former Chief Executive Officer. She oversees Toggle’s operations and external relations. Mrs. Chantler has a B. G. Sc from Athabasca University and the University of Calgary.

        (a) approval by the board of directors of both Ceres and Toggle;
        (b) approval by the Toggle shareholders;
        (c) satisfactory due diligence by both Ceres and Toggle;
        (d) completion of the Ceres Private Placement;
        (e) completion of the Shares for Debt Condition;
        (f) Toggle appointing a Chief Financial Officer (who will become the Chief Financial Officer of the Resulting Issuer) who is acceptable to Ceres and who has experience with Canadian GAAP and Canadian public reporting requirements;
        (g) negotiation and execution of a definitive agreement; and
        (h) regulatory approval.

Sponsorship

Ceres has not yet retained a sponsor in connection with the Transaction. Ceres will retain a sponsor to conduct due diligence on the Transaction and to deliver a sponsor report to the TSXV. Ceres will issue a further press release disclosing the name of the sponsor once a sponsor has been retained.

Trading in the common shares of the Corporation will remain halted until a sponsor has been retained and certain required documents have been provided to the TSXV.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

This new release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

For further information, contact Bohdan Romaniuk, President, Chief Executive Officer and Director of Ceres Capital Corp. at:

Telephone: (403) 813-8949