Genesis Worldwide Announces Private Placement o...

FOR:  GENESIS WORLDWIDE INC.

TSX, AIM SYMBOL:  GWI

February 23, 2009

Genesis Worldwide Announces Private Placement of a $1,534,742 Cdn. Principal Amount Secured
Convertible Debenture and Appoints Directors

MISSISSAUGA, ONTARIO--(Marketwire - Feb. 23, 2009) - Genesis Worldwide Inc. ("Genesis" or the
"Company"), (TSX:GWI)(AIM:GWI), a leading provider of 'green' building technologies, announces the
closing today of the private placement to Codding Enterprises ("Codding"), a limited partnership
existing under the laws of the State of California, of a $1,534,742 Cdn. principal amount secured
convertible debenture (the "Debenture"). The Debenture matures on August 23, 2010 and bears simple
interest at the rate of 10% per annum and is convertible at the option of Codding into common shares
of Genesis at an initial conversion price of $0.242 Cdn., subject to standard anti-dilution
provisions. The Debenture is secured by a general security interest in all of the assets of Genesis
which ranks subsequent to the security interest previously granted by Genesis to its secured lender.
Following the issuance of the Debenture, on a partially-diluted basis, assuming only the conversion of
the Debenture, Codding beneficially owns 7,393,309 common shares of Genesis, representing
approximately 19.81% of the issued and outstanding shares of Genesis (on such partially-diluted
basis).

Genesis is pleased to announce that Bradley Baker and Richard Pope have been appointed to the Board of
Directors of Genesis. Mr. Baker has also been appointed Chairman of the Board.

Bradley Baker is the President and Chief Executive Officer of Codding Investments, Inc., a California
based investment holding company that owns and controls over two million square feet of commercial
real estate, a commercial construction company, and investments in green building products,
alternative energy and sustainable communities. Mr. Baker is the individual behind Sonoma Mountain
Village, an award winning environmentally-conscious redevelopment in Northern California. He is also
the co-founder and Chairman of American Biodiesel, Inc., a leading producer of high quality biodiesel
in the United States.

Richard Pope is the Chief Executive Officer of Codding Steel Frame Solutions. Mr. Pope brings over 20
years of experience in the construction and residential real estate industry. From 1971 to mid-2001,
Mr. Pope held various positions with the Taylor Woodrow Group of Companies, a large UK based
construction company. In mid-2001, Mr. Pope formed a new residential land development and homebuilding
company, St. James Properties, which focuses its core business on developing new home communities in
California. Mr. Pope is currently directing the design, entitlement, and implementation of the Sonoma
Mountain Village redevelopment. He studied civil engineering and technical design at West London
College, Northwood Technical College and Southall College of Building and Engineering. Mr. Pope is a
member of the Building Industry Association, the National Association of Homebuilders and the Sales
and Marketing Council.

"We are very pleased to welcome Mr. Baker and Mr. Pope to the Board. Both gentlemen bring to the Board
of Genesis a wealth of knowledge from a green construction perspective and we look forward to their
contributions to the Company," said Richard Black, a director of the Company.

The Company also announces that, John Gardner, a director of the Company, has resigned from the Board
of Directors in order to pursue other business interests.

Additional AIM Disclosure

The following additional information respecting Bradley Baker and Richard Pope is provided in
accordance with Rule 17 and Schedule 2(g) of the AIM Rules -

/T/

Full Name: Bradley Ewell Baker

Age: 43

Current Directorships/Partnerships:
     Codding Investments, Inc. (Director)
     Codding Construction (Director)
     Codding Enterprises (Limited Partner)
     Codding Steel Frame Solutions (Director)
     Codding Steel Frame Technologies, LLC (Member & Manager)
     American Biodiesel (Director)
     Air Ion Devices, Inc. (Director)
     Sonoma Mountain Business Cluster (Director)

Past Directorships/Partnerships: none in the last five years

Full Name: Richard Ernest Pope

Age: 63

Current Directorships/Partnerships:
     St. James Properties (Director & Partner)
     Codding Investments Inc. (Director)
     Codding Steel Frame Solutions (Director)
     Codding Steel Frame Technologies, LLC (Member & Chairman)
     Codding Construction (Director)

Past Directorships/Partnerships: none in the last five years

/T/

There are no other matters to be disclosed in relation to Rule 17 and Schedule 2(g) of the AIM Rules.

About Genesis Worldwide Inc.

Genesis is a leading provider of "green" building technology. Genesis offers licensees a turn-key
solution which includes software applications, industrial technologies, and a wide range of services.
The Genesis Solution encompasses engineered processes and materials that are environmentally
sustainable or "green". Genesis is headquartered in Mississauga, Ontario, Canada and has licensees in
the United States, Canada, Europe and the Middle East. For additional information about the Company,
visit www.genesisworldwide.com.

Caution Regarding Forward Looking Information

Certain statements in this press release which are not historical facts constitute forward-looking
statements or forward-looking information within the meaning of applicable securities laws ("forward-
looking statements") and are made pursuant to the "safe harbour" provisions of such laws. Statements
related to the Company's projected revenues, earnings, growth rates, performance, business prospects
and opportunities are forward-looking statements, as are any statements relating to future events,
conditions or circumstances. The use of terms such as "may", "will", "should", "plan", "believes",
"predict", "potential", "anticipate", "expect", "project", "target", "estimate", "continue" and
similar terms are intended to assist in identification of these forward-looking statements. These
statements are based on certain factors and assumptions including expected growth, results of
operations, performance and business prospects and opportunities. These assumptions, although
considered reasonable by the Company at the time of preparation, may prove to be incorrect.

Readers are cautioned not to place undue reliance upon any such forward-looking statements. Such
forward-looking statements are not promises or guarantees of future performance and involve both known
and unknown risks and uncertainties that may cause the actual results, performance or achievements of
the Company to differ materially from the results, performance, achievements or developments expressed
or implied by such forward-looking statements.

Many factors could cause the actual results of the Company to differ materially from the results,
performance, achievements or developments expressed or implied by such forward-looking statements,
including, without limitation, those factors discussed under the heading "Risk Factors" in the
Company's most recent Annual Information Form ("AIF"), a copy of which is available on SEDAR at
www.sedar.com. Forward-looking statements are based on management's current plans, estimates,
projections, beliefs and opinions, and the Company does not undertake any obligation to update forward-
looking statements should assumptions related to these plans, estimates, projections, beliefs and
opinions change.

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FOR FURTHER INFORMATION PLEASE CONTACT:

Genesis Worldwide Inc.
Catherine Smyth
Manager, Investor Relations
[phone], ext. 302
Website: www.genesisworldwide.com

OR

Canaccord Adams
Robert Finlay or Ryan Cohen
[phone]

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Genesis Worldwide Inc.