First Telecom Corporation Negotiating Agreement

Business Wire, Jan 26, 1999

VANCOUVER, B.C.--(BUSINESS WIRE)--Jan. 26, 1999--First Telecom Corporation (VSE:FTL) wishes to announce that the Company is currently negotiating an agreement to acquire Vancouver Telephone Company Limited ("VANTELCO") and its Canadian subsidiaries VTC Canada and Enhanced Telecom Services Inc. ("ETS"), and its U.S. subsidiary Sattel Global Networks Inc.

Consolidated revenues for fiscal 1998 for VANTELCO are estimated to be over $17 million.

The general framework of this proposed transaction is for the Company to initially inject working capital into VANTELCO in two stages by way of a convertible debenture, followed later by second stage funding and a share exchange between the Company and all the shareholders of VANTELCO.

VANTELCO and its Canadian subsidiaries VTC Canada and ETS supply long distance service, local line access, internet access, travel cards (calling cards) and telecommunication equipment, business phone systems, prepaid telephone cards, Clearnet digital PCS phones, and presently have over 12,000 active customers with approximately 25,000 lines in service in British Columbia, with a further 3,000 active customers in the Metropolitan Toronto area (the Toronto office opened in January 1998).

VANTELCO's wholly-owned U.S. subsidiary, Sattel Global Networks Inc., is located in Chatsworth, California. Its main business is the design and manufacture of commercial satellite DAMA systems for high-end PTT (public telephone & telegraph) service providers. On April 15, 1998, Sattel Global Networks acquired the bulk assets of Sattel Technologies Inc. ("SATTEL"). SATTEL is focused exclusively on DAMA sales to PTT's in the growing foreign rural telecom market. During its first 12 years of operation SATTEL had approximately $150 million in total sales. SATTEL derives revenue through: 1) sale of DAMA system engineering and customization services to meet specific customer requirements, 2) sale of network control centers (NCC's), 3) sale of earth station equipment, primarily modems, and 4) after-sale customer support services. Item (3) represents the bulk of SATTEL's sales. With key customers planning to greatly expand their DAMA networks immediately, very significant sales growth potential is anticipated.

SATTEL was the first company in the world to re-use a satellite retrieved from space by the NASA space shuttle. Under a US$130 million prime contract from the Indonesian government, SATTEL refurbished and relaunched the Palapa B2-R satellite in May 1990 with the assistance of subcontractors that included Hughes Aircraft (refurbishment) and McDonnell Douglas (launch services).

SATTEL'S technology in network control centers and modems is the most advanced in the world. SATTEL has become the world leader in Single Channel per Carrier (SCPC) Demand Assignment Multiple Access (DAMA) systems for public telephone networks. SCPC-DAMA is widely recognized as the most cost effective and flexible telecommunications system for wide area thin-route traffic networks. Its use is rapidly expanding in third world countries. As a result, SATTEL's SCPC-DAMA satellite terminals cover the entire world, operating in over 400 cities in Asia, the Pacific, and Central America. SATTEL's customers include communications infrastructure contractors, public telephone & telegraph companies and other telecommunications carriers, producers and distributors of news and entertainment content, corporations and internet service providers (ISP's). A partial list of customers include major government owned public network service providers such as Telstra of Australia, the largest telephone company in the southern hemisphere, Perumtel Telkom of Indonesia, Guatel of Guatemala, to mention a few.

SATTEL's earth station installations for public and private networks around the world are located in over 20 countries including: Australia, China, C.I.S. (Moscow), the Cook Islands, Fiji, Guatemala, Indonesia, Kazahkstan, Kiribati, Marshall Islands, Nauru, New Zealand, Nigeria, Niue, the Philippines, Sakhalin Island, Syria, Taiwan, Tuvalu, U.S.A., and Western Samoa.

All the terms and conditions of this proposed transaction are subject to acceptance by the applicable regulatory authorities.

For further information please contact:
Christian Brule    tel: 604/602-7114
Director           fax: 604/602-7134
                   e-mail: cbrule@netcom.ca

FIRST TELECOM CORPORATION

Per: (signed) "Richard L. Liu" President

THE VANCOUVER STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.