dba Telecom signs binding agreement to acquire e-tel Corporation

dba Telecom expands next-generation telephony capabilities;

announces new president and CEO



Trading Symbol: DBA

Canadian Venture Exchange



Apr 23, 2001, 01:00 ET from dba Telecom Corporation

    NORTH VANCOUVER, BC, April 23 /PRNewswire/ - dba Telecom announced today
 that it has signed a binding agreement to acquire e-tel Corporation, a
 developer of voice-over-Internet protocol (VoIP) technology.
     The companies have been actively merging their operations since an
 agreement in principal was announced in March, and have been collaborating on
 next-generation products since last year. dba Telecom is currently selecting a
 financial institution to represent the company during its raising of $4.5
 million, to fund its expected rapid growth in the voice-over Internet protocol
 market.
     The acquisition of e-tel Corporation is subject to the approval of dba
 Telecom shareholders and the CDNX. Following approval and the subsequent
 closing, Matt Lukens, President and CEO of e-tel Corporation, will become
 President and CEO of dba Telecom. Garry Hines, dba Telecom's current President
 and CEO, will assume the role of Chief Operating Officer. In conjunction with
 the announcement, dba Telecom's Chief Financial Officer, Bob Nowell will be
 leaving to pursue other opportunities and the company is currently seeking a
 replacement.
 
     Additional Information
     dba Telecom has signed a binding agreement with e-tel Corporation and its
 shareholders to acquire all e-tel common shares in exchange for 48,190,539
 common shares of dba. dba Telecom will also issue 1,857,066 share purchase
 warrants to replace existing e-tel warrants, allowing e-tel shareholders to
 purchase one dba share at prices between $0.20 and $0.10 until April 30, 2003.
 1,636,496 warrants will allow the holder to purchase one dba share at $0.20
 per share, and 220,570 warrants allow the holder to purchase one dba share at
 $0.10 per share.
     dba Telecom will loan e-tel Corporation an aggregate of US$500,000 (of
 which US$290,000 has been advanced to date) at an interest rate of 10 per cent
 per annum. The loan and accrued interest may be converted into e-tel
 Corporation shares at US$5.07 per share until December 31, 2001. The agreement
 also provides that, upon closing, dba will assume certain liabilities of e-tel
 and that dba Telecom's board of directors will include 3 nominees of e-tel
 Corporation. Further changes to the board are expected to be recommended to
 shareholders at the next annual general meeting, slated for June 21.
     The obligations of dba Telecom are subject to the satisfaction or waiver
 of a number of conditions, including shareholder and regulatory approval
 before June 30, 2001. The obligations of e-tel are subject to dba Telecom
 completing the loans and CDNX approval.
 
     Known internationally as "The SmarTalk Company," dba Telecom designs,
 develops, and supplies a unique range of telecommunication solutions for the
 VoIP, Centrex, Computer Telephony and Communication Server markets. Founded in
 1979, dba Telecom has sales and support offices in Canada and the U.S. with
 engineering, marketing and administration located in Vancouver. The Company's
 shares are traded on the Canadian Venture Exchange under the symbol DBA.
 
     The CDNX has neither approved nor disapproved the information contained
 herein.
 
     The statements contained in this news release that are not historical
 facts are forward looking statements. Such statements are based on
 management's estimates, assumptions, and projections using available
 information. The Company cautions that actual financial results could differ
 materially from the current expectations for a number of factors.
 
 

SOURCE dba Telecom Corporation
    NORTH VANCOUVER, BC, April 23 /PRNewswire/ - dba Telecom announced today
 that it has signed a binding agreement to acquire e-tel Corporation, a
 developer of voice-over-Internet protocol (VoIP) technology.
     The companies have been actively merging their operations since an
 agreement in principal was announced in March, and have been collaborating on
 next-generation products since last year. dba Telecom is currently selecting a
 financial institution to represent the company during its raising of $4.5
 million, to fund its expected rapid growth in the voice-over Internet protocol
 market.
     The acquisition of e-tel Corporation is subject to the approval of dba
 Telecom shareholders and the CDNX. Following approval and the subsequent
 closing, Matt Lukens, President and CEO of e-tel Corporation, will become
 President and CEO of dba Telecom. Garry Hines, dba Telecom's current President
 and CEO, will assume the role of Chief Operating Officer. In conjunction with
 the announcement, dba Telecom's Chief Financial Officer, Bob Nowell will be
 leaving to pursue other opportunities and the company is currently seeking a
 replacement.
 
     Additional Information
     dba Telecom has signed a binding agreement with e-tel Corporation and its
 shareholders to acquire all e-tel common shares in exchange for 48,190,539
 common shares of dba. dba Telecom will also issue 1,857,066 share purchase
 warrants to replace existing e-tel warrants, allowing e-tel shareholders to
 purchase one dba share at prices between $0.20 and $0.10 until April 30, 2003.
 1,636,496 warrants will allow the holder to purchase one dba share at $0.20
 per share, and 220,570 warrants allow the holder to purchase one dba share at
 $0.10 per share.
     dba Telecom will loan e-tel Corporation an aggregate of US$500,000 (of
 which US$290,000 has been advanced to date) at an interest rate of 10 per cent
 per annum. The loan and accrued interest may be converted into e-tel
 Corporation shares at US$5.07 per share until December 31, 2001. The agreement
 also provides that, upon closing, dba will assume certain liabilities of e-tel
 and that dba Telecom's board of directors will include 3 nominees of e-tel
 Corporation. Further changes to the board are expected to be recommended to
 shareholders at the next annual general meeting, slated for June 21.
     The obligations of dba Telecom are subject to the satisfaction or waiver
 of a number of conditions, including shareholder and regulatory approval
 before June 30, 2001. The obligations of e-tel are subject to dba Telecom
 completing the loans and CDNX approval.
 
     Known internationally as "The SmarTalk Company," dba Telecom designs,
 develops, and supplies a unique range of telecommunication solutions for the
 VoIP, Centrex, Computer Telephony and Communication Server markets. Founded in
 1979, dba Telecom has sales and support offices in Canada and the U.S. with
 engineering, marketing and administration located in Vancouver. The Company's
 shares are traded on the Canadian Venture Exchange under the symbol DBA.
 
     The CDNX has neither approved nor disapproved the information contained
 herein.
 
     The statements contained in this news release that are not historical
 facts are forward looking statements. Such statements are based on
 management's estimates, assumptions, and projections using available
 information. The Company cautions that actual financial results could differ
 materially from the current expectations for a number of factors.
 
 SOURCE dba Telecom Corporation