AmTec to Acquire Terremark; Combined Company Expected To Have Liquid Assets Of $30 Million.

NEW YORK--(BUSINESS WIRE)--Nov. 9, 1999--

AmTec, Inc. (AMEX: ATC), an international telecommunications services company, today announced it signed a Letter of Intent to acquire Terremark Holdings, Inc. (Terremark), a privately held, full service real estate and development company based in Miami, Florida.

AmTec will be the surviving company and under the terms of the proposed acquisition, will acquire all existing Terremark assets, including real estate, development projects, management and construction contracts and brokerage operations. In addition, Terremark is providing AmTec with a collateralized bridge financing up to $1.5 million, to meet AmTec's capital requirements and working capital needs and Terremark is committed to providing the combined company with initial liquid assets of approximately $30 million from a third party affiliate of Terremark upon completion of the merger. The merger contemplated by the Letter of Intent is subject to satisfactory completion of due diligence, execution of a definitive agreement and approval of the Board of Directors and shareholders of AmTec.

"This transaction comes at a critical time for AmTec," said Joseph R. Wright, Jr., AmTec's Chairman and CEO. "During the past year, we have aggressively moved into high growth value-added telecommunications services, including international telecom and Internet businesses. In the past several months, AmTec formed a joint venture called 'IP.com' with Fusion Telecommunications International, Inc. (Fusion), a multi-national long distance carrier. IP.com recently started offering voice, data and Internet telephony between the U.S. and Mainland China. AmTec has also partnered with IXS.NET, a private Internet company, which is providing Internet Protocol fax and other transmission services in Europe, South America, U.S. and Asia. All of these businesses are expected to grow quickly and require expansion capital."

The $30 million in liquid assets will be invested in the combined company by entities associated with Mr. Francis Lee, one of the most successful businessmen in Southeast Asia. Mr. Lee has extensive holdings in timber plantations, real estate and other industries and has been associated with Terremark for over 15 years. Mr. Lee is of Chinese descent and has significant relationships and contacts in Southeast Asia. He is extremely interested in high tech industries and is anxious to use his status in the region and his resources to assist in the growth of AmTec's telecommunications and Internet businesses in China.

Wright continued, "The purpose of this merger is to give AmTec a stronger balance sheet, a more diversified business with immediate revenues, and the capability to fund and increase our new telecom and Internet businesses around the world."

Manuel D. Medina, Chairman and CEO of Terremark explained, "Terremark will bring capital and established operations, along with contracts and opportunities in Asia and South America. Conversely, AmTec has the telecommunications relationships to allow Terremark to expand it business to offer a full range of telecommunications services to its tenants." Terremark presently has 2,000,000 square feet under management, a number of development projects underway, and relationships with other real estate companies that it expects to use to service "captive" properties.

Terremark affiliates own approximately 9% of AmTec on a fully diluted basis and have an investment position in AmTec's joint venture partner, Fusion. In addition, Mr. Medina is a Director of Fusion.

The two companies are in the process of completing due diligence and preparing a definitive merger agreement, which will require AmTec Board and stockholder approval. The transaction is expected to close in the first quarter of 2000. If there is no definitive agreement by December 31 or no closing by July 1, 2000, AmTec will have to repay the bridge loans. Upon completion of the merger Terremark shareholders will own 40% of AmTec's common stock, affiliates of Mr. Lee will control 35% and existing AmTec shareholders will own 25% on a fully diluted basis.

Mr. Wright concluded by stating, "AmTec's recent expansion into international telecom and Internet businesses are working out very well for the company. Unlike China based cellular services, they do not rely as heavily on Chinese-Foreign Joint-Ventures. Originally, AmTec entered into an agreement with Hebei Province to finance and assist China UNICOM in the construction of cellular networks in the ten largest cities in Hebei Province. As is happening with all of these ventures, this agreement is in the process of being renegotiated and perhaps terminated. Hebei Province, AmTec's partner, is negotiating the settlement on behalf of AmTec and a possible substitute agreement with UNICOM. There is no certainty of getting either a substitute agreement or a settlement satisfactory to AmTec."

AmTec, Inc. is an international telecommunications service company that provides voice, data, and Internet telephony services through IP.com, a partnership with Fusion Telecommunications International; Inc.; provides business-to-business Internet services worldwide through IXS.NET, and holds joint venture telecom interests in the People's Republic of China.

Note: Forward-looking statements in this press release are necessarily subject to risks and uncertainties that may affect the accuracy of such statements. The forward-looking statements in this release address a variety of subjects including, for example, the expected date of closing of the merger and the potential benefits of the merger. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that Terremark's business will not be successfully integrated with AmTec's business; the successful completion of the merger; costs associated with the merger; the ability to obtain the approval of AmTec's stockholders; matters arising in connection with the parties' efforts to comply with applicable regulatory requirements relating to the transaction; risk associated with entering into new business segments; increased competition and technological changes in the businesses in which AmTec and Terremark compete; and any political instability in China, any delays in construction of networks, and market acceptance of and demand for the Company's products. For a discussion of certain of these risks, please refer to the Company's Form 10(K) filed with the Securities Exchange Commission for the fiscal year ending March 31, 1999. The Company undertakes no obligation to update such factors or to publicly announce the result of any revisions to the forward-looking statements contained herein.