American Payment Systems Makes Strategic Investment.

Business Editors

HAMDEN, Conn.--(BUSINESS WIRE)--May 7, 2001

American Payment Systems (APS), the leading authorized walk-in payment agent network in the U. S. today announced the acquisition of a majority share of CellCards L.L.C. which is a dominant marketer of prepaid telecommunication products in check cashing locations nationwide. Under the terms of the agreement APS will acquire a controlling interest in CellCards and cross-market CellCards' financial services and prepaid products to current and prospective customers.

CellCards is one of the nation's largest retail distributors of prepaid cellular, long-distance and local dial tone. Owned by a group of check cashing retailers, CellCards has a national distribution network of about 2000 locations, which distribute their prepaid telecommunication products. The company sells prepaid cellular phones and air time for major carriers including AT&T, CellularOne, Cingular Wireless, PrimeCo, Voice Stream and Verizon

"We are delighted to be apart of APS and look forward to working with them to offer our customers a wider variety of bill payment services and other products offered by APS" said Michael Herold, President of CellCards, " We are also pleased to be able to benefit from APS' advanced technology infrastructure and national agent network."

Given the strength of its product offerings and its expanding retailer network, CellCards has emerged as the dominant marketer of prepaid telecommunication services in the check cashing industry. Corey Stone, Senior Vice President of Business Development for APS added, "We expect the U.S. prepaid telecommunication market to grow from $6.5 billion in 2000 to over $19 billion by 2004 and CellCards is on track to be a very major participant in this market. Combining APS' technology and national distribution channel with CellCards' prepaid telecommunication products was a winner for all and gets APS into a market segment that is growing at 15-20% per year."

APS's acquisition in the prepaid telephone industry supports the company's overall strategy of becoming a distribution network for financial services and related products used by "unbanked" and "underbanked" households. "Our market research indicates that individuals who pay their bills in person have a high likelihood of buying prepaid telecommunication products " said Paul Rocheleau, APS' president. "Nearly 80 percent of our bill payment agents offer some kind of phone card," Rocheleau added. "These products fit the needs of customers who are on tight budgets and need to control their phone usage and expenses."

Leveraging APS' Point of Sale Technology

Historically, prepaid telecommunication products have been shipped live by long distance and wireless carriers. This has meant high distribution costs to carriers and risks of theft and inventory obsolescence--as well as significant working capital investment--to retailers who carried such products.

"Our joining APS will accelerate our move to electronic activation at the point of sale" said CellCards' Herold. With point of sale activation, prepaid telecommunication cards can be printed on demand on blank cards, eliminating inventory costs and allowing for rapid adjustments in product pricing. "APS' experience in collecting bill payments electronically through retailers, along with their growing national footprint of over 6,000 bill payment locations, will be assets that we can leverage on Day One of our new relationship," Herold added.

About American Payment Systems

APS a non-regulated business unit of UIL Holdings Corporation (NYSE: UIL), is the nationwide leader in providing bill payment processing for customers who want the convenience of paying in-person. APS employs over 180 people and serves 120 client billers in 45 states through a network of over 6,000 retail locations- including leading supermarkets, pharmacies, convenience stores, and check cashing outlets. These agents collectively process over 85 million payments totaling $8.5 billion annually.

APS was founded in 1990 in New Haven CT by The United Illuminating Company, now a business unit of UIL Holdings, with the purpose of automating the walk-in bill payment process. Since then, APS has been an innovator in the industry and has introduced products that have improved bill payment processing and accuracy. QuickPay! a recent product announcement, allows APS agents to accept bill payments for hundreds of billers such as Sears, AT&T, ExxonMobil, Ameritech and The Gap. For more information, visit the APS web site at www.apsnet.com or call 203.407.4188.

About Cellcards of Illinois

CellCards was founded in 1998, by a small group of check cashiers in Chicago. The partners realized that the demographics of the customers utilized the services of a check cashier and the customers using prepaid telecommunication are one in the same. The group started carrying Cellular One-2-3's prepaid cellular program in our own locations, and soon began distributing product to other check cashiers in our area.

What started out as a small side business resulted in gross sales of over $14,000,000 in the first year. CellCards has now evolved into a national wholesaler of many prepaid telecommunications products including cellular, long distance, QuickPay!, and prepaid dial tone. Their philosophy is to offer a retailer a bundle of high quality products giving them the potential to sell multiple products to their customers. CellCards' success is a direct result of our ability to provide our retailers with a total package including marketing support, advertising, and the right product mix. For more information call 1-877-230-8300.