Continental Choice Care, Inc. and TelaLink Network, Ltd. to Merge.

FLORHAM PARK--(BUSINESS WIRE)--Feb. 8, 1999--Continental Choice Care, Inc. ("Continental") (Nasdaq Small Cap Market: CCCI) and TelaLink Network Ltd., a privately held Delaware corporation ("TelaLink") today announced that they have signed a definitive Agreement and Plan of Merger ("Merger Agreement") to merge the two companies in a stock-for-stock transaction.

TelaLink is a telecommunications company which was formed for the purpose of acquiring, consolidating and operating rural telecommunications companies known as rural local exchange carriers ("RLECs"), primarily in three designated geographic regions in the southeast, midwest and mountain areas of the United States. TelaLink recently completed its first acquisition of an RLEC in West Virginia. The West Virginia company currently services approximately 1,540 access lines. TelaLink has identified additional potential RLEC acquisitions which TelaLink believes service approximately 60,000 access lines. The combined company's telecommunications efforts will be headed by Mr. Harry Bennett, TelaLink's Chairman and CEO, who will also become a member of senior management of Continental and is expected to become a member of Continental's board of directors. Mr. Bennett, a 25 year veteran of the telecommunications industry, was most recently an Executive Vice President of Local Services for AT&T.

Under the terms of the Merger Agreement, TelaLink will be merged into a wholly-owned subsidiary of Continental (the "Merger"). Holders of TelaLink common stock will receive an aggregate of up to 2,840,000 shares of Continental common stock, of which 1,540,000 shares will be issued into escrow and 260,000 will be subject to future issuance (the "contingent shares"). The shares held in escrow and the contingent shares are deliverable to TelaLink's shareholders upon the achievement of certain pre-determined financial benchmarks prior to December 31, 2000. In addition, Continental has agreed to issue up to 500,000 shares of Continental common stock to TelaLink affiliates upon the conversion of TelaLink's currently outstanding Series A Preferred Stock and Continental has agreed to reserve up to 500,000 shares of Continental common stock for issuance upon the exercise of stock options to be granted to Harry Bennett. In contemplation of the proposed merger, Continental will lend up to $1,250,000 to TelaLink and its affiliates, including an affiliated corporation. On the closing of the merger, Continental expects to purchase all of the outstanding shares of the affiliated corporation in exchange for an additional 150,000 shares of Continental's common stock.

In a joint statement issued by Steven L. Trenk, Continental's President and Harry Bennett, the executives stated, "The synergy afforded by this merger of financial and technical resources, facilities, and skills should position the combined company for the dynamic opportunities in the changing telecommunications environment."

The surviving corporate entity is expected to be headquartered in Morristown, New Jersey.

The closing of the transactions contemplated by the Merger Agreement is subject to various conditions, including without limitation, the approval of certain of the transactions by the shareholders of Continental and the shareholders of TelaLink, approval by applicable state public utility commissions, the absence of certain material changes in the financial condition of Continental and the financial and operating conditions of TelaLink and the continuing accuracy of certain representations and warranties contained in the Merger Agreement. The parties cannot give any assurance that they will meet the conditions to the closing or that the of the transactions contemplated by the Merger Agreement will otherwise be closed.or that TelaLink will be successful in negotiating or closing any or all of the potential RLEC acquisitions it has identified.

Currently headquartered in Florham Park, New Jersey, Continental was previously engaged in providing dialysis related equipment, services and supplies to individuals in their homes and other residential alternative sites in New Jersey and New York, including prisons and nursing homes. It also provided consulting and administrative services and supplies to New York healthcare entities, as well as acute care dialysis nursing services to hospitals. Additionally, Continental owned and operated a freestanding dialysis treatment center.

Except for historical information contained herein, this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks and uncertainties, which may cause Continental's actual results or outcomes to be materially different from those anticipated and discussed herein. The industry in which Continental proposes to operate is highly competitive and Continental's proposed business may be influenced by regulatory and other factors beyond its control. Readers are encouraged to review Continental's filings with the Securities and Exchange Commission in order to review the full text of agreements referred to herein and to carefully review all cautionary language contained in the filings.