RES International Inc. secures major investment

PRESS RELEASE

FEBRUARY 6, 1998 OTTAWA: RES International Inc. (the "Corporation") has entered into an agreement with Alpha Cell Technologies Inc. ("Alpha Cell") to purchase all rights in certain long term US treasury bills and strip bonds with a market value as at December 30, 1997 of US $20 M (converted at the exchange rate of 1: 1.4375 CDN to US dollars into CDN$28,750,000) held by Alpha Cell, in exchange for common shares of the Corporation. The shares to be issued to Alpha Cell will be valued at CDN$0.50 per share resulting in the issuance of 57,500,000 common shares of the Corporation. The shares will be immediately dividended to shareholders of Alpha Cell, none of whom will hold more than ten percent of the capital of the Corporation. Approximately CDN$2 M of the proceeds of the investment, if and when sold, will be used to continue current business operations and to settle outstanding trade obligations, approximately CDN$15 M for business expansion and the Corporation's R and D program, and approximately CDN$12 M to undertake new ventures.

A planned investment of US $5 M previously announced in September and relating to a product merger with ICTV has been dropped due to delays in funding.

The Corporation has been advised that the present holders of a convertible debenture have assigned their rights to a third party.

Furthermore, the Corporation proposes to eliminate approximately $433,000 of debt by way of issuing of common shares. The shares to be issued will be issued at a conversion rate of $0.05 per share, resulting in the issuance of 8,666,000 common shares of the Corporation.

The Corporation also proposes to carry forward with a $300,000 private placement to provide working capital. This will result in the issuance of 6,000,000 common shares of the Corporation.

All of these transactions, and specifically the share issuances, are subject to shareholder approval to be obtained at a shareholders' meeting to be held in Ottawa, Ontario in the last week of March, the completion of due diligence and legal formalities, and regulatory approval.

The Corporation is quoted on the Canadian Dealing Network (CDN, symbol RESZ), and is quoted on the US OTC Bulletin Board (symbol RSIIF). The current number of common shares of the Corporation is approximately 29,500,000.

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