Acquisition of Shares of Xentel DM Incorporated

Xentel DM Incorporated (TSX VENTURE:XDM) - 

SF FUND MANAGEMENT INC. ("SF"), SF FUND MANAGEMENT II INC. ("SF II") and SF FUND
MANAGEMENT III INC. ("SF III"), each in its capacity as the general partner of
the respective Ontario limited partnership noted below (collectively, the
"Acquirers"), hereby announce that they have entered into agreements to acquire
a total of 9,053,855 Class A common shares of XENTEL DM INCORPORATED ("XENTEL").


The shares to be acquired will comprise in the aggregate approximately 27.37% of
the outstanding Class A common shares of XENTEL which will be outstanding after
giving effect to XENTEL's issuance of shares in exchange for the outstanding
shares of RMG, as noted below.


3,928,053 of the acquired shares are to be issued to the undernoted Acquirers by
XENTEL in exchange for their sale to XENTEL of 47.5% of the outstanding shares
in the capital of The Responsive Marketing Group Inc. ("RMG"). RMG is a private
company all of the outstanding shares in the capital of which are to be acquired
by XENTEL in exchange for the issuance by it of 8,269,585 Class A common shares
(such acquisition is herein referred to as the "RMG Purchase"). The remaining
5,125,802 shares will be purchased by one of the Acquirers in a private
transaction from two related Sellers at the price 30 cents per share plus
reimbursement of certain of their legal expenses, the total of the amount of
such reimbursement and the purchase price of the shares not to exceed 32.2 cents
per share.


The shares will be acquired as follows:



Buyer                     Issuer/Seller  No. of Shares 
------  -------------------------------  ------------- 
SF                               XENTEL      1,964,027 
SF II                            XENTEL      1,964,026 
SF III  Two related XENTEL Shareholders      5,125,802 
                                                     



SF, SF II and SF III, and the limited partnerships of which they respectively
are the general partners, act jointly or in concert. Such limited partnerships,
and the number of shares to be acquired by each, are as follows:




General                                              No. of Shares To Be 
 Partner                   Limited Partnership                  Acquired 
----------    -------------------------------- ------------------------- 
SF             The SF Fund Limited Partnership                 1,910,016 
SF                    The Shotgun Fund Limited                           
                                Partnership II                    54,011 
SF II           SF Fund Limited Partnership II                 1,898,992 
SF II         SF Fund Limited Partnership II-B                    65,034 
SF III        Shotgun Fund Limited Partnership                           
                                           III                 5,125,802 
                                                                         



The address of each of the Acquirers is:

141 Adelaide Street West, Suite 760, Toronto, ON M5H 3L5, Canada.

The shares will be acquired for investment purposes. None of the reporting
persons intends to acquire any additional securities of XENTEL.


In connection with the acquisitions, a Shareholders' Agreement is to be entered
into among the Acquirers, the following three individuals and their respective
family holding companies as named below, and XENTEL. Such three individuals and
their family holding companies are: 




Michael Davis & 2062766 Ontario Inc.                                        
Michael Platz & All West Productions Ltd.                                   
DAVID A. WINOGRAD & D & W MANAGEMENT FUND LLC                               



Mr. Platz is the Chief Executive Officer and a director, and Mr. Winograd is the
President and a director, of XENTEL. Mr. Davis is the Chief Executive Officer of
RMG and will become a director and senior officer of XENTEL on completion of the
RMG Purchase. Mr. Davis' family holding company will be issued 3,928,053 Class A
common shares of XENTEL in exchange for its 47.5% of the outstanding shares of
RMG. The Acquirers understand that such three individuals and their family
holding companies will, upon completion of the RMG Purchase, own an aggregate of
14,221,596 Class A common shares of XENTEL, comprising approximately 43% of the
number of Class A common shares of XENTEL which will be outstanding.


By the Shareholders' Agreement, the contracting XENTEL shareholders who are
parties thereto (the "Contracting Shareholders") will therein agree to vote
their shares of XENTEL to elect as the directors of XENTEL three nominees of the
Acquirers, one nominee of each of the other respective Contracting Shareholders,
and a joint nominee of those other three Contracting Shareholders, for a total
of seven directors. The Shareholders' Agreement will provide for the ongoing
management of the operations of XENTEL under the direction of its board of
directors; for Michael Platz and Michael Davis are to be the co-chief executive
officers of XENTEL, for David Winograd to be its President; and for the
employment by XENTEL of Messrs. Davis, Platz and Winograd, and their
remuneration; and will contain non-competition and confidentiality covenants in
favour of XENTEL from each of the other parties to the Shareholders' Agreement.


Pursuant to the Shareholders' Agreement, the shareholders will deposit their
shares of XENTEL with a third party depository under an agreement which will
prohibit the release of their shares except as agreed by the depositing
shareholders.