Franklin Capital Subsidiary Acquires Dial Communications

Business Editors   NEW YORK, N.Y.--(BUSINESS WIRE)--April 3, 2002--   Excelsior Radio Networks Acquires Dial Communications and Combines   With its Global Media Division to Form Leading National Radio Sales   Representation Company   Franklin Capital Corporation (AMEX:FKL), today announced that its  Excelsior Radio Networks ("Excelsior") subsidiary has acquired  substantially all of the assets of Dial Communications LLC ("Dial"),  an industry leading national radio sales representation company.   The Dial assets will be combined with Excelsior's Global Media  division to create an industry leading national radio sales  representation company with 2001 advertising sales revenues of almost  $50 million and a client roster of over forty independent radio  production companies. The combined businesses will operate under the  name Dial Communications-Global Media ("Dial-Global") and will be led  by the former Dial Communications principals Jeffrey Gasman, David  Landau and Ken Williams, who will serve as the company's  co-presidents. Mr. Landau will also serve as a member of Dial-Global's  board of directors.   The initial acquisition price consisted of cash and notes and the  acquisition agreement provides for additional consideration based upon  the attainment of certain revenue and earnings objectives in 2002 and  2003. The additional consideration will also be comprised of both cash  and notes, the latter convertible into shares of Franklin Capital  common stock at a premium of 115% to 120% of the average closing  prices of Franklin common stock during a specified pre and post  closing measurement period. Excelsior financed the initial cash  purchase price with loans that mature in one year from Change  Technology Partners and Sunshine II, LLC, both existing investors in  Excelsior.   Mr. Stephen L. Brown, Franklin's Chairman and CEO noted, "[t]he  Dial acquisition represents yet another step in our continuing  strategy to build a profitable operating company in the radio  syndication business and to create value for our shareholders. The  2001 pro-forma operating ebitda for Excelsior, with Dial, was  approximately $4.0 million in a depressed economic environment. We  intend to continue working with Excelsior's senior managers to improve  operating cash flows." Mr. Brown further noted that Franklin intends  to file its registration statement to begin the process of getting the  merger with Change Technology Partners (OTC BB:CTPI) approved thereby  completing Franklin's transition from a business development company  to an operating company.   Messrs. Gasman, Landau and Williams, stated, "we are very excited  about the opportunity to build a larger and more profitable company in  the network radio industry. Working with Franklin's management, we  believe we can grow Excelsior and create value for Franklin's  shareholders. In fact, we structured the deal in a manner that allows  us to share in Franklin's increased value that we anticipate will  result if we are successful."   Spencer L. Brown, Excelsior's Vice President and Franklin's Senior  Vice President noted, "When Franklin and its partners formed Excelsior  we stated our intent to create shareholder value in Excelsior through  acquisitions, joint ventures and internally generated efforts. The  Dial Communications acquisition represents a significant though not  final step in making good on that promise. We intend to remain  opportunistically aggressive and look forward to working with Messrs.  Gasman, Landau and Williams to create value for Franklin's  shareholders."   Certain statements contained in this press release including  without limitation, statements containing the words "believes",  "anticipates", "hopes", "intends", "expects", "will", "plans" and  other words of similar import, constitute forward looking statements  within the meaning of the Private Litigation Act of 1995. Such  statements involve known and unknown risks, uncertainties and other  factors, which may cause Company results to differ materially from  expectations. Such factors include the following: (1) technological,  engineering, manufacturing, quality control or other circumstances  which could delay the sale or shipment of the Company's products; (2)  economic, business, market and competitive industry conditions which  could affect the Company's business; and (3) the Company's inability  to protect its proprietary rights, operate without infringing upon the  proprietary rights of others and prevent others from infringing on the  proprietary rights of the Company.