February 4, 2000

Dear Stockholder:

     Telesoft Corp. is offering to purchase up to 2,300,000 shares of its common
stock at a price not greater than $7.50 nor less than $7.00 per share.  Telesoft
is conducting the offer through a procedure commonly referred to as a "Dutch
auction."  This procedure allows you to select the price within the specified
price range at which you are willing to sell all or a portion of your shares to
Telesoft. Alternatively, this procedure allows you to elect to sell all or a
portion of your shares to Telesoft at a price determined by the "Dutch auction"
process.

     Based upon the number of shares tendered and the prices specified by the
tendering stockholders, Telesoft will determine the single per share price
within that range that will allow it to buy 2,300,000 shares (or such lesser
number of shares that are properly tendered).  All of the shares that are
properly tendered at prices at or below that purchase price (and are not
withdrawn) will - subject to possible proration and provisions relating to the
tender of "odd lots" and conditional tenders - be purchased for cash at that
purchase price, net to the selling stockholder.  All other shares that have been
tendered and not purchased will be returned to the stockholder.

     If you do not wish to participate in the offer, you do not need to take any
action.

     The offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. If you wish to tender your shares, instructions on how to
tender shares are provided in the enclosed materials. I encourage you to read
these materials carefully before making any decision with respect to the offer.
Neither Telesoft nor its Board of Directors makes any recommendation to any
stockholder whether or not to tender any or all shares. As set forth in Section
10 of the Offer to Purchase, certain of the directors and executive officers of
Telesoft intend to tender shares pursuant to the offer.

     Please note that the offer is scheduled to expire at 12:00 Midnight, New
York City time, on Monday, March 6, 2000, unless extended by Telesoft.
Questions regarding the offer should be not be directed to Telesoft, but should
instead be directed to Beacon Hill Partners, Inc., 90 Broad Street, 20th Floor,
New York, New York 10004, Telephone: 800-755-5001 or 212-843-8500, e-mail:
tender@bhpweb.com.


                              Sincerely,



                              MICHAEL F. ZERBIB
                              President and Chief Executive Officer