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                                Before the
                     Federal Communications Commission
                          Washington, D.C. 20554

In the Matter of
                                        )
S.V.V. SALES,  INC.                             )
                                        )
Application for authority, pursuant to  )       File No. ITC-98-011-TC
Section 214 of the Communications Act of)
1934, as amended, to transfer control of an     )
authorized international carrier.       )
                                        )
USTEL, INC.                             )
                                        )
Application for authority, pursuant to  )       File No. ITC-98-006-AL
Section 214 of the Communications Act of)
1934, as amended, to reassign its Section 214   )
authorization for provision of international    )
resale services.                        )


MEMORANDUM OPINION, ORDER  AND AUTHORIZATION


   Adopted:  February 27, 1998                                         Released:  March 2, 1998

By the Chief, Telecommunications Division:

              1.      S.V.V. Sales, Inc. d/b/a Arcada Communications (SVV) and UStel, Inc. (UStel),
pursuant to Section 214 of the Communications Act of 1934, as amended, submitted the above-captioned
applications requesting authority to assign UStel's Section 214 authorization to another entity to be called
UStel and to transfer control of SVV to the new UStel (UStel-new).  The applications were placed on
public notice on January 9, 1998.   No comments were received.

              2.      SVV, a Washington corporation, is authorized to provide resold international
communications services.    UStel, a Minnesota corporation, is also authorized to provide resold
international communications services.  UStel-new, a California corporation, does not now hold any
Section 214 authorizations.  USte1 plans to transfer its Section 214 authority to UStel-new, newly
incorporated in California.  The Minnesota corporation will cease to exist, and UStel-new will, in the
future,  be called UStel.  Pursuant to an agreement between UStel and the shareholders of SVV, SVV
will be merged with and into a subsidiary of UStel-new with SVV being the surviving entity.  All
outstanding shares of SVV will be converted into the right to receive shares of UStel common stock. 
SVV will become a wholly-owned subsidiary of UStel. 

              3.      Upon consideration of the application and in view of the foregoing, we conclude
that grant of the instant applications will  serve the public interest, convenience and necessity.

              4.      Accordingly, IT IS ORDERED that the applications of UStel and SVV, File Nos.
ITC-98-011-TC and ITC-98-006-AL ARE GRANTED, and:

              a.      the assignment of UStel's Section 214 authorization from UStel to UStel-new is
              authorized; and

              b.      the transfer of control of  SVV to UStel-new is authorized.

              5.      IT IS FURTHER ORDERED that all terms and conditions of any Commission
orders granting authority to UStel or SVV to provide common carrier services remain in effect.

              6.       This Order is issued under Section 0.261 of the Commission's Rules and is
effective upon adoption.  Petitions for reconsideration under Section 1.106 or applications for review
under Section 1.115 of the Commission's Rules may be filed within 30 days of the date of public notice
of this Order (see Section 1.4(b)(2)).

                      FEDERAL COMMUNICATIONS COMMISSION



                      Diane J. Cornell
                      Chief, Telecommunications Division
                      International Bureau