American Telecasting Watch

from SC 13D ~50 pages Agreement and Plan of Merger

from 8-A12G ~50 pages Exhibit 1 - Rights Agreement

from SC 13G/A 1 page Exhibit 1 Joint Filing Agreement This Will Confirm the Agreement by Mct Investors, L.P., Medcom Development Corporation and Donald R. Depriest (Collectively the "Reporting Persons") in Connection With That Certain Schedule 13g Amendment to Be Filed on or Before February 14, 1998 With Respect to the Class a Common Stock, Par Value $.01 (The "Common Stock"), of American Telecasting, Inc. (The "Company") Pertaining to the Beneficial Ownership by the Reporting Persons of Shares of Such Common Stock. the Undersigned Hereby Agree as Follows With Respect to Such Filing on Schedule 13g: (I) No Reporting Person Nor Any Affiliate of Any Reporting Person Makes Any Representation With Respect To, Nor Bears Any Responsibility For, Any of the Information Set Forth With Respect to Any Other "Person" for Whom or Which Information Is Included in Such Schedule 13g. (II) Subject to Paragraph (I) Above, the Undersigned Hereby Confirm the Agreement by and Among Each of Them That the Schedule 13g Is Being Filed on Behalf of Each of the Parties Named Below. Dated: February 8, 1999 Mct Investors, L.P. By: Medcom Development Corporation Its General Partner By: /S/ Donald R. Depriest Donald R. Depriest, Its President Medcom Development Corporation By: /S/ Donald R. Depriest Donald R. Depriest, Its President Donald R. Depriest /S/ Donald R. Depriest

from SC 13G/A 1 page Exhibit 1 Identification of Subsidiary Item 7. the "Subsidiary" Which Acquired the Security Being Reported Upon Is Mct Investors, L.P., a Delaware Limited Partnership. Medcom Development Corporation, a Delaware Corporation, Is the Sole General Partner of McT. Donald R. Depriest, a United States Citizen, Is the Chairman of the Board, President and Sole Stockholder of Medcom. This Statement Is Being Filed Pursuant to Rule 13d-1(c). <page>