ARI Completes Acquisition of Network Dynamics Incorporated; Combination Makes ARI the E-Commerce Market Leader in Outdoor Power.

MILWAUKEE--(BUSINESS WIRE)--May 14, 1999--

ARI Network Services, Inc. (NASDAQ/NMS:ARIS), a leading provider of Internet e-commerce services for manufacturers with shared service and distribution networks, today completed the acquisition of Network Dynamics Incorporated (NDI), a leading producer of electronic catalogs and electronic commerce software located in Williamsburg, VA. The transaction was first announced on April 22. ARI is now the market leader in business-to-business e-commerce in the outdoor power, floor maintenance and recreation vehicle industries. The transaction also strengthens its position in motorcycles, construction, material handling and farm equipment. In conjunction with the transaction, approximately 550,000 shares of ARI restricted common stock will be issued.

"ARI and NDI together serve the majority of the outdoor power manufacturers, distributors and dealers using e-commerce today," said Brian E. Dearing, chairman and chief executive officer of ARI. "Outdoor power customers of the combined companies include: Ariens/Gravely, Black & Decker, Briggs & Stratton, GardenWay/TroyBuilt, Hayter, Homelite, Honda, John Deere, Kohler, Lawn Boy, MTD, Simplicity, Snapper, Stihl, Tecumesh and Toro.

"Outdoor power is one of some three dozen manufactured equipment markets in which we see potential for our products and services," Dearing continued. "In each market we enter, our objective is to reach `critical mass', which we believe we have now achieved in outdoor power. A critical mass of manufacturers significantly accelerates the adoption of e-commerce by both dealers and manufacturers in markets with shared service and distribution channels."

Shae Murphy, founder and president of NDI, echoed Dearing's thoughts on the value of the combination. "Our technological leadership and our common vision of the way business-to-business e-commerce should be implemented on the Internet gives the combined company a definite competitive advantage in our target markets," said Murphy. In the combined organization, Murphy will be responsible for leading the development and implementation of ARI's overall technology architecture.

In discussing the combination, Dearing indicated that the strategic fit of ARI and NDI was exceptional. "Both ARI and NDI developed based on a similar strategy," Dearing said. "Pursuing manufactured equipment markets where multiple manufacturers share the same network of distributors, dealers and service points has been successful for both firms. And that's what we'll continue to do as a combined company. Furthermore, the synergies between the two businesses should enable us to continue to build our revenue base while improving profitability and cash flow."

Torrey Byles, president of Granada Research, a firm that specializes in the electronic catalog marketplace, has long indicated that the combination of e-commerce and electronic catalogs has tremendous potential. "The combination of electronic catalogs and e-commerce technologies will forever change the way business-to-business transactions are conducted and I expect that the combination of ARI and NDI will play a determining role in the technology. Network-based catalog services are the future of electronic product information services, a market that in North America alone I expect will grow from $650 million at the end of 1998 to over $1 billion in the year 2000."

Frederick P. Stratton, Jr., chairman and chief executive officer of Briggs & Stratton Corporation, a major supplier to the outdoor power industry, believes that a big beneficiary of the combined company will be the outdoor power industry itself. "These two organizations are technological leaders in e-commerce. Together, as a single source, they can provide the best, most efficient service to our entire industry," Stratton said.

At the end of 1998, NDI had annual sales of $2.75 million, of which $2.0 million was recurring. NDI focused on customers in the outdoor power, motorcycle, floor maintenance and farm equipment markets with software products and services including DataSmart and PartSmart for electronic catalog creation and viewing, WebSmart for catalog viewing on the Internet and NetSmart for e-commerce. NDI had approximately 10,000 dealers and 60 manufacturers in over 35 countries. The closely held company employed approximately 50 people.

The NDI acquisition is ARI's fourth since inaugurating its business development program in the winter of 1995. On November 4, 1996, ARI acquired cd\* IMG, Inc., based in Milwaukee, WI, a provider of electronic parts look-up software for equipment dealers. On September 30, 1997, ARI acquired Empart Technologies, Inc., a California based developer of software for publishing and viewing large, complex electronic catalogs. On September 15, 1998, ARI acquired POWERCOM-2000, a division of Briggs & Stratton, based in Colorado Springs, CO, which supplied e-commerce software and services to companies in the outdoor power, power tools and power sports industries. "To date, our business development program has been very successful: all three previous acquisitions have strengthened our strategic focus on e-commerce in the manufactured equipment markets, while providing product and financial synergy," stated Dearing. "We expect that the NDI acquisition will prove to be just as successful."

ARI Network Services, Inc. provides Internet e-commerce services for manufacturers with shared service and distribution networks. ARI currently serves the manufactured equipment, agribusiness, freight transportation and newspaper publishing industries. The Company's communications systems provide an electronic pathway for sales reports, product orders, warranty registrations and other transactions between manufacturers and their networks of sales and service points. ARI also builds and manages electronic commerce databases, including electronic parts catalogs and industry-common directories of products, companies and locations.

Statements in this news release include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. The forward-looking statements can generally be identified by words such as "believes," "anticipates," "expects" or words of similar meaning. Forward-looking statements also include statements relating to the Company's future performance, such as future prospects, market size and growth rates, revenues, profits and cash flows. The forward-looking statements are subject to risks and uncertainties, which may cause actual results to be materially different from any future performance suggested in the forward-looking statements. Such risks and uncertainties include those factors described under "Forward Looking Statements" in the Company's most recent annual report on Form 10-K or quarterly report on Form 10-Q filed with the Securities and Exchange Commission. The forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements.

NOTE TO EDITORS: In the company name cd\IMG, Inc. an asterisk appears between cd\ and IMG, Inc. This symbol may not appear properly in all systems.