ATC and Aurora jointly announce an agreement to merge with ATC to be the surviving corporation; the agreement is subject to certain conditions including, without limitation, approval of both ATC's and Aurora's stockholders; if consummated, the merger will result in an immediate approximate 83,450 net share increase in the number of ATC shares currently outstanding;.

NEW YORK--(BUSINESS WIRE)--Jan. 5, 1995--ATC and Aurora (which currently owns approximately 57% of the issued and outstanding shares of ATC) have each agreed, subject to certain conditions, including without limitation, approval of both ATC's and Aurora's stockholders, to merge Aurora into ATC with ATC as the surviving corporation.

ATC and Aurora are in the process of preparing an S-4 Registration Statement which is expected to be filed with the Securities and Exchange Commission next week. The Registration Statement will state that ATC and Aurora will each fix a record date for determination of Stockholders to be entitled to vote at their respective Special Meeting of Stockholders, which Special Meetings will be called to vote on the Merger and related proposals. The record date is expected to be not less than 30 days after the effective date of the S-4 Registration Statement. At the Aurora Special Meeting, its Stockholders will be asked to consider and vote upon (i) a proposal to merge Aurora with and into ATC with ATC as the surviving corporation and (ii) to authorize certain officers and directors of Aurora to vote the 3,258,000 shares of ATC's common stock owned by Aurora in favor of the Merger Agreement at ATC's Special Meeting of Stockholders. At the ATC Special Meeting, its Stockholders will be asked to consider and vote upon a proposal to merge Aurora with and into ATC with ATC as the surviving corporation. The exchange ratio to be presented at both Special Meetings will be that each outstanding 1.0 share of Aurora Common Stock will, at the effective time of the Merger as defined below, represent the right to receive .545 of a share (subject to possible adjustment as described below) of ATC Common Stock (other than shares in respect of which appraisal rights are perfected). Stockholders of ATC and Aurora will also have appraisal rights in accordance with the General Corporation Laws of the State of Delaware.

Approval of the Merger will require the affirmative vote of the holders of at least a majority of the issued and outstanding shares of each respective corporation. Certain officers and directors of ATC and/or Aurora and other persons who, in the aggregate, are the holders of approximately 49.9% of Aurora's issued and outstanding Common Stock have informally expressed their interest to vote for the Merger and for the authorization of certain officers and directors of Aurora to vote the shares of ATC Common Stock owned by Aurora at ATC's Special Meeting in favor of the Merger. Accordingly, Management of both ATC and Aurora expect that all proposals will pass at the Special Meetings.

ATC and Aurora each retained the services of an independent investment banker to assist the respective Board of Directors in establishing an exchange ratio for the proposed Merger. The exchange ratio of .545 of a share of ATC Common Stock for each 1.0 share of Aurora Common Stock was determined by the respective Board of Directors of ATC and Aurora by setting as the exchange ratio the mean between the two exchange ratios recommended by such investment bankers.

The Merger Agreement may be terminated by (i) the mutual consent of Aurora and ATC; (ii) the Board of Directors of either Aurora and ATC if the Merger is not consummated by September 30, 1995; and (iii) either Aurora or ATC if the other party breaches the Merger Agreement including, without limitation, issuing a material number of securities not contemplated by the Merger Agreement or entering into any transaction or a series of transactions that could have a material adverse effect as defined in the Merger Agreement. In the event that prior to Stockholder approval of the Merger proposal the Board of Directors of either ATC or Aurora believe that the other has caused to be issued a material number of securities not contemplated by the Merger Agreement or entered into any transaction or series of transactions that could have a material adverse effect as defined in the Merger Agreement, such Board may demand that new fairness opinions be obtained by both constituent corporations forthwith. If such new fairness opinions are obtained forthwith and the Board of Directors of both ATC and Aurora agree on a new (or the same) exchange ratio, the constituent corporations shall amend the terms of the Merger Agreement in lieu of termination as described above.

At the effective time of the Merger which is anticipated to occur upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, ATC, as a result of the Merger, expects its presently issued and outstanding shares of Common Stock to immediately increase by only approximately 83,450 shares. Although ATC expects to immediately issue approximately 3,341,450 shares at the effective time of the Merger, ATC will contemporaneously cancel the 3,258,000 shares of the ATC Common Stock owned by Aurora, as contemplated by the Merger Agreement. The following table and relating footnotes thereto provide a brief summary of ATC's outstanding securities both before and after the merger without giving effect to any capital changes that may take place between now and the effective time of the Merger, except for the issuance of the shares in connection with the Merger. -0-

Common Stock outstanding before Merger          5,721,691 shares (a)
Common Stock outstanding after Merger           5,805,143 shares (a)

(a) Does not include the following: (a) 570,620 shares reserved for issuance under outstanding Class C Common Stock Purchase Warrants; (b) 408,020 shares reserved for issuance under and outside existing Stock Option Plans; and (c) 604,950 shares to be reserved for issuance after the Merger under ATC Options/Warrants to be issued in exchange for outstanding Aurora Options/Warrants.

CONTACT: Morry F. Rubin

             President of ATC Environmental, Inc.
             and Aurora Environmental, Inc.
             212/352-8280