Auxer Industries announces the signing of letters of intent with three software companies based in the United Kingdom.

WAYNE, N.J.--(BUSINESS WIRE)--Feb. 25, 1997--Auxer Industries Inc. (NASD Electronic Bulletin Board: AUXI) announced today the signing of three letters of intent representing the completion of a long series of discussions and negotiations for the acquisition of all the capital stock of three software companies based in the United Kingdom.

Auxer Industries is currently in final discussions with a fourth United Kingdom based software company which, if consummated, would complete the initial phase of a series of strategic acquisitions of companies involved in the development and marketing of sophisticated software products. Under the terms of the letters of intents, Auxer will pay approximately $1.6 million in cash and restricted shares its common stock the number of which would be based on performance of the companies subsequent to acquisition. Closing on the acquisitions is scheduled in the next 60 to 120 days.

The acquisition of these companies should immediately add approximately $5 million in revenues to Auxer with an expected net profit before taxes of approximately $500,000. Auxer has designed a marketing and sales plan to grow the group 3 to 4 times its current size by the end of 1998 with net profits margins before taxes of 20%. These agreements represent Auxer Industries entree into the software business. Although Auxer has traditionally acquired companies in the automotive products and industrial services businesses, the acquisition of these software companies is consistent with Auxer's overall strategy to acquire undervalued companies having strong product lines and proven sales track records. Additionally, Auxer enters the software arena with several additions to the board of directors and the management team representing a base of over 100 years of experience in the international and U.S. software markets.

Upon closing, these acquisitions should serve as the foundation for a revolutionary new software group offering a spectrum of management applications ranging from maintenance, project, program, CAD, asset and financial packages. Auxer plans to add other products to the group in the future. The group, Auxer Software UK, will offer multiple solutions and integrated packages to midsize companies traditionally only offered to large companies capitalizing on economies of scale, strength from critical mass, an international presence on both sides of the Atlantic and a solid world wide customer base. The industry has accepted Auxer's Software UK group concept with tremendous enthusiasm. Each of the target acquisitions owns cutting edge technologies which enjoy the status as the product of choice in each respective market. Auxer Industries intends to provide the group with over $3 million in financing and a firm presence for marketing and sales to effectively penetrate the international and U.S. markets which represent over $1 billion in market opportunity for the group. -0- Forward looking statements in this release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward looking statements involve risks and uncertainties, including, without limitation, completion of acquisitions, continued acceptance of the acquired companies' products, competition, new products and technological changes, intellectual property rights and other risks.

CONTACT: Auxer Industries, Inc.

201/890-1331