BTG To Acquire Micros-To-Mainframes, Inc.

FAIRFAX, Va.--(BUSINESS WIRE)--Sept. 2, 1997--BTG, Inc. (BTGI: Nasdaq) announced that it has signed an agreement to acquire Micros-to-Mainframes, Inc. (MTMC:Nasdaq), a New York-based company that specializes in network integration for commercial enterprises.

Under the terms of the agreement, BTG will purchase all of MTM's stock for $25 million, approximately half in cash and half in BTG stock. The transaction is expected to be finalized before the end of the calendar year, subject to MTM stockholder and regulatory approvals.

Virginia-based BTG, one of the leading systems integrators to the federal government, reported $400 million in revenue for its 1997 fiscal year, which ended March 31, 1997. The company has over 1,600 employees working throughout the United States and overseas. Micros-to-Mainframes, which has 120 employees, reported $58 million in revenue for its fiscal year, which also ended March 31. MTM has technology laboratories, sales, training and service facilities in New York, New Jersey and Connecticut.

BTG President and CEO Dr. Edward H. Bersoff said he is very pleased with the agreement. "Micros-to-Mainframes is an important element in BTG's growth strategy. MTM's expertise in network integration complements BTG's capabilities in network design, operations and security, rounding out the portfolio of total technology solutions that we can offer to clients. In addition," Bersoff said, "we launched our private sector initiative in April of 1996. MTM can help expand that business with an impressive base of private sector clients to whom BTG can offer additional systems engineering services and products."

Howard A. Pavony, Chairman of the Board of MTM, said the transaction is "very positive and exciting for all the company's employees and stockholders. This allows us to accelerate our expansion plans and build upon the 11 years of success and growth we have enjoyed."

MTM President and CEO Steven H. Rothman said the agreement will be of great benefit to clients of both firms. "We can become a national technology solutions partner for clients in major vertical markets, from government and education to finance, health care and telecommunications, providing every networking need from design and security through installation and maintenance," Rothman said MTM will seek approval of the transaction from the company's stockholders.

MTM is a single-source provider and integrator of advanced technology products, including wide and local area networks, telecommunications solutions, and systems design consulting, maintenance and outsourcing services. Its clients include Chase Manhattan Bank, Nynex Mobile Communications, Home Box Office, ADT Security, and MCI International.

BTG specializes in systems engineering, integration and network systems, internet/intranet access and services, community networks, custom computer assembly, and the reselling of hardware, software and services. Additional information on BTG is available on the Internet at www.btg.com, by e-mail at [e-mail], or by calling 703/383-8000. (See following Safe Harbor Statement).

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: The statements contained in this release which are not historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks and uncertainties include the company's entry into new commercial businesses, dependence on continued funding of U.S. Government programs, government contract procurement and termination risks, and other risks described in the company's Securities and Exchange Commission filings.

CONTACT: BTG, Inc.

John Graham, Vice President, Corporate Affairs,

703/383-8147, [e-mail]

or

Theda Parrish, Communications,

703/383-8145

703/573-8135 (Home)

703/383-4070 (Fax)

[e-mail]