BUGS Signs LOI for Merger/Capital Stock Exchange Agreement with Commerce Development Corp. Ltd.

Business Editors

CARLSBAD, Calif.--(BUSINESS WIRE)--Sept. 17, 2002

U.S. Microbics Inc. (OTCBB:BUGS) announced today that it has entered into a bilateral Letter Of Intent with Commerce Development Corp. Ltd. (CDCL) whereby BUGS will exchange its stock ownership in a newly-formed subsidiary in a tax-free exchange for 800,000 shares of the CDCL common stock.

Under the terms of the LOI, a portion of the shares retained would be distributed to BUGS shareholders on a future record date to be announced.

CDCL is a unique Business Developer and professional consulting services provider that delivers business solutions to its clients. These professional services are delivered by CDCL's experienced team of employees and business alliance partners. Most of CDCL's clients are pre-IPO companies that are seeking assistance in developing their business to the point where a realistic exit strategy of acquisition or initial public offering (IPO) can be achieved.

"The merger/capital stock exchange with CDCL would put additional assets on the consolidated books of BUGS and provide a valuable stock distribution to our shareholders," stated Robert C. Brehm, CEO. "This transaction is being coordinated through our financial services subsidiary, USM Capital Group, Inc. which is now providing an additional revenue stream for BUGS."

U.S. Microbics Inc. is an emerging global environmental company using conventional and biological technology to provide better, faster, cheaper and safer environmental cleanup solutions. For further information about U.S. Microbics, contact Robert Brehm by phone at 760/918-1860, ext. 102 or learn about the company by visiting the Web site at www.bugsatwork.com.

The information contained in this press release includes forward-looking statements. Forward-looking statements usually contain the words "estimate," "anticipate," "believe," "expect," or similar expressions that involve risks and uncertainties. These risks and uncertainties include the Company's status as a startup company with uncertain profitability, need for significant capital, uncertainty concerning market acceptance of its products, competition, limited service and manufacturing facilities, dependence on technological developments and protection of its intellectual property. The Company's actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences are discussed more fully in the "Risk Factors," "Management's Discussion and Analysis or Plan of Operation" and other sections of the Company's Form 10-KSB and other publicly available information regarding the Company on file with the Securities and Exchange Commission. The Company will provide you with copies of this information upon request.