Dawcin International signs letter of intent to purchase Air & Space America and spins off two divisions.

GARDEN CITY, N.Y.--(BUSINESS WIRE)--March 10, 1997--Dawcin International Corp. (OTC: DAWC) has recently signed a letter of intent with Air & Space America Inc. to purchase all of their assets for approximately $1,250,000 in cash, with Air & Space America retaining five percent ownership of its company.

This company owns the rights and patents to the 18A Heliplane, which is currently the only gyroplane licensed by the Federal Aviation Administration (FAA). The 18A Heliplane is one of the safest and most versatile aircraft currently in existence and is virtually crash proof. The aircraft is a helicopter/airplane hence, the name heliplane.

The primary advantages of the heliplane are that its purchase price is approximately 40% less expensive than a standard helicopter in its class. Furthermore, the heliplanes' operating costs are half the price of a comparable helicopter. While it can go as fast as other helicopters, it has the ability to cruise at low speeds, much below the capability of all known helicopters in its class.

Edward M. Carfero, president of Dawcin stated, "Dawcin's plan is to relocate much of Air & Space's operation to Long Island. Air & Space's flight training facility will remain in Kentucky, but all of the design, test and manufacturing functions will be moved to Long Island. Long Island has the facilities and a highly skilled work force who over the years have designed and built some of the greatest aircraft that ever flew."

Dawcin International Corp. is also announcing the sale of its wholly-owned subsidiary, Berwyn Holdings Inc., the service company for its bank credit card activities. Dawcin will retain the marketing activities in its Command America division. The transaction was made for approximately $1,750,000, in addition to 50% of the profits generated by Berwyn from existing Dawcin clientele, (banks and/or affinity/co-branded groups). The company was sold to Century Financial Services Inc., a Florida based credit card servicing company.

Dawcin International Corp. announces the spin-off of its mortgage banking division, First Equities Corp. The transaction resulted in a distribution of all First Equities shares originally issued for this transaction to be distributed on a quid-pro-quo basis to Dawcin shareholders as of Dec. 10, 1996. First Equities is planning to file a 15c2-11 to become a trading company. The shares issued to the Dawcin shareholders as a result of this transaction will be 144 shares.

William G. Lucas, chairman and CEO of Dawcin International announced that "The company is changing its direction, from a financial services company to a diversified niche market company that will seek to build a variety of companies until the companies can develop enough revenues and profitability to be spun-off as public entities of their own. The plan calls for a percentage of the shares of all spin-off companies to be issued directly to the Dawcin shareholders of record at the time of the transaction. In this way, the shareholders of Dawcin will participate in all of Dawcin's future transactions, therby developing a portfolio of shares in a number of companies at no additional cost."

Dawcin currently consists of four wholly-owned subsidiaries. They are Command America Corp., a marketing company; Capital One Corp, a merchant banking company; Integrated Systems International Inc. (ISI), a computer oriented high-tech consulting firm; and Franklin Credit and Leasing, a commercial brokerage firm.

CONTACT: Dawcin International Corp.

Investor Relations 

800/338-9199

or

Air & Space America Inc.

I. Donald Farrington

502/898-2403