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NDE ANNOUNCES REFINANCING, MANAGEMENT CHANGES AND OPERATIONAL RESULTS

NDE ANNOUNCES REFINANCING, MANAGEMENT CHANGES AND OPERATIONAL RESULTS
 TORRANCE, Calif., July 8 /PRNewswire/ -- NDE Environmental Corporation (NASDAQ: NDEC), a leading underground storage tank testing company, today announced a refinancing, management changes and results for 1991 and the first quarter of 1992.
 In June 1992, NDE Environmental Corporation, its preferred shareholders, Kaneb Services Inc., John Mastandrea, and investors led by Josephthal Lyon & Ross (JLR), managing underwriter of NDE's initial public offering, entered into a series of agreements clearing the way for JLR, Proactive Partners and Spears Benzak Salomon & Farrell to raise, on a best efforts basis, new refinancing of up to $2.5 million.
 The company has received $658,500 of the new financing, and expects that an additional $941,500 will be raised at the end of July. The company will defer the decision to go forward with the final portion ($900,000) of the financing until September, depending upon financial performance.
 If at least $1.6 million in new financing is received by the company and upon stockholder approval, the current preferred stock will be converted into approximately 5,000,000 shares of common stock; the bridge financing secured notes will be converted into a new series of preferred stock which, in turn, will be convertible into approximately 2,530,000 common shares; and the secured notes issued in the new financing will be converted into long-term secured notes and into another new series of preferred stock, which securities would be convertible into approximately 10,000,000 shares of common stock (assuming all $2.5 million in new financing is raised). In addition, the company has issued warrants to purchase up to 1,260,000 shares of common stock pursuant to the new financing and will issue warrants to purchase up to an additional 740,000 shares if the full amount of the new financing is raised.
 Assuming the full amount is raised, and assuming conversion of the convertible securities referred to above (but not exercise of the warrants), NDE's current common stockholders (having approximately 4,700,000 shares) would own approximately 21 percent of the company. If all outstanding warrants, options and rights were executed, the common shareholders' ownership would be 16 percent on a fully-diluted basis. If at least $1.6 million in new financing is not received by the company or if stockholder approval is not given, the short-term secured notes, currently in the principal amount of $2,300,000, will become due and payable.
 John Mastandrea, the company founder, has become a consultant, and is no longer the chief executive officer of the company. Mastandrea has entered into a one-year consulting agreement, with an associated non- competition pact. Mastandrea's multi-year employment agreement was resolved in a comprehensive settlement. Jay Chaffee, the company's president, was named the chief executive officer. Daniel Sharplin, a vice president of the company, has assumed the chief operating officer functions. Mastandrea has submitted his resignation as a director, which will be effective after further financing has been received by the company.
 The financing agreement entitles the investors of the new financing and the bridge financing to control four of the five company board seats. If $1.6 million is raised, there will be five directors and the new financing investors and the bridge financing investors will have the right to appoint four of them (two each). If $2.5 million is raised, there will be seven directors and the new financing investors and the bridge financing investors will have the right to appoint four and two of them, respectively. The JLR investors will have the right to raise a majority of the new financing and, accordingly, if the $2.5 million is raised, they will have the right to elect a majority of the company's board.
 As previously reported, the company recorded a loss of $10,707,524 on revenues of $6,075,633 for the year ended Dec. 31, 1991. In the first quarter of 1992, the reported loss was $1,231,943 on $1,421,495 revenues. This compares with a loss of $1,089,241 and revenues of $740,678 in the first quarter of 1991. Chaffee said, "The loss for the second quarter will be less than $600,000, and hopefully the company will continue to show significant improvement in the third and fourth quarter."
 NDE Environmental Corporation's patented VPLT System is an automated, electronic technology for detecting and measuring minute leaks in a wide range of underground storage tanks (UST) including those containing petroleum products or chemicals. In July 1991, the company began operating the NDE 1000 System which enables the company to test the entire UST and piping, regardless of the level of the liquid in the tank. The company provides UST services throughout the United States through its fleets of vehicles and technicians.
 -0- 7/8/92
 /CONTACT: Jay Chaffee of NDE, 310-542-4342, ext. 183/
 (NDEC) CO: NDE Environmental Corporation ST: California IN: SU: FNC PER


GK-KW -- NY048 -- 7452 07/08/92 13:42 EDT
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Date:Jul 8, 1992
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