VERDIX CORPORATION ANNOUNCES LETTER OF INTENT TO COMBINE WITH RATIONAL

HERNDON, VIRGINIA, October 25, 1993 - Verdix Corporation (NASDAQ Symbol:
VRDX) announced today that it has signed a letter of intent with Rational,
a privately held California corporation that would result in a combination
of the two companies. Verdix is a leader in the market for compilers and
other software development tools. Rational is a leading provider of
object-oriented software development tools and technical services. Both
companies provide these services to the federal government and major
corporations worldwide.

The transaction would be structured as a tax-free merger, and would be
accounted for as a pooling of interests. Rational shareholders would
receive newly issued shares of Verdix common stock, totaling approximately
60 percent of the common shares outstanding upon completion of the
combination. After the combination, the new board of directors would
consist of five current Rational directors and three current Verdix
directors. The combination is subject to shareholder approval of both
companies, the receipt of fairness opinions from each company's financial
advisor, negotiation and execution of a definitive agreement, and certain
other conditions. Each company's shareholders are expected to vote on the
proposed combination in the first quarter of calendar year 1994.

"As a result of the combination of Verdix and Rational, customers would
benefit from the two companies' complementary Ada products and
technologies, and Rational's object-oriented software development tools,"
said Ralph E. Alexander, President of Verdix. "Following the combination,
the company would have the revenue base, financial strength, sales
channel, and technical depth to meet the needs of Fortune 500 corporations
that rely on software development technology for their competitive edge,"
said Paul D. Levy, President of Rational.

Verdix Corporation has headquarters in Herndon, Virginia and major
development facilities in Aloha, Oregon. For the three months ended in
June 30, 1993, Verdix revenues were $4.7 million with a net loss of
$68,000. Verdix revenues for the fiscal year ended March 31, 1993 were
$23.3 million with net income of $206,000 (including a $1.8 million charge
due to a discontinued operation).

Rational, based in Santa Clara, California, had revenue of $35.7 million
with net income of $617,000 for the first nine months of 1993. In its
fiscal year ended December 26, 1992, Rational revenues were $47.7 million,
with a net loss of $4.2 million (including a $2.5 million charge to
operating expenses relating to a plan to restructure its operations).

Verdix Corp
205 Van Buren St, Herndon, VA 22070
713-318-5800

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