EVANS ENVIRONMENTAL AND PLANTS

for Tomorrow announce a proposed assets purchase by Evans from Plants 
Business Editors  
MIAMI--(BUSINESS WIRE)--May 19, 1994--Evans Environmental Corp.  
("Evans") (NASDAQ:ECOS) and Plants for Tomorrow Inc. ("Plants") 
(NASDAQ:PFTI) announced Thursday that they have entered into an asset
purchase agreement pursuant to which Evans would acquire Plants' 
nurseries in Loxahatchee, Avon Park and Hardee, Fla.   
In the purchase are included inventory and the equipment used at 
the nurseries and on contract installations.  Evans also is 
purchasing the accounts receivable and is assuming certain specific 
accounts payable of Plants.  A subsidiary of Evans would also enter 
into a management agreement with Plants with respect to completing 
Plants' existing contract obligations.   
Evans would issue Plants 1,000 shares of convertible preferred 
stock, and an initial one-year warrant to purchase 250,000 shares of 
Evans' common stock at $2.10 per share.  The preferred stock will be 
mandatorily converted from a minimum of 100,000 to a maximum of 
300,000 shares of Evans' common stock, based on an agreed upon 
formula, upon the completion of certain of Plants' contractual 
obligations.   
Further, if the initial warrant is exercised in full within 
20 days after the registration of the underlying stock pursuant to 
federal and applicable state securities laws, an additional warrant 
to purchase 500,000 shares of Evans' common stock at $2.10 per share 
during the remainder of the first year after closing will be issued. 
Dr. Charles C. Evans, the chief executive officer of Evans, stated:
"The acquisition of these assets from Plants adds an important link 
in Evans' growing `Wetlands' practice.  Evans will handle all phases 
of our customers requirements with regard to the design, the growing,
to the installation and the maintenance and monitoring of native 
Plants as mandated by federal and state laws."   
Plants also would arrange for the purchase from Evans of 
$250,000 in face amount of two-year convertible debentures.  The 
proposed transaction is subject to various conditions.  The agreement 
envisions a closing by Aug. 16, 1994.   
Evans provides environmental testing, consulting and management 
services; operates environmental testing laboratories specializing in
soil, water and asbestos; and provides products and services to the 
cable television industry, including remote control units, fiber 
optic interface units and other cable television equipment.   
Plants' primary business operations consists of growing native 
and aquatic plants and providing plant seeds for revegetation of 
Wetlands and landscaping.  
 
 
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