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Heuristic Development Group Intends to Buy Autoskill

11 August 1998

Heuristic Development Group Announces Letter of Intent to Acquire Autoskill And Share Repurchase Program

    LOS ANGELES, Aug. 11 -- Heuristic Development Group, Inc.
("HDG") announced today that it has entered into a letter of
intent to acquire Autoskill, Inc., a national satellite auto parts locating
network.  Autoskill's network offers customers the ability to locate auto
parts by sending point to multi-point messages to other network subscribers
using Autoskill's proprietary software and satellite uplink facilities.  Based
on audited figures, in 1997 Autoskill generated EBITDA in excess of $660,000
on revenues of approximately $1,450,000.
    Under the proposed transaction, HDG would acquire Autoskill for $2.2
million in cash, 500,000 shares of HDG common stock, and three series of HDG
preferred stock, which could under certain circumstances be convertible into
an aggregate of 4,250,000 shares of HDG common stock.  The transaction is
expected to close in the fourth quarter of 1998, subject to the negotiation of
definitive agreements and the satisfaction of certain conditions, including
obtaining the approval of HDG's stockholders and an opinion from an investment
banking firm satisfactory to HDG that the transaction is fair to HDG's
stockholders.
    Upon consummation of the transaction, Jeffrey Rubin and one other person
selected by him would join existing HDG directors, Jonathan Seybold, Greg Zink
and Brian Wasserman, who would constitute the HDG Board.
    Greg Zink, HDG's Chief Executive Officer, said: "We believe that Autoskill
provides an outstanding opportunity for HDG to expand and develop other
software based multi-point interactive communications services.  Jeff Rubin is
a talented executive, and we look forward to him and his team growing the
Autoskill operation.  HDG intends to continue to seek to license software
based products for application to the health and fitness industry."
    Additionally, HDG announced that its Board of Directors has authorized a
program to repurchase up to 200,000 shares of its common stock.  HDG
anticipates that depending on market conditions, the shares may be acquired in
the open market or in privately negotiated transactions.
    Statements in this release which are not historical facts are "forward
looking" statements and "safe harbor statements" under the Private Securities
Litigation Reform Act of 1995 that involve risks and/or uncertainties,
including risks and/or uncertainties as described in HDG's filings with the
Securities and Exchange Commission.