BELIZE CITY, Belize,  Nov. 10 /PRNewswire/ -- BHI Corporation
(Nasdaq: BHIKF) has agreed to buy a controlling interest in Aaxis Limited
(MSE: XIS) in a stock - for - stock transaction, valuing Aaxis' fully diluted
share capital at approximately US$88 million.
    Aaxis owns ISS International Service System, Inc. ("Systems"), which has
annual sales of approximately $800 million and is one of North America's
leading providers of outsourced facilities services. Systems principally
provides cleaning and building maintenance and support services to more than
10,000 accounts in commercial, institutional and industrial facilities through
its 40,000 employees operating from more than 100 locations throughout the US.
Aaxis acquired Systems from Denmark's ISS A/S (NYSE: ISS) the world's leading
provider of cleaning services, in January 1997.
    BHI has agreed to buy Mr. Michael A. Ashcroft's controlling interest in
Aaxis on the basis of one BHI share in exchange for each Aaxis share.  BHI has
also agreed to buy on the same basis the interests of Systems' management team
and a convertible noteholder in Aaxis (all of these interests representing
approximately 83% of Aaxis on a fully diluted basis).  Upon closing of the
transaction, there will be approximately 11 million BHI shares outstanding on
a fully diluted basis.  Closing of the transaction is subject to a number of
customary conditions, and is expected before BHI's fiscal year end of April
30, 1998.  BHI also intends to make an offer for the remaining minority
interests in Aaxis, which on the same terms would increase BHI's shares
outstanding to approximately 11.8 million.
    Mr. Ashcroft, who is also BHI's Chairman and controlling shareholder, was
Chairman and Chief Executive Officer of ADT Limited, the world's leading
electronic security services company, until mid 1997.  ADT fought off a
hostile takeover from Western Resources (NYSE: WR), following an abandoned
effort to merge with Mr. Wayne Huizenga's Republic Industries (NYSE: RII), and
subsequently completed the highly successful $6 billion merger with Tyco
International Ltd. (NYSE : TYC) in July 1997.  Mr. Ashcroft remains a director
and the largest individual shareholder of Tyco.
    Commenting, Mr. Ashcroft said: "The market for outsourced facilities
services in North America is growing and highly fragmented and offers good
opportunities for growth by acquisition in a manner similar to that achieved
with ADT in the services sector over the years.  This purchase is a change of
strategic direction for BHI and diversifies BHI into a significant US
operating company with considerable growth opportunities."
    Mr. Stephen J. Ruzika, previously ADT Limited's Chief Financial Officer
and President of ADT Security Services, Inc. has today become BHI's new Chief
Executive Officer.  Mr. Ruzika has been a colleague of Mr. Ashcroft for over
15 years and a director of BHI since 1991.  Both Mr. Ashcroft and Mr. Ruzika
have extensive experience in consolidating highly fragmented services
industries, including cleaning, janitorial, support and security services.
    Mr. Ashcroft added:  "I am delighted that Steve Ruzika, who was a key
member of the team that built ADT into a world class service business, will be
spearheading this new direction and consolidating the management team under
his leadership."
    The Systems management team - Mr. Eddie Turner, Chairman and Mr. Martin
O'Halloran, Chief Operating Officer - have worked in the facilities services
industry for over 27 and 22 years, respectively, and are fully supportive of
this transaction.  Mr. Allan Forrest will continue to run the existing BHI
operations.
    BHI will continue to review all options with regard to its Central
American holdings, which may include the divestment of certain of these
holdings in an orderly fashion in order to redeploy the funds into growth
opportunities in the consolidating facilities services business in North
America to enhance shareholder value.
    BHI expects that earnings per share for the 12 months following completion
of the transaction to acquire the 83% controlling interest in Aaxis will be in
the order of $3.00 per share.
    There will be a conference call with management on Tuesday, November 11,
at 10:30 am.  To participate in this call please call
1-800-275-3210 or if outside the United States 973-633-1010.

    FORWARD-LOOKING STATEMENT
    Certain statements in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995.  In particular, statements contained herein regarding expectations
with respect to future revenue and business expansion, are subject to known
and unknown risks, uncertainties and contingencies, many of which are beyond
the control of BHI, which may cause actual results, performance or
achievements to differ materially from anticipated results, including, among
others, overall economic and business conditions, the demand for BHI's
services, competitive factors, regulatory approvals and the uncertainty of
consummation of future acquisitions.  Additional factors which may affect
BHI's business and performance are set forth in BHI's filings with the
Securities and Exchange Commission.

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