Bankruptcy News For:  July 3, 1996

  1. StarBase Corp. announces fiscal 1996 results of operations
  2. USTrails executes letter of intent with Foothill Capital Corp.

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StarBase Corp. announces fiscal 1996 results of operations


IRVINE, Calif. -- July 3, 1996 -- StarBase Corp.
        (NASDAQ Electronic Bulletin Board:SBAS) (VcSE:SBE), a development-
        stage company, Wednesday announced its results of operations for the
        fiscal year ending March 31, 1996.  

            The company reported that for the fiscal year ended March 31,
        1996, revenue was $991,000, compared with $3,535,000 in the prior
        year.  The net loss in fiscal 1996 was $5,893,000, or 81 cents per
        share, compared with a net loss of $7,720,000, or $1.53 per share,
        in fiscal 1995.  

            For the fourth quarter of fiscal 1996, the company reported
        revenue of $264,000 and a net loss of $1,282,000.  For the same
        period last year, revenue was $831,000 and the net loss was

            The results for the fiscal year reflect the company's
        reorganization that started in the spring of 1995, when StarBase
        decided to focus entirely on the development and marketing of
        software designed to increase team productivity, rather than
        individual programmer productivity.  As a result, the company's
        Consulting Division was discontinued.

            In fiscal 1995, the Division produced revenue of $2,576,000, but
        incurred a negative gross margin of $90,000.  

            In addition, sales of existing products were de-emphasized in
        anticipation of the introduction of StarTeam 1.0, the company's
        initial product in its Integrated Team Environment product line,
        which was released in January 1996.  The reorganization also
        included the addition of five new members to the board of directors
        and the appointment of a new chief operating officer and a new chief
        financial officer.  

            StarBase produces StarTeam, the Integrated Team Environment for
        software development.  Within StarTeam, all essential development
        tools come together for true functional integration in one easy-to-
        learn user interface.

            StarTeam runs on Windows 95 and Windows NT and supports all
        popular file-based programming environments including C++, Delphi,
        Visual Basic, JAVA and CGI.  StarBase also produces Roundtable, an
        enterprise-class software configuration management tool for Progress
        Software.  StarBase is located at 18872 MacArthur Blvd., Irvine,
        Calif. 92715, and its World Wide Web site can be accessed at" target=_new>">

                               StarBase Corp.
              Fiscal 1996 Summarized Financial Information

                (In thousands, except per-share amounts)
                                Three months         Fiscal Year
                                   Ended                Ended
                                  March 31,            March 31,
                                (unaudited)           (audited)
                              1996       1995      1996       1995
        Net revenue              $  264     $  831    $  991     $3,535
        Gross profit                259       (111)      285        687
        Net loss                 (1,282)    (3,146)   (5,893)    (7,720)
        Net loss per share       $(0.16)    $(0.59)   $(0.81)    $(1.53)
        Weighted average shares
         outstanding              7,829      5,298     7,244      5,044

CONTACT:  StarBase Corp.
                  Robert Leimena, 714/442-4416
                  714/442-4404 (fax)
                  Lawrence Gibson, 714/442-4542
                  714-442-4404 (fax)

USTrails executes letter of intent with Foothill Capital Corp.


DALLAS, TX -- July 3, 1996 -- USTrails Inc. (OTC:USTQ)
        announced today that it has executed a letter of intent with
        Foothill Capital Corporation ("Foothill Proposal") under which
        Foothill proposes to lead a $40 million senior secured credit
        facility for use in connection with the company's previously
        announced restructuring plan.  

            The company has approved the financial terms of the Foothill
        Proposal.  The Foothill Proposal is not a binding commitment to
        provide financing, which also requires the participation of an
        additional lender.  Foothill has advised that it is in the process
        of completing its diligence and expects to present the facility to
        its credit committee for approval early next week.  

            Receipt of such a financing on terms acceptable to the company
        is one of the conditions of the company's pending offer to purchase
        and private exchange offer for its existing 12 percent Secured Notes
        due 1998, and no assurance can be given that the proposed financing
        will be obtained.  

            As previously announced, USTrails has offered to purchase for
        $780 in cash, plus accrued interest, up to $20.1 million in
        principal amount of its Secured Notes and is offering to certain of
        its Secured Noteholders to exchange a combination of cash and debt
        and equity securities of the company, plus accrued interest, for the
        balance of the $101.5 million of outstanding Secured Notes.  

            If the restructuring is not consummated, the company may seek
        relief under the United States Bankruptcy Code.  

            USTrails, through its subsidiaries Thousand Trails, Inc. and
        National American Corporation (NACO), owns and operates a system of
        58 membership-based campgrounds, which is one of the largest private
        campground systems in the United States.  USTrails also manages
        timeshare facilities and owns certain real estate at eight full
        service resorts and provides a reciprocal use program for members of
        approximately 330 recreational facilities.  

CONTACT:  USTrails Inc., Dallas -
                  Harry J. White Jr., 214/243-2228 -
                  Bruce Spohler or Neil Wiesenberg, 212/885-4400