MOTORVAC TECHNOLOGIES INC, SC TO-I, EX-99.(A)(1)(I), 2000-08-03

MOTORVAC TECHNOLOGIES INC
SC TO-I, EX-99.(A)(1)(I), 2000-08-03
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT

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<PAGE> 1

EXHIBIT (a)(1)(i)
MOTORVAC TECHNOLOGIES, INC.

OFFER TO PURCHASE FOR CASH
UP TO 1,612,166 SHARES OF ITS
COMMON STOCK
AT $3.50 NET PER SHARE

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON FRIDAY, SEPTEMBER 15, 2000,
UNLESS THE OFFER IS EXTENDED.
------------------------

MotorVac Technologies, Inc., a Delaware corporation (the "Company"), is
offering to purchase up to 1,612,166 shares of common stock, $0.01 par value
(the "Shares"), at $3.50 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth herein and in the related Letter of
Transmittal (which together constitute the "Offer").

Erin Mills International Investment Corporation (the Company's majority
stockholder) and all of our continuing directors and executive officers will not
be tendering their shares in the Offer. See "Special Factors -- Section 3.
Purpose of the Offer; Certain Effects of the Offer; Plans of the Company After
the Offer."
------------------------

OUR OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
OUR OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE "THE
OFFER -- SECTION 5. CERTAIN CONDITIONS OF THE OFFER."
------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTION, PASSED
UPON THE FAIRNESS OR MERITS OF THE TRANSACTION OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

OUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER. HOWEVER, NEITHER
MOTORVAC NOR ANY OF ITS DIRECTORS OR EXECUTIVE OFFICERS MAKES ANY RECOMMENDATION
TO YOU AS TO WHETHER TO TENDER ALL OR ANY SHARES. YOU MUST MAKE YOUR OWN
DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
WE HAVE BEEN ADVISED THAT NO CONTINUING DIRECTOR OR EXECUTIVE OFFICER OF
MOTORVAC INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. SEE "SPECIAL
FACTORS -- SECTION 3. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER; PLANS
OF THE COMPANY AFTER THE OFFER."
------------------------

The Shares are currently listed and traded on the NASDAQ SmallCap Market
under the symbol "MVAC." On August 2, 2000, the last full trading day before
announcement of the Offer, the last reported sale price of the Shares was $2.81
per Share. Before the Offer period expires, the Company's shares may be delisted
by NASDAQ, which will make it more difficult to obtain price quotations for the
Shares. We urge you to obtain current market quotations for the Shares before
delisting occurs.

You may obtain additional copies of this Offer to Purchase, the Letter of
Transmittal and other tender offer materials from us at our expense. You may
direct questions and requests for assistance to us at our address and telephone
number set forth on the back cover of this Offer to Purchase. You may also
contact your local broker, dealer, bank, trust company or other nominee for
assistance concerning the Offer.
------------------------

The Date of this Offer to Purchase is August 3, 2000.
<PAGE> 2

IMPORTANT

If you wish to tender all or any portion of your Shares, you should either
(1) complete and sign the Letter of Transmittal or a photocopy thereof in
accordance with the instructions in the Letter of Transmittal, mail or deliver
it and any other required documents to the U.S. Stock Transfer Corporation (the
"Depositary"), and either mail or deliver the certificates for such Shares to
the Depositary or deliver such Shares pursuant to the procedure for book-entry
transfer set forth under "Book-Entry Transfer" in "The Offer -- Section 2.
Procedure for Tendering Shares" or (2) request your broker, dealer, bank, trust
company or nominee to effect the transaction for you. If your Shares are
registered in the name of a broker, dealer, bank, trust company or nominee, you
should contact such broker, dealer, bank, trust company or nominee if you desire
to tender your Shares. If you desire to tender Shares and your certificates for
such Shares cannot be delivered to the Depositary or you cannot comply with the
procedure for book-entry transfer in a timely manner, you should tender your
Shares by following the procedures for guaranteed delivery set forth under
"Guaranteed Delivery" in "The Offer -- Section 2. Procedure for Tendering
Shares."
------------------------

MOTORVAC HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON BEHALF
OF MOTORVAC AS TO WHETHER YOU SHOULD TENDER OR REFRAIN
FROM TENDERING YOUR SHARES PURSUANT TO THE OFFER. MOTORVAC HAS NOT AUTHORIZED
ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS DOCUMENT OR IN THE RELATED
LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY MOTORVAC.
<PAGE> 3

SUMMARY TERM SHEET

This summary highlights the important information from this Offer to
Purchase. To understand the offer fully and for a more complete description of
the terms of the offer, you should carefully read this entire Offer to Purchase
and Letter of Transmittal. We have included references to the sections of the
Offer to Purchase where a more complete description of the topics in this
summary are discussed.

WHO IS OFFERING TO PURCHASE MY SHARES?

- MotorVac Technologies, Inc. is offering to purchase your shares of MotorVac
common stock. See "Introduction."

WHAT IS THE CLASS AND AMOUNT OF SHARES SOUGHT IN THE OFFER?

- We are offering to purchase up to 1,612,166 shares of our common stock, or any
lesser number of shares that stockholders properly tender in the offer, that
are not owned by Erin Mills International Investment Corporation, which owns
60.8% of our common stock, or any of our continuing directors or executive
officers (collectively, the "Non-Tendering Stockholders"). See "Introduction"
and "Special Factors -- Section 3. Purpose of the Offer; Certain Effects of
the Offer; Plans of the Company After the Offer."

WHAT IS THE PURPOSE OF THE OFFER?

- We have decided that MotorVac and its stockholders are better served by "going
private." We have reached this decision because we have determined that being
a public company is too costly due to expenses associated with reporting
requirements under the federal securities laws and that it restricts our
ability to make appropriate long-term business decisions. We also believe that
the thinly traded market for our stock results in a market price that does not
adequately reflect the true value of the stock. See "Special Factors --
Section 3. Purpose of the Offer; Certain Effects of the Offer; Plans of the
Company After the Offer."

- We have, therefore, taken action to deregister our common stock under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") which is
permitted under the rules of the Exchange Act because we have less than 500
stockholders of record and have had less than $10,000,000 in total assets for
each of the last three fiscal years. Upon our filing of such certification
with the Securities and Exchange Commission (the "Commission"), our duty to
file reports with the Commission will be suspended immediately and our
deregistration will take effect 90 days thereafter. Shortly after we file our
certification with the Commission, NASDAQ will take steps to delist our stock
from the SmallCap Market. Our stock will no longer be publicly traded and may
only be listed on the "pink sheets", which are an over-the-counter quotation
system. As a result, you may find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, the stock. Our decision
to deregister is not contingent on the outcome of the tender offer, and we
will proceed with deregistration regardless of how many shares we purchase, if
any, in the tender offer. See "The Offer -- Section 10. Effects of the Offer
on the Market for Shares; Termination of Registration Under the Exchange Act."

- We are making this offer because we believe that our stockholders should have
an opportunity to realize a fair cash price prior to completion of the
Company's deregistration under the Exchange Act and delisting from the NASDAQ
SmallCap Market when public information about the Company and price quotations
for the Company's stock will become less readily available. Based on the last
reported sale price per share of $2.81, on August 2, 2000, the last full
trading day before we announced the offer, our offer price of $3.50 per share
represents a premium of 24.4%.

HOW MUCH AND WHEN WILL YOU PAY ME FOR MY SHARES AND IN WHAT FORM OF PAYMENT?
WILL I HAVE TO PAY ANY FEES OR COMMISSIONS?

- We will purchase all shares tendered at the price of $3.50 per share, net to
you in cash. See "Introduction" and "Special Factors -- Section 3. Purpose of
the Offer; Certain Effects of the Offer; Plans of the Company After the
Offer."

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<PAGE> 4

- We will pay for shares purchased in our offer as soon as practicable after the
expiration of the offer period. You will receive the purchase price, net in
cash, without interest. Under no circumstances will we pay interest on the
purchase price, even if payment is delayed. See "The Offer -- Section 4.
Acceptance for Payment of Shares and Payment of Purchase Price."

- If you are the record owner of your shares and you tender your shares to us in
the offer, you will not have to pay brokerage fees or commissions. If you own
your shares through a broker or other nominee, and your broker tenders your
shares on your behalf, your broker or nominee may charge you a fee for doing
so. You should consult with your broker or nominee to determine whether any
charges will apply. You may also have to pay stock transfer taxes in certain
circumstances. See "The Offer -- Section 4. Acceptance for Payment of Shares
and Payment of Purchase Price."

DO YOU HAVE THE FINANCIAL RESOURCES TO PAY ME FOR MY SHARES?

- We will need approximately $5,957,982 to purchase the maximum amount of shares
and to pay all of the expenses of the offer. We have obtained a commitment
from Comerica Bank -- California to provide $5,500,000 in the form of a
revolving commercial line for $2,000,000 and a term loan of up to $3,500,000,
to finance this offer. We are also prepared to use up to $457,982 of our cash
resources to pay for the purchase of shares and the related expenses pursuant
to the offer, if necessary. Our purchase of the maximum number of shares is
contingent upon our satisfying all the conditions of the commitment for
financing. See "The Offer -- Section 9. Source and Amount of Funds."

IS IT POSSIBLE THAT THE BANK WILL NOT LEND YOU THE FUNDS THAT ARE NECESSARY TO
COMPLETE THE OFFER?

- Yes, like most similar agreements with banks, there are conditions to the
bank's obligations to lend money to us. These conditions are discussed in "The
Offer -- Section 9. Source and Amount of Funds." However, we believe that we
already have or should be able to meet all of the conditions imposed by the
bank in its commitment to us.

IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION WHETHER TO TENDER IN THE
OFFER?

- If you decide to tender your shares, we do not believe that our financial
condition is relevant because:

(1) we are making the offer for shares solely for cash; and

(2) we will only be able to complete the offer if we satisfy all the
conditions of the bank's commitment to finance the offer.

- If you decide not to tender your shares, we believe that our financial
condition is a relevant factor to consider because we will have incurred a
significant amount of debt in order to complete the offer. For this reason,
summary financial information on both a historical and pro forma basis (as if
all 1,612,166 shares have been tendered) is included in this offer document
beginning on page 22. More comprehensive financial information is included in
the reports that we have filed with the Securities and Exchange Commission.
You can obtain copies of these reports in the manner described in "The
Offer -- Section 13. Miscellaneous."

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER MY SHARES IN THE OFFER?

- You may tender your shares until the tender offer expires. The offer will
expire on Friday, September 15, 2000, at 5:00 p.m., Eastern time. See "The
Offer -- Section 1. Number of Shares; Expiration Date." If you cannot deliver
everything necessary to make a valid tender by that time, you may be able to
use a guaranteed delivery procedure, which is described in "The
Offer -- Section 2. Procedure for Tendering Shares."

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CAN THE OFFER BE EXTENDED?

- We can extend the offer at any time, in our sole discretion.

- If we extend the offer, we may delay the acceptance of any shares that have
been tendered. See "The Offer -- Section 6. Extension of Tender Period;
Termination; Amendments."

HOW WILL I BE NOTIFIED IF YOU EXTEND THE TENDER OFFER?

- If we extend the offer, we will issue a press release no later than 9:00 a.m.
Eastern time on the first business day after the offer would have expired. See
"The Offer -- Section 6. Extension of Tender Period; Termination; Amendments."

WILL THE TENDER OFFER BE FOLLOWED BY ANOTHER MATERIAL TRANSACTION THAT COULD
AFFECT THE VALUE OF MY SHARES?

- The Company has no plans at the current time for any other material
transaction.

WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

- We are not required to complete the offer unless the conditions to the offer
are met. The most significant conditions are:

1. the receipt of adequate financing;

2. the absence of governmental or court action prohibiting the offer;

3. the absence of material adverse changes in general market conditions;

4. the absence of any third party proposals regarding a tender or exchange
offer, merger, business combination or other similar transaction
involving us; and

5. no material change in our business condition (financial or otherwise),
assets, income, operations, prospects or stock ownership.

- We do not expect any of these conditions to prevent us from completing the
offer. See "The Offer -- Section 5. Certain Conditions of the Offer."

HOW DO I TENDER MY SHARES?

- If you decide to tender your shares, then on or prior to the expiration date
you must do one of the following:

1. If you are a record holder (i.e., a stock certificate has been issued to
you), send your stock certificates and a properly completed and signed
Letter of Transmittal to the U.S. Stock Transfer Corporation, as the
Depositary, at the address appearing on the back cover of this document
or follow the procedures for book-entry transfer. See "The
Offer -- Section 2. Procedure for Tendering Shares."

2. If you are a record holder, but your stock certificates are not
immediately available for delivery to the Depositary, you may be able to
comply with the guaranteed delivery procedure described in "The
Offer -- Section 2. Procedures for Tendering Shares."

3. If the stock certificates are registered in the name of your broker or
other nominee, you should instruct your broker or other nominee to
tender the shares on your behalf by completing the form sent to you by
the nominee and returning the form to it; or contact your broker for
assistance. See the instructions to the Letter of Transmittal.

ONCE I HAVE TENDERED SHARES IN THE OFFER CAN I WITHDRAW MY TENDER?

- You may withdraw your tendered shares at any time before 5:00 p.m., Eastern
time, on Friday, September 15, 2000. If we extend the tender offer, you may
withdraw your shares at any time before 5:00 p.m., Eastern time, on that date.
See "The Offer -- Section 3. Withdrawal Rights."
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- In addition, if we have not already accepted your shares for payment, you may
withdraw shares you previously tendered after 12:00 midnight, Eastern time, on
Thursday, September 28, 2000. See "The Offer -- Section 3. Withdrawal Rights."

- If you tendered your shares by giving instructions to a broker or bank, you
must instruct the broker or bank to arrange for a withdrawal of your shares.

WHAT IS THE PROCEDURE FOR WITHDRAWING TENDERED SHARES?

- You may withdraw tendered shares any time before the offer expires by mailing
or faxing your notice of withdrawal to the Depositary if your shares are held
in your name or to your broker or bank if they are held in their name. In
general, for the notice to be effective, the Depositary must receive your
notice of withdrawal before the offer expires. See "The Offer -- Section 3.
Withdrawal Rights."

WHAT DOES YOUR BOARD OF DIRECTORS THINK OF THE OFFER?

- We asked an independent qualified valuation company, FMV Opinions, Inc.
("FMV") to consider the offer. FMV delivered an opinion to us that, subject to
the assumptions and considerations described in the opinion, the offer price
of $3.50 per share is fair, from a financial point of view, to tendering
stockholders. FMV's complete opinion is attached as an exhibit. We urge you to
read it. Our Board of Directors carefully considered the opinion and has
unanimously determined that the offer and the offer price are fair. See
"Special Factors -- Section 4. Fairness of the Offer."

- While the Board of Directors has approved the offer, it is not making any
recommendation as to whether or not you should tender your shares. You must
decide whether to tender your shares and, if so, how many shares to tender.

- We have been advised that none of our continuing directors or executive
officers intend to tender shares. See "Special Factors -- Section 3. Purpose
of the Offer; Certain Effects of the Offer; Plans of the Company After the
Offer."

WHAT IS THE RECENT MARKET PRICE OF MY SHARES?

- Our shares are currently quoted on the NASDAQ SmallCap Market under the symbol
"MVAC."

- On August 2, 2000, the last full trading day before the announcement of the
offer, the last reported sale price of the shares on the NASDAQ SmallCap
Market was $2.81. Before deciding whether to tender, you should obtain a
current market quotation for the shares.

- Shortly after we file our certification for deregistration with the
Commission, NASDAQ will take steps to delist us from the NASDAQ SmallCap
Market. Therefore, you may have a short period of time during which the shares
are still traded on NASDAQ while the tender offer is in effect. After that
time, you may find it more difficult to obtain an accurate quotation for your
shares.

WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF TENDERING SHARES?

- The receipt of cash for shares pursuant to the offer will be a taxable
transaction for United States federal income tax purposes and possibly for
state and local income tax purposes as well. In general, a stockholder who
sells shares pursuant to the offer will recognize gain or loss for United
States federal income tax purposes equal to the difference, if any, between
the amount of cash received and the stockholder's adjusted tax basis in the
shares sold pursuant to the offer. In general, capital gains recognized by an
individual will be subject to a maximum United States federal income tax rate
of 20% if the shares were held for more than one year, and if held for one
year or less, they will be subject to tax at ordinary income tax rates.
Because individual circumstances may differ, you should consult your tax
advisor to determine the particular tax effects to you. See "Special
Factors -- Section 8. Federal Income Tax Consequences."

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IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

- Our delisting from the NASDAQ SmallCap Market may make it more difficult to
dispose of your stock at a fair price or to get an accurate quotation for the
price of your stock. Moreover, depending upon how many stockholders tender
their shares, the number of our shares still held by the public will decrease,
making the stock even more illiquid. The increased illiquidity of your shares
may make a satisfactory future exit strategy less certain for you.

WHO CAN I TALK TO IF I HAVE QUESTIONS?

- For additional information or assistance, you may contact us at (714)
558-4822, Ext. 118.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SECTION
SUMMARY TERM SHEET.......................................... i
INTRODUCTION................................................ 1
SPECIAL FACTORS............................................. 2
1. Background............................................ 2
2. Recent Developments................................... 3
3. Purpose of the Offer; Certain Effects of the Offer;
Plans of the Company After the Offer................... 3
4. Fairness of the Offer................................. 5
5. Fairness Opinion...................................... 6
6. Transactions and Agreements Concerning the Shares and
Other Securities of the Company........................ 10
7. Security Ownership of Certain Beneficial Owners and
Management............................................. 11
8. Federal Income Tax Consequences....................... 12
THE OFFER................................................... 15
1. Number of Shares; Expiration Date..................... 15
2. Procedure for Tendering Shares........................ 15
3. Withdrawal Rights..................................... 17
4. Acceptance for Payment of Shares and Payment of
Purchase Price......................................... 18
5. Certain Conditions of the Offer....................... 18
6. Extension of Tender Period; Termination; Amendments... 20
7. Price Range of Shares; Dividends...................... 21
8. Certain Information Concerning the Company............ 21
9. Source and Amount of Funds............................ 26
10. Effects of the Offer on the Market for Shares;
Termination of Registration Under the Exchange Act.... 26
11. Certain Legal Matters; Regulatory Approvals; No
Appraisal Rights....................................... 27
12. Fees and Expenses; Persons Retained and Compensated... 27
13. Miscellaneous......................................... 28
Schedule I. Directors and Executive Officers......... 29
Exhibit A. Fairness Opinion.......................... 31
</TABLE>

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<PAGE> 9

To the Holders of Common Stock of MotorVac Technologies, Inc.:

INTRODUCTION

MotorVac Technologies, Inc., a Delaware corporation (the "Company"), is
offering to purchase up to 1,612,166 shares of common stock, par value $0.01 per
share (the "Shares"), at $3.50 per Share (the "Purchase Price"), net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth herein and in the related Letter of Transmittal (which together
constitute the "Offer").

Erin Mills International Investment Corporation (the Company's majority
stockholder) and the Company's continuing directors and executive officers (the
"Non-Tendering Stockholders") will not be tendering their shares in the Offer.
See "Special Factors -- Section 3. Purpose of the Offer; Certain Effects of the
Offer; Plans of the Company After the Offer."

As of July 31, 2000, the Company had issued and outstanding 4,558,016
shares. As of June 30, 2000, there were approximately 102 holders of record of
shares. The 1,612,166 Shares that the Company is offering to purchase represent
35.4% of the Company's outstanding shares of common stock and include 17,000
Shares that are issuable upon the exercise of options by stockholders other than
Non-Tendering Stockholders and an estimated 2,683 Shares to be issued pursuant
to the Company's Employee Stock Purchase Plan.

OUR OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. OUR OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE "THE
OFFER -- SECTION 5. CERTAIN CONDITIONS OF THE OFFER."

If you hold Shares in your own name and you tender your Shares directly to
the U.S. Stock Transfer Corporation (the "Depositary"), you will not be
obligated to pay brokerage commissions, solicitation fees or, subject to
Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase
of Shares by the Company. If you hold Shares through brokers or banks, you
should consult them to determine whether transaction costs are applicable if you
tender Shares through them and not directly to the Depositary. HOWEVER, IF YOU
FAIL TO COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 THAT IS INCLUDED IN THE LETTER
OF TRANSMITTAL, YOU MAY BE SUBJECT TO A REQUIRED FEDERAL INCOME TAX BACKUP
WITHHOLDING OF 31% OF THE GROSS PAYMENTS PAYABLE TO YOU PURSUANT TO THE OFFER.
SEE "THE OFFER -- SECTION 2. PROCEDURE FOR TENDERING SHARES."

FMV Opinions, Inc. ("FMV") has delivered a written opinion to the Board of
Directors (the "Board"), dated August 1, 2000, that, as of that date, the
consideration to be paid to stockholders who tender Shares pursuant to the Offer
is fair to them from a financial point of view. See "Special Factors -- Section
5. Fairness Opinion." The full text of the opinion is attached to this Offer to
Purchase as Exhibit A. You are urged to read the entire opinion carefully for
assumptions made, matters considered and limits of FMV's review.

The Shares are listed and traded on the NASDAQ SmallCap Market under the
symbol "MVAC." On August 2, 2000, the last full trading day prior to
announcement of the Offer, the closing per Share sales price as reported by
NASDAQ was $2.81 per Share. As explained in "Special Factors -- Section 3.
Purpose of the Offer; Certain Effects of the Offer; Plans of the Company After
the Offer," the Shares will be deregistered under the Securities Exchange Act of
1934, as amended (the "Exchange Act") 90 days after the Company files the
appropriate certification with the Securities and Exchange Commission (the
"Commission"). After

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<PAGE> 10

the filing of such certification, the Company will have no further obligation
pursuant to the federal securities laws to file financial information and as a
result, it may become more difficult to obtain information about the Company. In
addition, the Shares will be delisted from the NASDAQ SmallCap Market shortly
after the Company files such certification with the Commission. After that time,
it may be more difficult to obtain accurate market quotations for the Shares.
YOU ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES BEFORE
DELISTING OCCURS.

SPECIAL FACTORS

1. BACKGROUND.

Subsequent to informal discussions by the Board regarding strategies with
respect to enhancing stockholder value, Lee W. Melody, President of the Company,
and Ronald J. Monark, Chairman of the Board, met in June 1999 with financial and
legal advisors to discuss related issues and possible next steps. It was decided
at that meeting, after a discussion of alternatives, that the Company's
financial advisors should make a presentation of the issues to the full Board at
its regularly-scheduled meeting of August 12, 1999.

Based upon the discussions at the Board meeting held on August 12, 1999,
the Board decided informally to "test the waters" and to determine on a very
preliminary basis if a buyer could be found to purchase the Company at a price
that the Board would consider acceptable. The Board did not identify such a
price at that time. During the last five months of 1999, a number of informal
inquiries were made in this regard but nothing of substance materialized.

In December 1999, the Company's management was contacted on an unsolicited
basis by a small public company ("Other Interested Party") regarding a potential
acquisition of the Company. In February 2000, the Board determined that the
proposal for the acquisition was inadequate based on the valuation of the
Company at the time, the nature of the Other Interested Party's business and
doubt regarding the Other Interested Party's ability to secure the financing
necessary to complete the transaction.

The Board continued with its discussions of stockholder enhancement value
issues at the Board meeting in March of 2000. As it appeared that opportunities
for selling the Company in the near term would not be available on terms
acceptable to the Board, the Board decided informally to consider other options.
The Board recommended two parallel courses of action; the first being the
performance of preliminary analysis on the feasibility of going private by
deregistering the Company's common stock under the Exchange Act and
simultaneously being delisted from the NASDAQ SmallCap Market, and the second
being the performance of additional analysis to determine if selling the Company
at an acceptable price was a realistic option.

Regarding the second alternative, several investment banking firms were
contacted during April of 2000 for their assessment of selling the Company at an
acceptable price. Several bankers were consulted, but none indicated that a
buyer could be found for the Company at a price that the Board would consider
acceptable. With respect to these inquiries, the Board informally made the
assessment that the valuations indicated were too low and confirmed that the
only realistic remaining alternative in the near term with respect to enhancing
stockholder value was to pursue the course of going private.

In April of 2000, the Company contacted one of the now principals of
Andover Associates, L.L.C. ("Andover"), and asked for a proposal for the Board
to consider at its regularly-scheduled meeting in May of 2000. At the Board's
meeting on May 31, 2000, Andover provided a presentation of strategic
alternatives available to the Company with the objectives of enhancing
stockholder value. The Board authorized the Company's management to engage the
services of Andover to prepare a comprehensive plan that would include
deregistration under the Exchange Act and financing for the purchase of common
stock from stockholders who wished to sell their stock. The Board also
authorized management to engage the services of a valuation firm to provide a
fairness opinion with respect to the price to be offered stockholders who wished
to tender their stock for purchase by the Company. Pursuant to a letter
agreement dated June 5, 2000, the Company engaged the services of FMV to provide
the fairness opinion. On July 24, 2000, FMV issued a preliminary written opinion
that a purchase price of $3.50 per Share is fair to tendering stockholders from
a financial point of view.

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<PAGE> 11

At the Board's meeting on July 27, 2000, Andover made a presentation
regarding the status of the proposed tender offer and of the financing proposals
that were available to support it, and FMV made a presentation regarding its
written opinion with respect to the fairness of the price to be offered
stockholders who participate in the tender offer. After extensive discussion and
careful consideration of the proposed tender offer, the financing and the
fairness opinion, the Board unanimously decided to proceed with the Offer at a
price of $3.50 per Share and to effect the deregistration of the Company's
common stock under the Exchange Act. The Board approved the commitment by
Comerica Bank -- California to provide financing for the Offer in the amount of
$5,500,000. The Board also decided to replace all outstanding options of the
Company held by officers or employees that have a strike price above $3.50 per
share of common stock with incentive options having a strike price of $3.50 per
share and to reprice at $3.50 per share all outstanding options held by
directors that have a strike price above $3.50 per share. The Board also
authorized the issuance, upon completion of the Offer, to Company management of
options to purchase 200,000 shares of common stock and reserved options to
purchase an additional 100,000 shares of common stock for future issuance to
employees. On August 1, 2000, FMV issued a final written opinion that the price
of $3.50 per Share is fair to tendering stockholders from a financial point of
view.

2. RECENT DEVELOPMENTS.

The Company estimates sales of approximately $5,880,000 and approximately
$9,550,000 for the three month and six month periods respectively, ended June
30, 2000. These amounts will represent increases of approximately 39% and 16%
respectively when compared to the same periods in 1999.

The primary reason for the sales increase in the three month period ending
June 30, 2000, compared with the same period in 1999, was due to a special
promotional marketing program by the Company's largest customer. The Company
does not anticipate that promotional activities by this customer will result in
the same level of sales in the third or fourth quarters of 2000.

For the three month period ended June 30, 2000, the Company will report a
significant tax benefit for accounting purposes of approximately $3,381,000
resulting from the elimination of the full valuation allowance for deferred tax
assets as reported in the Company's annual report on Form 10-KSB for the year
ended December 31, 1999. The allowance was established to fully offset deferred
tax assets, principally net operating loss ("NOL") carryforward benefits from
taxable income, because of the Company's assessment that realization of such
benefits was unlikely. Concurrent with the elimination of the allowance and
recording of a tax benefit, a net deferred tax asset of approximately $3,000,000
will be established on the balance sheet. Taxable income in subsequent periods
will provide a tax provision at rates estimated at 40% of pre-tax income.
However, amounts of tax liability currently payable in cash will be
substantially reduced as the NOLs extinguish the deferred tax asset through
amortization. In future periods, the deferred tax asset will be adjusted for
changes in NOL carryforwards and other temporary differences between pre-tax
income and taxable income. The Company's management currently believes that
there is a significant probability that the NOLs will likely be realized from
future profitability of the Company.

It should be noted that these financial performance factors have been
considered with respect to the fairness opinion included herein. See "Special
Factors -- Section 5. Fairness Opinion."

3. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER; PLANS OF THE COMPANY
AFTER THE OFFER.

The purpose of the Offer is to allow those stockholders other than
Non-Tendering Stockholders desiring to receive cash for all or a portion of
their Shares at the present time an opportunity to do so at a premium over the
recent trading prices for the Shares. While the Board continues to believe that
the Shares represent an attractive investment for its continuing stockholders,
the Offer presents stockholders who may wish to receive an immediate cash
premium for their Shares with an opportunity to realize such premium by
tendering Shares in the Offer. In addition, the Offer provides stockholders who
are considering a sale of all or a portion of their Shares with the opportunity
to sell their Shares for cash, without the usual transaction costs associated
with market sales.

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<PAGE> 12

The Board has decided that stockholders' value in the Company will be
enhanced by taking the Company private. The Company estimates that it will save
approximately $300,000 a year in costs related to reporting and other
requirements that apply to companies whose stock is registered under the federal
securities laws and traded on NASDAQ. Additionally, the Company will be able to
reduce its annual administrative expenses in connection with servicing the
accounts of a reduced number of holders of the Shares. The Board also believes
that the Company's flexibility in terms of decision-making and the pursuit of
future strategic alternatives will be increased, since the obligation it has as
a public company to publicly report all such decisions and developments will be
eliminated. In addition, it will no longer be necessary to manage to quarterly
financial expectations.

Therefore, on August 3, 2000, the Company filed a certification with the
Commission that it meets the requirements of the Exchange Act for deregistration
under Section 12(g); namely that it has less than 500 stockholders of record and
has had less than $10,000,000 in total assets for each of the past three fiscal
years. Registration of the Shares will be terminated 90 days after the Company's
filing of the certification. Upon filing to deregister its Shares, the
information required to be furnished by the Company to stockholders will be
substantially reduced and certain provisions of the Exchange Act will no longer
be applicable in respect of the Shares. The Company will be delisted by NASDAQ
shortly after filing the certification with the Commission. After delisting by
NASDAQ, the Shares may only be quoted on the "Pink Sheets," an over-the-counter
quotation system. At that time, stockholders may find it even more difficult to
obtain accurate quotations for, or to dispose of, the stock.

Stockholders who determine not to accept the Offer will increase their
proportionate interest in the Company, subject to the Company's right to issue
additional shares and other equity securities in the future. However, such
stockholders may find it more difficult to dispose of their shares in a less
liquid market.

Contemporaneously with the Offer, the business and operations of the
Company will be continued by the Company substantially as they are currently
being conducted. The Company has no current plans or proposals which relate to
or would result in: (a) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company; (b) a purchase,
sale or transfer of a material amount of assets of the Company; (c) any material
change in the present dividend policy; (d) any other material change in the
Company's corporate structure or business; or (e) any change in the Company's
Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws
or any actions that may impede the acquisition of control of the Company by any
person.

Concurrent with the Offer, the Company's management will receive options to
purchase 200,000 shares of common stock with a strike price of $3.50, with
options to purchase an additional 100,000 shares of common stock to be set aside
for grants to current and future employees.

Grant Ferrier, one of the directors of the Company, has tendered his
resignation for personal reasons, effective as of August 31, 2000. The Board
voted to extend the period during which he may exercise his options to acquire
Company common stock, which are currently exercisable, for two years from the
effective date of his resignation. In addition, Mr. Ferrier was given until
September 30, 2000 to decide whether to sell his shares to the Company at $3.50
per share. Subsequent to the effectiveness of Mr. Ferrier's resignation, the
Board will consist of five directors, pursuant to the terms of the Shareholders'
Agreement. See "Special Factors -- Section 7. Security Ownership of Certain
Beneficial Owners and Management."

The transaction will result in a material change in the Company's
indebtedness as it will be borrowing approximately $5,500,000 in order to
finance the transaction and to pay associated costs and expenses. The Company
has obtained a commitment from Comerica Bank -- California to provide $5,500,000
in the form of a revolving commercial line for $2,000,000 and a term loan of up
to $3,500,000 to finance the Offer. The Company will also use up to $457,982 of
its cash in connection with the purchase of common stock and payment of expenses
associated with the Offer and will pledge a substantial portion of its remaining
cash in connection with the transaction. See "The Offer -- Section 9. Source and
Amount of Funds." In deciding to approve the Offer, the Board took into account
the expected financial impact of the Offer, including the

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<PAGE> 13

increased interest expense and financial and operating constraints associated
with the financing required to fund the Offer. The Company believes that its
cash, short-term investments and access to credit facilities following the
completion of the Offer, together with its anticipated cash flow from
operations, are adequate for its needs in the foreseeable future. See "Special
Factors -- Section 4. Fairness of the Offer."

The Company's purchase of Shares pursuant to the Offer will reduce the
number of holders of Shares and the number of Shares that might otherwise trade
publicly. Depending upon the number of Shares so purchased, the liquidity and
market value of the remaining Shares held by the public could be adversely
affected. The extent of the market for the Shares and the availability of
quotations will depend upon such factors as the number of stockholders remaining
at such time, the interest in maintaining a market in the Shares on the part of
securities firms, the termination of registration under the Exchange Act, as
described above, and other factors. All Shares purchased by the Company pursuant
to the Offer will be retired.

Following the expiration of the Offer, the Company may, in its sole
discretion, determine to purchase any remaining Shares through privately
negotiated transactions, open market purchases or otherwise, on such terms and
at such prices as the Company may determine from time to time, the terms of
which purchases or offers could differ from those of the Offer, except that the
Company will not make any such purchases of Shares until the expiration of at
least ten business days after the termination of the Offer pursuant to Rule
13e-4(f)(6) under the Exchange Act. Any possible future purchases of Shares by
the Company will depend on many factors, including the market price of the
Shares, the Company's business and financial position, alternative investment
opportunities available to the Company, the results of the Offer, and general
economic and market conditions.

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER. HOWEVER, NEITHER
THE COMPANY NOR ANY OF ITS DIRECTORS OR EXECUTIVE OFFICERS MAKES ANY
RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.
EACH STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER.

4. FAIRNESS OF THE OFFER.

The Board believes the Offer is fair to holders of Shares and the Board has
unanimously approved the transaction. In evaluating the Offer, the Board relied
upon its knowledge of the business, financial condition and prospects of the
Company as well as the advice of the Company's financial and legal advisors. In
making its determination regarding the fairness of the Offer, the Board
considered a number of factors, including the following:

(1) Current Business Strategy and Future Prospects. The Board considered
information provided by Company management as to the business, financial
conditions, results of operations, current business strategy and future
prospects of the Company, recent trends in the market in which the Company
operates, the Company's position in such market, the historical and recent
market prices for the Shares, potential new business initiatives and the
information provided by FMV in its assessment of the fairness of the Purchase
Price.

(2) Market Price and Premium. The Board considered the historical market
and recent trading activity of the Shares with an emphasis on the relationship
between the $3.50 per Share cash consideration and the trading history of the
Shares. In particular, the Board noted that the $3.50 per Share cash
consideration represents a premium of approximately 44% over the $2.44 per Share
closing price on the Nasdaq SmallCap Market on July 26, 2000, the last full
trading day before the Board met to determine the final terms of the Offer.

(3) FMV Fairness Opinion. The Board considered the financial analysis and
presentation of FMV, including FMV's analyses based on the Company's historical
market prices, public company comparables, transaction comparables, control
premiums paid for acquired companies and discounted cash flow analysis. The
Board also considered the preliminary written opinion of FMV delivered on July
24, 2000 to the effect that as of such date and based upon and subject to
certain matters stated in such opinion, the $3.50 Purchase

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<PAGE> 14

Price was fair, from a financial point of view, to tendering stockholders. A
COPY OF THE FAIRNESS OPINION IS ATTACHED TO THIS OFFER TO PURCHASE AND
INCORPORATED HEREIN BY REFERENCE. STOCKHOLDERS ARE ENCOURAGED TO READ THE
FAIRNESS OPINION IN ITS ENTIRETY.

(4) Transaction Structure. The Board evaluated the benefits of the
transaction being structured as an immediate cash tender offer, thereby enabling
stockholders other than Non-Tendering Stockholders the opportunity to obtain
cash for their Shares at the earliest possible time. In addition, the Board
considered the fact that the Offer provides stockholders with the opportunity to
dispose of Shares without the usual transaction costs associated with a market
sale.

(5) Financing; Receipt of Commitment. The Board considered the fact that
the Company had received a commitment from Comerica Bank -- California for the
necessary financing for the Offer and that the Board had an opportunity to
analyze the terms and conditions of that commitment.

(6) Alternatives to the Offer. The Board evaluated the possible
alternatives to the Offer, but decided that proceeding with the Offer while
simultaneously deregistering under the Exchange Act presented the best
opportunity to maximize stockholder value. As discussed in "Special Factors.
Section 1 -- Background," the Board had discussions in late 1999 and early 2000
with another company regarding a potential acquisition of the Company, but the
Board decided the other company's proposal was inadequate and nothing has
materialized as a result of those discussions.

A majority of the directors who are not employees of the Company have not
retained an unaffiliated representative to act solely on behalf of unaffiliated
stockholders for the purposes of negotiating the terms of the Offer. There is no
stockholder vote required in connection with the Offer. There are no appraisal
rights available to holders of Shares in connection with the Offer.

5. FAIRNESS OPINION.

As discussed above, the Board retained FMV to act as its financial advisor
with respect to assessing the fairness, from a financial point of view, of the
Purchase Price. On July 24, 2000, FMV delivered a preliminary written opinion to
the Company and on July 27, 2000, at a meeting of the Board, FMV orally
delivered its opinion to the Board, to the effect that, as of that date, and
based upon and subject to the various factors, assumptions and limitations set
forth in the opinion, the $3.50 Purchase Price is fair, from a financial point
of view, to tendering stockholders. FMV issued a final written opinion dated
August 1, 2000, to the effect that, as of that date, and based upon and subject
to the various factors, assumptions and limitations set forth in the opinion,
the $3.50 Purchase Price is fair, from a financial point of view, to tendering
stockholders.

THE FULL TEXT OF FMV'S WRITTEN OPINION IS ATTACHED AS EXHIBIT A TO THIS
OFFER TO PURCHASE AND IS INCORPORATED HEREIN BY REFERENCE. A COPY OF THE
FAIRNESS OPINION ALSO IS AVAILABLE FOR INSPECTION AND COPYING BY ANY HOLDER OF
SHARES OR ANY REPRESENTATIVE OF SUCH HOLDER WHO HAS BEEN SO DESIGNATED IN
WRITING, AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY DURING NORMAL
BUSINESS HOURS. STOCKHOLDERS ARE URGED TO, AND SHOULD, READ THE FAIRNESS OPINION
CAREFULLY IN ITS ENTIRETY FOR INFORMATION WITH RESPECT TO THE PROCEDURES
FOLLOWED, ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITS ON THE REVIEW
UNDERTAKEN BY FMV IN RENDERING ITS OPINION. THE FAIRNESS OPINION WAS FOR THE USE
AND BENEFIT OF THE BOARD AND ADDRESSES ONLY THE FAIRNESS, FROM A FINANCIAL POINT
OF VIEW, OF THE PURCHASE PRICE. IT DOES NOT EXPRESS ANY VIEW ON THE COMPANY'S
ABILITY TO OBTAIN FINANCING OR THE CAPITAL STRUCTURE OF THE COMPANY FOLLOWING
CONSUMMATION OF THE OFFER, NOR DOES IT ADDRESS THE MERITS OF THE UNDERLYING
DECISION BY THE COMPANY TO ENGAGE IN THE OFFER. THE FAIRNESS OPINION DOES NOT
CONSTITUTE A RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER THAT STOCKHOLDER
SHOULD TENDER ANY SHARES PURSUANT TO THIS OFFER TO PURCHASE. THE FOLLOWING
SUMMARY DOES NOT PURPORT TO BE A

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<PAGE> 15

COMPLETE DESCRIPTION OF THE ANALYSES PERFORMED BY FMV AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE FAIRNESS OPINION.

In preparing its opinion, FMV has, among other things:

1. reviewed the Company's annual reports on Form 10-KSB for the fiscal
years ended December 31, 1999, 1998, 1997 and 1996 including the
audited financial statements included therein, and the Company's
quarterly reports on Form 10-QSB for the fiscal quarters ended March
31, 1996 through 2000 including the unaudited financial statements
included therein;

2. reviewed certain internal financial and operating information for
activity occurring after March 31, 2000 relating to the Company,
prepared and furnished to FMV by the Company's management;

3. reviewed financial forecasts prepared by the Company's management,
updated as of June 9, 2000, for the Company for a five year period
ending December 31, 2004;

4. visited the Company's facilities in Santa Ana, California and, during
the course of these visits, inspected the operations of the Company;

5. participated in discussions with the Company's management concerning
the operations, business strategy, current financial performance and
prospects for the Company;

6. discussed with the Company's management its view of the strategic
rationale for the Offer;

7. reviewed the recent reported closing prices and trading activity for
MotorVac common stock;

8. compared certain aspects of the Company's financial performance with
public companies deemed comparable;

9. reviewed recent equity research analyst reports covering the Company;

10. discussed the terms of the Offer with the Company, and its respective
financial and legal advisors;

11. examined indications of costs of equity and weighted average cost of
invested capital derived from the publicly traded comparable companies,
modified for firm size and based upon the betas of the comparable
public companies, and data provided by Ibbotson's Associates for cost
of capital indications; and

12. conducted other financial studies, analyses and investigations as FMV
deemed appropriate for purposes of its opinion.

In preparing its opinion, FMV assumed and relied on the accuracy and
completeness of all information supplied or otherwise made available to it,
discussed with or reviewed by or for it, or publicly available, and did not
assume any responsibility for independently verifying that information nor did
it undertake an independent evaluation or appraisal of any of the Company's
assets or liabilities, nor was it furnished with any such evaluation or
appraisal. With respect to the financial forecast information furnished to or
discussed with FMV by the Company, FMV assumed that it had been reasonably
prepared and reflected the best currently available estimates and judgment of
the Company's management as to the Company's expected future financial
performance. The FMV opinion was necessarily based upon market, economic and
other conditions as they existed and could be evaluated on the information made
available to FMV as of August 1, 2000.

The Board did not place any limitation on the scope or methodology of the
analysis conducted by FMV. The following is a summary explanation of the various
sources of information and valuation methodologies employed by FMV in valuing
the Company in conjunction with rendering its fairness opinion. FMV employed
analyses based on: (1) public company comparables, (2) transaction comparables,
(3) discounted cash flow; (4) stock price performance and (5) control premium
analysis in order to determine the fairness of the Offer.

COMPARISON TO SELECTED PUBLICLY TRADED COMPANIES. As part of its analyses,
FMV compared certain financial information of the Company with that of a group
of seven publicly traded corporations engaged in

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<PAGE> 16

similar lines of business to the Company, or in lines of business which are
believed to be exposed to similar overall economic and business trends as the
Company. These seven corporations are:

1. Champion Parts, Inc.;

2. Edelbrock Corporation;

3. Hastings Manufacturing Company;

4. Snap-On Incorporated;

5. Standard Motor Products, Inc.;

6. U.S. Automotive Manufacturing, Inc.; and

7. Universal Automotive Industries, Inc.

FMV examined financial ratios and multiples (based on reported financial
information for the twelve months ended June 30, 2000, if available, and current
stock prices) for the Company and for the public corporations. The calculations
incorporated adjustments to the financial statements necessary to make the
Company's data more directly comparable to the public companies. FMV also
considered evidence on premiums to market prices paid in acquisitions of public
companies. The ratios examined included Total Invested Capital ("TIC," the total
value of equity and debt) to Earnings Before Interest, Taxes, Depreciation, and
Amortization ("EBITDA"), and Earnings Before Interest and Taxes ("EBIT"), and of
Price (value of equity) to Earnings (net income), Cash Flow (net income plus
depreciation and amortization), and Tangible Book Value. In analyzing the
multiples of the publicly traded corporations for total invested capital to EBIT
and EBITDA for the most recently reported four quarters, FMV adjusted the market
value of equity of each of the publicly traded corporations to include a premium
over trading prices that reflects the difference in the prices paid for equity
interests where a controlling interest is purchased.

FMV's analysis indicated that the Offer represents the following implied
multiples: TIC/EBITDA of 5.4; TIC/EBIT of 7.1; Price/Earnings of 9.1; Price/Cash
Flow of 6.1; and Price/Book Value of 2.3 after adjustments primarily for net
operating loss carryforwards, excess cash, and potential option exercises. The
publicly traded corporations traded at TIC/EBITDA ratios between 3.7 and 8.9,
with a median of 4.1, TIC/ EBIT ratios between 4.5 and 12.5, with a median of
7.6, Price/Earnings ratios between 6.3 and 14.6, with a median of 11.0,
Price/Cash Flow ratios between 3.2 and 8.6, with a median of 4.4, and Price/Book
Value ratios between 0.7 and 3.6, with a median of 1.9.

TRANSACTION COMPARABLE ANALYSIS. As part of its analyses, FMV considered
data on transactions involving the acquisition of companies in similar lines of
business to the Company. For each transaction for which data was available, FMV
examined financial ratios and multiples for the acquired companies based on
financial results for the most recently reported four quarters prior to the
acquisition. The multiples examined included: (i) acquisition price (value of
equity) to net income; (ii) acquisition price to cash flow; (iii) total invested
capital (acquisition price plus debt) to EBIT; and (iv) total invested capital
to EBITDA. The transactions that FMV reviewed included the acquisitions of:

1. Defiance, Inc. by General Chemical Group, Inc.;

2. Durakon Industries, Inc. by Littlejohn Acquisition Corporation;

3. Echlin Inc. by Dana Corporation;

4. Global Motorsport Group, Inc. by Stonington Partners, Inc.;

5. Walbro Corporation by TI Group PLC; and

6. Wynn's International, Inc. by Parker Hannifin Corporation

The calculations for the transactions yielded a range of multiples of
acquisition price to net income of 11.8 to 15.2 with a median of 12.7; a range
of multiples of acquisition price to cash flow of 4.1 to 15.8, with a median of
7.1; a range of multiples of TIC to EBIT of 7.7 to 16.5, with a median of 10.7;
and, a range of

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<PAGE> 17

multiples of TIC to EBITDA of 4.9 to 11.4 with a median of 6.4. FMV did not
calculate ratios for the Company, but rather utilized the ratios for the Company
determined in its "COMPARISON TO SELECTED PUBLICLY TRADED COMPANIES," which are
the same as the ratios that would apply to the Offer.

FMV also considered the premiums paid in the above transactions over the
acquired companies' value of equity prior to the acquisition. These above
transactions yielded a premium range of 30.5% to 70.8%, with a median of 39.4%.
Based on the last reported sale price per share of $2.88 on August 1, 2000, the
Purchase Price of $3.50 per share represents a premium of 21.5%. Based on the
latest 20-day average price per Share of $2.42 on August 1, 2000, the Purchase
Price of $3.50 per Share represents a premium of 44.6%.

DISCOUNTED CASH FLOW ANALYSIS. FMV calculated, using a discounted cash flow
methodology, a range of values for the Company based on projections provided by
the Company's management through the end of the December 31, 2004 fiscal year.
Free cash flow was calculated on a debt-free basis using projected EBIT plus
projected depreciation and amortization expense, and less income taxes at 40%,
projected capital expenditures, and projected net increases in working capital
accounts. The terminal value was estimated using a capitalization rate of 15.0%
to 19.0% (consisting of the discount rate of 21.0% to 23.0% minus a perpetuity
growth rate of 4.0% to 6.0%) times projected free cash flow in fiscal 2004. The
free cash flows and the terminal value were discounted at rates between 21.0%
and 23.0%. The discount rate of 21.0% to 23.0% was deemed appropriate by FMV
given the risk of the Company and the risk associated with achieving the
projections.

STOCK PERFORMANCE AND CONTROL PREMIUM ANALYSIS. FMV examined the history of
trading prices and volume for the Company and the relationship between the
movements of such trading prices to movements of the trading prices and volume
for the common stocks of the companies that FMV deemed to be similar to the
Company. FMV also examined stock price premiums of various operating companies
whereby control was acquired. These operating companies included those similar
to the Company in size (in terms of revenues, market value, and net income) and
Standard Industrial Classification (SIC) codes. The median control premium in
this analysis primarily ranged from 30.0% to 40.0%, with a low of 3.3% and a
high of 62.4%. Based on the last reported sale price per share of $2.88 on
August 1, 2000, the Purchase Price of $3.50 per share represents a premium of
21.5%. Based on the latest 20-day average price per Share of $2.42 on August 1,
2000, the Purchase Price of $3.50 per Share represents a premium of 44.6%.

SPECIAL FACTORS. In reaching its opinion, FMV considered the Company's
unreported preliminary financial results for the second quarter ended June 30,
2000 and the Company's unreported significant tax accounting benefit of
approximately $2,900,000, which will result in a one-time tax benefit which will
increase net income. FMV also considered the benefit to the Company in utilizing
the Company's NOL in future periods to reduce potential tax liabilities payable
in cash. In addition, FMV considered the Company's proposed deregistration and
the potential advantages (including cost savings of approximately $300,000
annually) and disadvantages (including the lack of an actively traded public
market for its common shares) in its analysis.

None of the public or acquired companies examined in the above analysis is
identical to the Company. Therefore, an analysis of the results of the foregoing
necessarily involves complex considerations and judgments concerning differences
in financial and operating characteristics of the Company and the public and
acquired companies. Additionally, no transaction used in the "TRANSACTION
COMPARABLE ANALYSIS" is identical to the Offer. In evaluating the public and
acquired companies' ratios, FMV made judgments and assumptions with regard to
industry performance, general business, economic, market, and financial
conditions and other matters. Mathematical analysis (such as determining the
mean or median) is not, in itself, a meaningful method of using the data on
public or acquired companies.

The preparation of a fairness opinion is a complex process involving
various determinations as to the most appropriate and relevant methods of
financial analysis and the application of these methods to the particular
circumstances and, therefore, is not necessarily susceptible to partial analysis
or summary description. Selected portions of the analyses or of the summaries
set forth above, without considering the analyses as a whole, could create an
incomplete view of the processes underlying the FMV opinion. In arriving at its
fairness determination, FMV considered the results of all such analyses. FMV
made its determination as to fairness on
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<PAGE> 18

the basis of its experience and professional judgment after considering the
results of all such analyses. No company or transaction used in the above
analyses as a comparison is directly comparable to the Company or the Offer.
Analyses based upon forecasts of future results are not necessarily indicative
of actual future results, which may be significantly more or less favorable than
suggested by such analyses. Because such analyses are inherently subject to
uncertainty, being based upon numerous factors or events beyond the control of
the parties or their respective advisors, none of the Company, FMV or any other
person assumes responsibility if future results are materially different from
those forecast. As described above, the FMV opinion was among many factors taken
into consideration by the Board in making its determination to approve the
Offer.

SUMMARY OF VALUATION ANALYSES. Taken together, the information and analyses
employed by FMV led to FMV's opinion that, as of the date of the opinion, the
Purchase Price was fair, from a financial point of view, to tendering
stockholders.

FMV is a nationally recognized firm engaged in the valuation of businesses
and their securities in connection with mergers and acquisitions, competitive
biddings, private placements and valuations for corporate and other purposes.
After interviewing two valuation firms, the Board selected FMV to act as its
financial advisor in connection with the Offer based on FMV's qualifications,
expertise, reputation, cost estimates and the recommendations of the Company's
financial and legal advisors. No restrictions or limitations were imposed by the
Board upon FMV with respect to the investigations made or the procedures
followed by FMV in rendering its opinion.

Pursuant to a letter agreement dated June 5, 2000, the Company engaged FMV
as its financial advisor with respect to assessing the fairness of the tender
offer price. For its services, the Company agreed to pay FMV a fee of $42,000
plus reasonable out-of-pocket expenses.

6. TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES AND OTHER SECURITIES OF
THE COMPANY.

As of July 31, 2000, the Company had issued and outstanding 4,558,016
shares and had 304,284 shares issuable on the exercise of stock options
exercisable within 60 days. As of July 31, 2000, the Company's directors and
executive officers as a group (10 persons) beneficially owned (including 284,056
shares issuable on the exercise of options exercisable within 60 days) an
aggregate of 3,275,990 shares representing approximately 67.7% of the
outstanding shares (including Shares issuable on the exercise of options
exercisable within 60 days and including 2,771,012 shares of common stock
beneficially held by Erin Mills International Investment Corporation).

If the Company purchases the maximum amount of Shares pursuant to the Offer
with the exception of those owned by the Non-Tendering Stockholders, the
Company's executive officers and directors as a group would own beneficially
(including shares issuable on the exercise of options exercisable within 60
days) approximately 14.7% of the outstanding shares immediately after the Offer
(including shares issuable on the exercise of options exercisable within 60
days). Upon completion of the Offer, the Company's executive officers will
receive incentive options to purchase 200,000 shares.

The Company has been advised that none of its continuing directors or
executive officers intend to tender shares pursuant to the Offer.

On September 24, 1998, the Board announced approval of the repurchase and
cancellation of up to 451,492 shares of its common stock in order to offset
issuances under the Company's stock compensation plans. Stock purchases under
the repurchase program began October 2, 1998. Through July 31, 2000, an
aggregate of 71,200 shares of common stock have been repurchased for an
aggregate amount of $92,098.

During the 60 business days prior to the date hereof, the Company has not
purchased any shares. Except for normal transactions in the Company's Stock
Compensation Plan and Employee Stock Purchase Plan, to the best of the Company's
knowledge, none of the Company's directors or executive officers, nor any
affiliates of any of the foregoing, had any transactions in the shares during
the same time period.

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<PAGE> 19

7. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of July 31, 2000 by: (i) each
director; (ii) each executive officer (Lee Melody, David Nelson, Michael Arkell,
John Rome and Romy Laxamana); (iii) all executive officers and directors of the
Company as a group; and (iv) all those known by the Company to be beneficial
owners of more than five percent of its common stock. Unless otherwise noted,
the address of each person listed is the same as that of the Company.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
-----------------------
NUMBER OF PERCENT OF
NAME SHARES CLASS
---- --------- ----------
<S> <C> <C>
Erin Mills International Investment Corporation(2).......... 2,771,012 60.8%
Radley Court, Suite 200
Collymore Rock
St. Michael, Barbados, West Indies
Stephen A. Springer(3)...................................... 416,130 9.1
345 E. 57th Street
New York, New York 10022
Stephen L. Greaves(4)....................................... 2,796,208 61.2
Ronald J. Monark............................................ 84,567 1.8
Lee W. Melody............................................... 214,607 4.5
David P. Nelson............................................. 17,656 0.4
Michael G. Arkell........................................... 22,433 0.5
John A. Rome................................................ 40,694 0.9
Gerald C. Quinn(5).......................................... 2,799,940 61.3
Grant Ferrier............................................... 27,567 0.6
A. J. "Rudy" Wolf........................................... 25,787 0.6
Romy Laxamana............................................... 17,543 0.4
All Directors and Executive Officers as a Group (10 3,275,990 67.7%
Persons)(6)...............................................
</TABLE>

---------------
* Less than one percent.

(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G, if any, filed with the
Securities and Exchange Commission. Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the stockholders named in this
table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on
4,558,016 shares outstanding on July 31, 2000. Share numbers include the
following number of shares subject to options granted by the Company
exercisable within 60 days of July 31, 2000: Mr. Melody, 171,960; Mr.
Arkell, 19,494; Mr. Quinn, 11,028; Mr. Greaves, 11,996; Mr. Monark, 24,000;
Mr. Ferrier, 6,000; Mr. Wolf, 2,000; Mr. Nelson, 10,000; and Mr. Rome,
18,608. These option shares are deemed outstanding for the purposes of
computing the percentage ownership of each such person, but are not deemed
outstanding for computing the percentage ownership of any other person.

(2) Erin Mills International Investment Corporation, a Barbadian corporation
("EMIIC"), is a majority-owned subsidiary of The Erin Mills Investment
Corporation, a corporation organized under the laws of the province of
Ontario, Canada ("TEMIC"). TEMIC is a wholly-owned subsidiary of The Erin
Mills Development Corporation, a corporation organized under the laws of the
province of Ontario, Canada ("EMDC"). Consequently, TEMIC and EMDC, by
virtue of their control of EMIIC, would be deemed to share voting and
investment power of the shares of common stock owned by EMIIC. The directors
of EMIIC may also be deemed to have beneficial ownership of the shares of
common stock owned by EMIIC. The directors of EMIIC are Gerald C. Quinn (who
is also a director of the Company), Humphrey Metzger, Andrew C. Ferreira,
Dr. Trevor A. Carmichael, and Stephen L. Greaves (who is also a director of
the Company). In addition, the directors of TEMIC and EMDC may be deemed to
have beneficial ownership of the shares of common stock of the Company owned
by EMIIC by virtue of

11
<PAGE> 20

TEMIC's and EMDC's control of EMIIC. The directors of TEMIC and EMDC are
Rudy Bratty, John H. Daniels, Peter Daniels, Alfredo DeGasperis, Marco
Muzzo, Elly Reisman, and Larry Robbins, none of whom are officers or
directors of the Company. Stephen L. Greaves, a director of the Company, is
General Manager and President of EMIIC. Gerald C. Quinn, a director of the
Company, is President of TEMIC and Executive Vice President of EMDC. Except
as indicated in Note (5) below, each of the directors of EMIIC, TEMIC and
EMDC disclaims beneficial ownership of any of the shares of the Company's
common stock beneficially owned by EMIIC, TEMIC or EMDC.

(3) Mr. Springer has shared voting and investment power with respect to 7,000 of
these shares.

(4) Includes 2,771,012 shares of common stock beneficially held by EMIIC. See
Note (2) above. Mr. Greaves disclaims beneficial ownership of any of the
shares of the Company's common stock held by EMIIC.

(5) Includes 2,771,012 shares of common stock beneficially held by EMIIC. See
Note (2) above. Mr. Quinn has the right to acquire 83,130 shares of the
Company's common stock from EMIIC. Except with respect to the shares subject
to his purchase rights, Mr. Quinn disclaims beneficial ownership of any of
the shares of the Company's common stock held by EMIIC.

(6) See Notes (2), (4) and (5) above. The 2,771,012 shares held by EMIIC which
are also included in the beneficial holdings of Messrs. Quinn and Greaves
are counted only once in the number of shares held by all directors and
executive officers as a group.

The Company signed a Shareholders' Agreement on July 31, 2000 with Erin
Mills International Investment Corporation (its majority stockholder) ("Erin
Mills") and its continuing directors and executive officers (together with Erin
Mills, the "Stockholders"), pursuant to which the Stockholders agreed not to
tender their shares in the Offer. The Agreement also provides that the Company
shall have a right of first refusal with respect to shares of Company stock
proposed to be sold by any of the Stockholders and if the Company does not
exercise such right, the other Stockholders shall be given the right to purchase
such shares. To the extent the Stockholders do not exercise their purchase
options as described above, they have the right to participate in such sale of
shares on the same terms as the proposed sale. If any of the Stockholders brings
an action to dissolve the Company, the Company has the option to purchase the
shares of such Stockholder at fair market value, as determined by the Company.
If the Company does not exercise its option, the other Stockholders shall have
the option to purchase such shares on the same terms and price as applicable to
the Company. In addition, the Shareholders' Agreement provides that the Board
will consist of five directors, with two nominated by Erin Mills, one nominated
by Company management and two unaffiliated directors selected by agreement of
the other directors.

Except for outstanding options to purchase shares granted from time to time
to certain employees (including executive officers) of the Company and to
outside directors pursuant to the Company's stock option plans and except as
otherwise described herein, neither the Company nor, to the best of the
Company's knowledge, any of its affiliates, directors or executive officers is a
party to any contract, arrangement, understanding or relationship with any other
person relating, directly or indirectly, to the Offer with respect to any
securities of the Company including any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any such securities, joint
ventures, loan or option arrangements, puts or calls, guaranties of loans,
guaranties against loss or the giving or withholding of proxies, consents or
authorizations.

8. FEDERAL INCOME TAX CONSEQUENCES.

In General. The following summary is a general discussion of the material
United States federal income tax consequences relating to the Offer. This
summary does not discuss any aspects of state, local, foreign or other tax laws.
The summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), and existing final, temporary and proposed Treasury Regulations,
Revenue Rulings and judicial decisions, all of which are subject to prospective
and retroactive changes. The summary deals only with Shares held as capital
assets within the meaning of Section 1221 of the Code and does not address tax
consequences that may be relevant to investors in special tax situations, such
as certain financial institutions, tax-exempt organizations, insurance
companies, dealers in securities or currencies, or stockholders holding the
Shares as part of a hedge

12
<PAGE> 21

or hedging transaction or as a position in a straddle for tax purposes. The
Company will not seek a ruling from the Internal Revenue Service (the "IRS")
with regard to the tax matters discussed below. Accordingly, each stockholder
should consult his or her own tax advisor with regard to the Offer and the
application of United States federal income tax laws, as well as the laws of any
state, local or foreign taxing jurisdiction, to its particular situation.

Characterization of the Sale. A sale of Shares by a stockholder of the
Company pursuant to the Offer will be a taxable transaction for United States
federal income tax purposes and may also be a taxable transaction under
applicable state, local and foreign tax laws. The United States federal income
tax consequences to a stockholder may vary depending upon the stockholder's
particular facts and circumstances. Under Section 302 of the Code, a sale of
Shares by a stockholder to the Company pursuant to the Offer will be treated as
a "sale or exchange" of such Shares for United States federal income tax
purposes (rather than as a distribution by the Company with respect to the
Shares held by the tendering stockholder) if the receipt of cash upon such sale
(i) results in a "complete termination" of the stockholder's interest in the
Company or (ii) is "not essentially equivalent to a dividend" with respect to
the stockholder. Stockholders are encouraged to discuss the application of these
tests (the "Section 302 Tests") to their own tax situation with their personal
tax advisor.

If either of the Section 302 Tests is satisfied, and the sale of the Shares
is therefore treated as a "sale or exchange" of such Shares for United States
federal income tax purposes, the tendering stockholder will recognize capital
gain or loss equal to the difference between the amount of cash received by the
stockholder pursuant to the Offer and the stockholder's tax basis in the Shares
sold pursuant to the Offer. Any such gain or loss will be long term capital gain
or loss if the Shares have been held for more than one year.

If neither of the Section 302 Tests is satisfied and the Company has
sufficient current and accumulated earnings and profits, the tendering
stockholder will be treated as having received a dividend includible in gross
income in an amount equal to the entire amount of cash received by the
stockholder pursuant to the Offer (without reduction for the tax basis of the
Shares sold pursuant to the Offer), no loss will be recognized, and (subject to
reduction as described below for corporate stockholders eligible for the
dividends-received deduction) the tendering stockholder's basis in the Shares
sold pursuant to the Offer will be added to such stockholder's basis in its
remaining Shares, if any. Although complete assurance cannot be given that
either of the Section 302 Tests will be satisfied as to any particular
stockholder, and thus a particular stockholder could be treated as having
received a dividend taxable as ordinary income, the IRS has held that a non-pro
rata redemption of the stock of a stockholder of less than one percent of the
stock of a widely held corporation qualified for sale or exchange treatment,
resulting in capital gain or loss treatment for most stockholders. If the sale
of Shares is not treated as a sale or exchange for federal income tax purposes
as to a particular stockholder, any cash received for Shares pursuant to the
Offer would be treated as a dividend to the extent of the Company's current and
accumulated earnings and profits, and any cash distributed in excess of the
Company's earnings and profits will be treated, first, as a nontaxable return of
capital to the extent of the stockholder's basis for such stockholder's Shares,
and, thereafter, as capital gain, to the extent it exceeds such basis.

Constructive Ownership of Stock. In determining whether either of the
Section 302 Tests is satisfied, stockholders must take into account not only the
Shares which are actually owned by the stockholder, but also Shares which are
constructively owned by the stockholder within the meaning of Section 318 of the
Code. Under Section 318 of the Code, a stockholder may constructively own Shares
actually owned, and in some cases constructively owned, by certain related
individuals or entities in which the stockholder has an interest, or, in the
case of stockholders that are entities, by certain individuals or entities that
have an interest in the stockholder, and Shares which the stockholder has the
right to acquire by exercise of an option or by conversion. Contemporaneous
dispositions or acquisitions of Shares by a stockholder or related individuals
or entities may be deemed to be part of a single integrated transaction which
will be taken into account in determining whether either of the Section 302
Tests has been satisfied.

Corporate Stockholder Dividend Treatment. Under current law, if a sale of
Shares by a corporate stockholder is treated as a dividend, the corporate
stockholder may be entitled to claim a deduction equal to a

13
<PAGE> 22

portion of the dividend, subject to applicable limitations. A corporate
stockholder that is not affiliated with a Non-Tendering Stockholder should be
subject to sale or exchange treatment unless that stockholder does not hold its
Shares as capital assets within the meaning of Section 1221. Therefore, where
the corporate stockholder qualifies for sale or exchange treatment under the
Section 302 Tests, the dividend received deduction will not be available.

However, any amount received by a corporate stockholder pursuant to the
Offer that is treated as a dividend will likely constitute an "extraordinary
dividend" under the Code. A corporate stockholder receiving an "extraordinary
dividend" would be required to reduce its basis (but not below zero) in its
Shares by the non-taxed portion of the extraordinary dividend (i.e., the portion
of the dividend for which a dividend deduction is allowed), and, if such portion
exceeds the stockholder's tax basis for its Shares, to treat the excess as gain
from the sale of such Shares in the year in which a sale or disposition of such
Shares occurs.

Foreign Stockholders. A foreign stockholder will be subject to withholding
of federal tax at a rate of 30 percent unless the Company (or applicable
withholding agent) determines that a reduced rate of withholding is applicable
pursuant to a tax treaty or that an exemption from withholding is applicable
because such gross proceeds are effectively connected with the conduct of a
trade or business by the foreign stockholder within the United States.

A foreign stockholder with respect to whom tax has been withheld may be
eligible to obtain a refund of all or a portion of the withheld tax if the
stockholder satisfied one of the Section 302 Tests for sale or exchange
treatment or is otherwise able to establish that no tax or a reduced amount of
tax was due. Foreign stockholders are urged to consult their own tax advisors
regarding the application of United States federal income tax withholding,
including eligibility for a withholding tax reduction or exemption and the
refund procedure.

Federal Backup Withholding. To avoid federal income tax backup withholding
equal to 31% of the gross payments made pursuant to the offer, each stockholder
must notify the Depositary of such stockholder's correct taxpayer identification
number and provide certain other information by properly completing the
substitute Form W-9 included in the letter of transmittal. Foreign stockholders
may be required to submit a properly completed Form W-8, certifying non-United
States status, in order to avoid backup withholding. In addition, foreign
stockholders may be subject to 30% (or lower treaty rate) withholding on gross
payments received pursuant to the Offer. Each stockholder is urged to consult
with his or her own tax advisor.

Certain Qualified Pension and Profit-Sharing Plans and Other Tax-Exempt
Organizations. A qualified pension or profit-sharing plan or other tax-exempt
organization under Section 501(c)(3) of the Code should not have to treat the
Company's payments pursuant to the Offer as unrelated business taxable income if
such organization holds its Shares as capital assets.

The impact of pending and future budget and tax legislation on the United
States federal tax system, including possible effects on taxation of the Offer,
is uncertain. Stockholders are advised to consult their own tax advisors as to
these matters.

The tax discussion set forth above is included for general information
only. The tax consequences of a sale pursuant to the Offer may vary depending
upon, among other things, the particular circumstances of the tendering
stockholder. No information is provided herein as to the state, local or foreign
tax consequences of the transaction contemplated by the Offer. Stockholders are
urged to consult their own tax advisors to determine the particular federal,
state, local and foreign tax consequences of sales made by them pursuant to the
Offer, the effect of the stock ownership attribution rules mentioned above and
the effect of tax legislative proposals.

14
<PAGE> 23

THE OFFER

1. NUMBER OF SHARES; EXPIRATION DATE.

Upon the terms and subject to the conditions described herein and in the
Letter of Transmittal, the Company will purchase up to 1,612,166 Shares that are
validly tendered by stockholders other than Non-Tendering Stockholders on or
prior to the Expiration Date (and not properly withdrawn in accordance with "The
Offer -- Section 3. Withdrawal Rights") at the Purchase Price. The later of 5:00
p.m., Eastern time, on Friday, September 15, 2000, or the latest time and date
to which the Offer is extended, is referred to herein as the "Expiration Date."
The Offer is not conditioned on any minimum number of Shares being tendered.

If (i) the Company increases or decreases the price to be paid for Shares
or increases or decreases the number of Shares being sought and (ii) the Offer
is scheduled to expire at any time earlier than the period ending on the tenth
business day from, and including, the date that notice of such increase or
decrease is first published, sent or given to stockholders in the manner
described in "The Offer -- Section 6. Extension of Tender Period; Termination;
Amendments" the Offer will be extended at least until the expiration of ten
business days from the date of publication of such notice.

The Company also expressly reserves the right, in its sole discretion, at
any time or from time to time, to extend, amend or terminate the period of time
during which the Offer is open by making a public announcement thereof. See "The
Offer -- Section 6. Extension of Tender Period; Termination; Amendments."

For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or U.S. federal holiday and consists of the time period from
12:01 a.m. through 12:00 midnight, Eastern time.

Copies of this Offer to Purchase and the Letter of Transmittal are being
mailed to record holders of Shares and will be furnished to brokers, banks and
similar persons whose names, or the names of whose nominees, appear on the
Company's stockholder list or, if applicable, who are listed as participants in
a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.

2. PROCEDURE FOR TENDERING SHARES.

Proper Tender of Shares. To tender Shares validly pursuant to the Offer,
either (a) a properly completed and duly executed Letter of Transmittal or
photocopy thereof, together with any required signature guarantees and any other
documents required by the Letter of Transmittal, must be received by the U.S.
Stock Transfer Corporation (the "Depositary") at its address set forth on the
back cover of this Offer to Purchase and either (i) certificates for the Shares
to be tendered must be received by the Depositary at such address or (ii) such
Shares must be delivered pursuant to the procedures for book-entry transfer
described below (and a confirmation of such delivery received by the
Depositary), in each case on or prior to the Expiration Date, or (b) the
tendering holder of Shares must comply with the guaranteed delivery procedure
described below.

Book-Entry Transfer. The Depositary will establish an account with respect
to the Shares at the Depository Trust Company (the "Book-Entry Transfer
Facility") for purposes of the Offer within two business days after the date of
this Offer to Purchase, and any financial institution that is a participant in
the system of the Book-Entry Transfer Facility may make delivery of Shares by
causing the Book-Entry Transfer Facility to transfer such Shares into the
Depositary's account in accordance with the procedures of the Book-Entry
Transfer Facility. Although delivery of Shares may be effected through
book-entry transfer, a properly completed and duly executed Letter of
Transmittal or photocopy thereof, together with any required signature
guarantees and any other required documents, must, in any case, be received by
the Depositary at its address set forth on the back cover of this Offer to
Purchase on or prior to the Expiration Date, or the tendering holder of Shares
must comply with the guaranteed delivery procedure described below. DELIVERY OF
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY
TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

15
<PAGE> 24

Signature Guarantees and Method of Delivery. Signatures on a Letter of
Transmittal need not be guaranteed if (a) the Letter of Transmittal is signed by
the registered holder of the Shares (which term, for purposes of this Section 2,
shall include any participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of the Shares) tendered
therewith and such holder has not completed the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" in the Letter
of Transmittal or (b) Shares are tendered for the account of a member firm of a
registered national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company (not a savings
bank or a savings and loan association) having an office, branch or agency in
the United States (each such entity being hereinafter referred to as an
"Eligible Institution"). See Instruction 1 of the Letter of Transmittal. In all
other cases, all signatures on the Letter of Transmittal must be guaranteed by
an Eligible Institution. If a certificate for Shares is registered in the name
of a person other than the person executing a Letter of Transmittal, or if
payment is to be made, or Shares not purchased or tendered are to be issued, to
a person other than the registered holder, then the certificate must be endorsed
or accompanied by an appropriate stock power, in either case signed exactly as
the name of the registered holder appears on the certificate, with the
signatures on the certificate or stock power guaranteed by an Eligible
Institution.

In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of
certificates for such Shares (or a timely confirmation of a book-entry transfer
of such Shares into the Depositary's account at the Book-Entry Transfer Facility
as described above), a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) and any other documents
required by the Letter of Transmittal.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to
the Offer and cannot deliver certificates for such Shares and all other required
documents to the Depositary on or prior to the Expiration Date or the procedure
for book-entry transfer cannot be complied with in a timely manner, such Shares
may nevertheless be tendered if all of the following conditions are met:

(i) such tender is made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Company (with any
required signature guarantees) is received by the Depositary as provided
below on or prior to the Expiration Date; and

(iii) the certificates for such Shares (or a confirmation of a
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility), a properly completed and duly executed
Letter of Transmittal (or photocopy thereof) together with any required
signature guarantees and any other documents required by the Letter of
Transmittal, are received by the Depositary no later than 5:00 p.m.,
Eastern time, on the third business day after the date of execution of the
Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile transmission or mail to the Depositary and must include a guarantee
by an Eligible Institution in the form set forth in such Notice.

THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.

FEDERAL BACKUP WITHHOLDING. TO AVOID FEDERAL INCOME TAX BACKUP WITHHOLDING
EQUAL TO 31% OF THE GROSS PAYMENTS MADE PURSUANT TO
THE OFFER, EACH STOCKHOLDER MUST NOTIFY THE DEPOSITARY OF SUCH STOCKHOLDER'S
CORRECT TAXPAYER IDENTIFICATION NUMBER AND PROVIDE CERTAIN OTHER INFORMATION BY
PROPERLY COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF
TRANSMITTAL. NON-CORPORATE FOREIGN STOCKHOLDERS MAY BE REQUIRED TO SUBMIT A
PROPERLY COMPLETED FORM W-8,

16
<PAGE> 25

CERTIFYING NON-UNITED STATES STATUS, IN ORDER TO AVOID BACKUP WITHHOLDING. IN
ADDITION, FOREIGN STOCKHOLDERS MAY BE SUBJECT TO 30% (OR LOWER TREATY RATE)
WITHHOLDING ON GROSS PAYMENTS RECEIVED PURSUANT TO THE OFFER. EACH STOCKHOLDER
IS URGED TO CONSULT WITH HIS OR HER OWN TAX ADVISOR.

Determinations of Validity. All questions as to the number of Shares to be
accepted, the Purchase Price, the form of documents and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares will be determined by the Company, in its sole discretion, and its
determination shall be final and binding. The Company reserves the absolute
right to reject any or all tenders of Shares that it determines are not in
proper form or the acceptance for payment of, or payment for, Shares that may be
unlawful. The Company also reserves the absolute right to waive any of the
conditions of the Offer or any defect or irregularity with respect to any tender
of Shares or any particular stockholder. No tender of Shares will be deemed to
have been properly made until all defects or irregularities have been cured by
the tendering stockholder or waived by the Company. None of the Company, the
Depositary or any other person will be under any duty to give notice of any
defect or irregularity in tenders, nor shall any of them incur any liability for
failure to give any such notice.

3. WITHDRAWAL RIGHTS.

Tenders of Shares made pursuant to the Offer may be withdrawn pursuant to
the procedures set forth below at any time prior to the Expiration Date.
Thereafter, such tenders are irrevocable, except that they may be withdrawn
after September 28, 2000, unless previously accepted for payment as provided in
this Offer to Purchase. If the Company extends the period of time during which
the Offer is open, is delayed in accepting for payment or paying for Shares or
is unable to accept for payment or pay for Shares pursuant to the Offer for any
reason, then, without prejudice to the Company's rights under the Offer, the
Depositary may, on behalf of the Company, retain all Shares tendered, and such
Shares may not be withdrawn except as otherwise provided in this Section 3,
subject to Rule 13e-4(f)(5) under the Exchange Act, which provides that the
issuer making the tender offer shall either pay the consideration offered, or
return the tendered securities promptly after the termination or withdrawal of
the tender offer.

To be effective, a notice of withdrawal must be in written or facsimile
transmission form and must be timely received by the Depositary at its address
set forth on the back cover of this Offer to Purchase and must specify the name
of the person who tendered the Shares to be withdrawn, the name of the
registered holder (if different from that of the person who tendered such
Shares), the number of Shares tendered and the number of Shares to be withdrawn.
If the Shares to be withdrawn have been delivered to the Depositary, the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution (except in the case of Shares tendered by an Eligible Institution)
prior to the release of such Shares. In addition, such notice must also specify,
in the case of Shares tendered by delivery of certificates, the serial numbers
shown on the particular certificates evidencing the Shares to be withdrawn or,
in the case of Shares tendered by book-entry transfer, the name and number of
the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Shares. Stockholders who tendered Shares through a broker or bank
should provide instructions to the broker or bank to arrange for a withdrawal.
Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed
not validly tendered for purposes of the Offer. However, withdrawn Shares may be
re-tendered by again following one of the procedures described in "The
Offer -- Section 2. Procedure for Tendering Shares" at any time prior to the
Expiration Date.

All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding. None of the Company,
the Depositary, or any other person will be under any duty to give notification
of any defect or irregularity in any notice of withdrawal or incur any liability
for failure to give any such notification.

17
<PAGE> 26

4. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE.

Upon the terms and subject to the conditions of the Offer and as promptly
as practicable after the Expiration Date, the Company will accept for payment
and will pay the Purchase Price for any and all Shares validly tendered and not
properly withdrawn in accordance with "The Offer -- Section 3. Withdrawal
Rights." Thereafter, payment for all Shares accepted for payment pursuant to the
Offer will be made by the Depositary by check as promptly as practicable. In all
cases, payment for Shares accepted for payment pursuant to the Offer will be
made only after timely receipt by the Depositary of certificates for Shares (or
of a confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility), a properly completed and duly
executed Letter of Transmittal or photocopy thereof, and any other required
documents.

For purposes of the Offer, the Company will be deemed to have accepted for
payment (and thereby purchased) Shares that are validly tendered prior to the
applicable Expiration Date and not withdrawn only when, as and if it gives oral
or written notice to the Depositary of its acceptance for payment of such
Shares. The Company will pay for Shares that it has purchased pursuant to the
Offer by depositing the Purchase Price therefor with the Depositary. The
Depositary will act as agent for tendering stockholders for the purpose of
receiving payment from the Company and transmitting payment to tendering
stockholders. Under no circumstances will interest be paid on amounts to be paid
to tendering stockholders, regardless of any delay in making such payment. The
Company's acceptance for payment of Shares tendered pursuant to the Offer will
constitute a binding agreement between the tendering stockholder and the Company
upon the terms and subject to the conditions of the Offer.

The Company reserves the right, in its sole discretion, to delay acceptance
for payment of, or payment for, Shares. If the Company is delayed in its
acceptance for payment of, or payment for, Shares or is unable to accept for
payment, or pay for, Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer (subject to compliance with
Rule 14e-1(c) under the Exchange Act), the Depositary may, nevertheless, on
behalf of the Company, retain tendered Shares, and such Shares may not be
withdrawn except to the extent tendering stockholders are entitled to exercise,
and duly exercise, withdrawal rights as described in "The Offer -- Section 3.
Withdrawal Rights."

If the Company does not purchase Shares pursuant to the Offer for any
reason, certificates for all Shares not purchased will be returned (or, in the
case of Shares tendered by book-entry transfer, such Shares will be credited to
an account maintained with the Book-Entry Transfer Facility) as promptly as
practicable without expense to the tendering stockholder.

The Company will pay or cause to be paid any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the Purchase Price is to be made to, or
Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder, or if tendered Shares are registered in
the name of any person other than the person signing the Letter of Transmittal,
the amount of any stock transfer taxes (whether imposed on the registered
holder, such other person or otherwise) payable on account of the transfer to
such person will be deducted from the Purchase Price unless satisfactory
evidence of the payment of such taxes, or exemption therefrom, is submitted. See
Instruction 6 of the Letter of Transmittal.

The Company may be required to withhold and remit to the IRS 31% of the
gross proceeds paid to any tendering stockholder or other payee who fails to
complete fully, sign and return to the Depositary the Substitute Form W-9
included in the Letter of Transmittal. See "Special Factors -- Section 8.
Federal Income Tax Consequences."

5. CERTAIN CONDITIONS OF THE OFFER.

Notwithstanding any other provisions of the Offer, the Company will not be
required to accept for payment, purchase or pay for any Shares tendered, and may
terminate or amend the Offer or may postpone (subject to the requirements of the
Exchange Act for prompt payment for or return of Shares) the acceptance for
payment of, or the purchase of and payment for Shares tendered, if at any time
on or after August 3, 2000,

18
<PAGE> 27

any of the following events shall have occurred (or shall have been determined
by the Company in its sole judgment to have occurred) regardless of the
circumstances giving rise thereto (including any action or omission to act by
the Company) and, in the sole judgment of the Company, such event or events make
it undesirable or inadvisable to proceed with the Offer or with such acceptance
for payment or payment:

(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal
that (i) challenges or seeks to challenge the acquisition of Shares
pursuant to the Offer or otherwise in any manner relates to or affects the
Offer or (ii) in the sole judgment of the Company, could materially and
adversely affect the business, condition (financial or other), income,
operations or prospects of the Company, or otherwise materially impair in
any way the contemplated future conduct of the business of the Company or
materially impair the contemplated benefits of the Offer to the Company;

(b) there shall have been any action threatened, pending or taken, or
approval withheld, withdrawn or abrogated or any statute, rule, regulation,
judgment, order or injunction threatened, proposed, sought, promulgated,
enacted, entered, amended, enforced or deemed to be applicable to the Offer
or the Company, by any legislative body, court, authority, agency or
tribunal which, in the Company's sole judgment, would or might directly or
indirectly (i) make the acceptance for payment of, or payment for, some or
all of the Shares illegal or otherwise restrict or prohibit consummation of
the Offer, (ii) delay or restrict the ability of the Company, or render the
Company unable, to accept for payment or pay for some or all of the Shares,
(iii) imposes or seeks to impose limitations on the ability of the Company
to acquire or hold or to exercise full rights of ownership of the Shares,
(iv) materially impair the contemplated benefits of the Offer to the
Company or (v) materially affect the business, condition (financial or
other), income, operations or prospects of the Company, or otherwise
materially impair in any way the contemplated future conduct of the
business of the Company;

(c) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market, (ii) any significant decline in
the market price of the Shares or in the general level of market prices of
equity securities in the United States or abroad, (iii) any change in the
general political, market, economic or financial condition in the United
States or abroad that could have a material adverse effect on the Company's
business, condition (financial or other), income, operations, prospects or
ability to obtain financing generally or the trading in the Shares, (iv)
the declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States or any limitation on, or any event
which, in the Company's sole judgment, might affect, the extension of
credit by lending institutions in the United States, (v) the commencement
of a war, armed hostilities or other international or national crisis
directly or indirectly involving the United States or (vi) in the case of
any of the foregoing existing at the time of the commencement of the Offer,
in the Company's sole judgment, a material acceleration or worsening
thereof;

(d) a tender or exchange offer with respect to some or all of the
Shares (other than the Offer), or a merger, acquisition or other business
combination proposal for the Company, shall have been proposed, announced
or made by a person other than the Company or shall have been publicly
disclosed, or the Company shall have learned that any person or group
(within the meaning of Section 13(d)(3) of the Exchange Act) shall have
acquired or proposed to acquire beneficial ownership of more than 5% of the
outstanding Shares, or any new group shall have been formed that
beneficially owns more than 5% of the outstanding Shares;

(e) there shall have occurred any event or events that have resulted,
or may in the sole judgment of the Company result, in an actual or
threatened change in the business, condition (financial or other), assets,
income, operations, stock ownership or prospects of the Company, taken as a
whole which does or may materially impair the contemplated benefits of the
Offer; or

19
<PAGE> 28

(f) the Company shall not have met the conditions set forth in the
commitment letter that the Company has received from Comerica
Bank -- California or is unable to secure the required funding for any
reason.

Any of the foregoing conditions may be waived by the Company, in whole or
in part, at any time and from time to time in its sole discretion. The failure
by the Company at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time. Any determination
by the Company concerning the events described above will be final and binding
on all parties.

6. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS.

The Company expressly reserves the right, in its sole discretion and at any
time or from time to time, and regardless of whether or not any of the events
set forth in "The Offer -- Section 5. Certain Conditions of the Offer" shall
have occurred or shall be deemed by the Company to have occurred, to extend the
period of time during which the Offer is open and thereby delay acceptance for
payment of, and payment for, any Shares. During any such extension, all Shares
previously tendered will remain subject to the Offer, except to the extent that
such Shares may be withdrawn as set forth in "The Offer -- Section 3. Withdrawal
Rights." The Company also expressly reserves the right, in its sole discretion
and regardless of whether or not any of the events set forth in "The
Offer -- Section 5. Certain Conditions of the Offer" shall have occurred or
shall be deemed by the Company to have occurred, (i) to terminate the Offer and
not accept for payment or pay for any Shares not previously accepted for payment
or paid for or (ii) to postpone purchase of or payment for Shares. The Company's
reservation of the right to delay payment for Shares which it has accepted for
payment is limited by Rule 13e-4(f)(5) and Rule 14e-1(c) under the Exchange Act,
which require that the Company must pay the consideration offered or return the
Shares tendered promptly after termination or withdrawal of a tender offer.

Subject to compliance with applicable law, the Company further reserves the
right, in its sole discretion, and regardless of whether any of the events set
forth in "The Offer -- Section 5. Certain Conditions of the Offer" shall have
occurred or shall be deemed by the Company to have occurred, to amend the Offer
in any respect. Amendments to the Offer may be made at any time and from time to
time. Any extension, amendment or termination of the Offer will be followed as
promptly as practicable by public announcement thereof, the announcement in the
case of an extension to be issued no later than 9:00 a.m., Eastern time, on the
next business day after the previously scheduled Expiration Date. Material
changes to information previously provided to holders of the Shares in this
Offer or in documents furnished subsequent thereto will be disseminated to
holders of Shares in compliance with Rule 13e-4(e)(3) under the Exchange Act.

If the Company materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Company will extend the Offer to the extent required by Rule 14e-1 under the
Exchange Act which requires the Offer to continue or be extended for at least
ten business days from the time the Company publishes, sends or gives to holders
of Shares a notice that it will (a) increase or decrease the price it will pay
for Shares or (b) increase or decrease the number of Shares it seeks.

20
<PAGE> 29

7. PRICE RANGE OF SHARES; DIVIDENDS.

The Shares are listed on the NASDAQ SmallCap Market under the symbol
"MVAC." The following table sets forth the high and low per Share sales prices
as reported by NASDAQ for the periods indicated.

<TABLE>
<CAPTION>
HIGH LOW
----- -----
<S> <C> <C>
1998:
1st Quarter................................ $2.56 $1.75
2nd Quarter................................ 2.00 1.06
3rd Quarter................................ 1.06 0.81
4th Quarter................................ 1.00 0.65
1999:
1st Quarter................................ 2.13 0.94
2nd Quarter................................ 2.63 1.81
3rd Quarter................................ 3.38 1.75
4th Quarter................................ 3.00 2.69
2000:
1st Quarter................................ 4.63 2.88
2nd Quarter................................ 3.35 1.53
</TABLE>

As of the close of business on August 2, 2000, the last full trading day
before the commencement of the Offer, the closing sales price of the Shares as
reported on the NASDAQ SmallCap Market was $2.81 per Share. As explained in
"Special Factors -- Section 3. Purpose of the Offer; Certain Effects of the
Offer; Plans of the Company After the Offer," the Shares will be delisted from
the NASDAQ SmallCap Market shortly after the Company files the certification to
deregister its common stock with the Commission. After that time, it may be more
difficult to obtain accurate market quotations for the Shares. STOCKHOLDERS ARE
URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES BEFORE DELISTING
OCCURS.

The Company has never declared or paid dividends on its common stock.

8. CERTAIN INFORMATION CONCERNING THE COMPANY.

The Company designs, develops, assembles, markets and sells cleaning and
fluid management systems primarily for the automotive and diesel engine
after-market repair and service industry. The Company was incorporated in the
State of Delaware on June 19, 1992 as CarbonClean Corporation. In 1992, the
Company acquired certain assets from, and licensed certain rights of,
Enviromotive, Inc. ("EMI"). In March 1993, CarbonClean Corporation changed its
name to MotorVac Technologies, Inc. Effective as of December 31, 1995, the
Company purchased all of the rights that it was licensing from EMI. On April 25,
1996, the Company filed a Registration Statement on Form SB-2 with the
Commission to effect the initial public offering of its common stock. The
Company's principal executive offices are located at 1431 S. Village Way, Santa
Ana, CA 92705, and its telephone number is (714) 558-4822.

The name, business address, citizenship, present principal occupation or
employment and five-year employment history of each of the executive officers
and directors of the Company are set forth in Schedule I of this Offer.

21
<PAGE> 30

SUMMARY FINANCIAL INFORMATION. The audited financial statements for the
Company for the fiscal years ended December 31, 1999 and December 31, 1998 are
incorporated herein by reference from the Company reports on Form 10-KSB for
those years. The unaudited financial statements for the three months ended March
31, 2000 and 1999 are incorporated herein by reference from the Company reports
on Form 10-QSB for those periods. These reports may be inspected and copies may
be obtained from the Commission in the manner set forth in "The Offer -- Section
13. Miscellaneous." The following table summarizes certain financial information
derived from those financial statements. Such information should be read in
conjunction with those financial statements and notes thereto.

SUMMARY HISTORICAL FINANCIAL INFORMATION

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, QUARTER ENDED MARCH 31,
-------------------------- ------------------------
1999 1998 2000 1999
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA
Net Sales................................ $15,126,288 $10,017,020 $3,711,938 $4,053,750
Net Income (loss)........................ 1,399,631 (385,467) 312,728 283,870
Earnings (loss) Per Common Share (basic
and diluted)........................... $ 0.31 $ (0.09) $ 0.07 $ 0.06
Weighted Average Shares Outstanding
(basic)................................ 4,497,248 4,503,285 4,528,958 4,464,918
Weighted Average Shares Outstanding
(diluted).............................. 4,568,865 4,503,285 4,695,082 4,473,869
Ratio of earnings to fixed charges(1).... 7.15 -- 5.41 5.77

BALANCE SHEET AND OTHER DATA
Working Capital.......................... $5,348,421
Total Assets............................. 7,353,661
Long-term debt........................... --
Stockholders' equity..................... 6,181,709
Dividends per share...................... --
Book value per common share.............. $ 1.36
</TABLE>

---------------

(1) The ratio of earnings to fixed charges was computed by dividing the sum of
(i) income from operations before taxes, (ii) interest expense and (iii)
fixed lease charges by the sum of (i) interest expense and (ii) fixed lease
charges.

22
<PAGE> 31

UNAUDITED PRO FORMA FINANCIAL INFORMATION. The following unaudited pro
forma condensed financial information gives effect to the purchase of Shares
pursuant to the Offer, and the payment of related taxes, fees and expenses,
based on the assumptions described in the "Notes to Summary Unaudited
Consolidated and Condensed Pro Forma Financial Information" below, as if such
transactions had occurred on the first day of the periods presented, with
respect to operating statement data, and as of March 31, 2000, with respect to
balance sheet data. The unaudited pro forma condensed financial information does
not purport to be indicative of the results that would actually have been
obtained, or results that may be obtained in the future, or the financial
condition that would have resulted, if the purchase of the Shares pursuant to
the Offer, and the payment of related taxes, fees and expenses, had been
completed at the dates indicated.

SUMMARY UNAUDITED CONDENSED
PRO FORMA FINANCIAL INFORMATION

<TABLE>
<CAPTION>
FISCAL YEAR ENDED DECEMBER 31, 1999 QUARTER ENDED MARCH 31, 2000
-------------------------------------------- ----------------------------------------------
PRO FORMA PRO FORMA
ADJUST- ADJUST-
HISTORICAL MENTS PRO FORMA HISTORICAL MENTS PRO FORMA
----------- ----------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENTS
Net sales......................... $15,126,288 $15,126,288 $ 3,711,938 $ 3,711,938
Cost of Sales..................... 8,910,587 8,910,587 2,079,616 2,079,616
----------- ----------- ------------ ------------
Gross Margin...................... 6,215,701 6,215,701 1,632,322 1,632,322
Operating Expenses................ 4,862,574 4,862,574 1,341,032 1,341,032
----------- ----------- ----------- ------------ ----------- ------------
Income from operations............ 1,353,127 1,353,127 291,290 291,290
Interest income (expense), net.... 84,504 (545,502)(d)(e) (460,998) 28,438 (136,375)(d)(e) (107,937)
----------- ----------- ----------- ------------ ----------- ------------
Income (loss) before tax.......... 1,437,631 (545,502) 892,129 319,728 (136,375) 183,353
Income tax provision (benefit).... 38,000 (14,728)(f) 23,272 7,000 (3,000)(f) 4,000
----------- ----------- ----------- ------------ ----------- ------------
Net income (loss)................. $ 1,399,631 (530,774)(i) $ 868,857 $ 312,728 (133,375) $ 179,353
=========== =========== =========== ============ =========== ============
Earnings per share (basic)........ $ 0.31 $ 0.30 $ 0.07 $ 0.06
Earnings per share (diluted)...... $ 0.31 $ 0.29 $ 0.07 $ 0.06
Shares outstanding -- basic....... 4,497,248 (1,592,483)(g) 2,904,765 4,528,958 (1,592,483)(a) 2,936,475
Shares outstanding -- diluted..... 4,568,865 (1,592,483)(g) 2,976,382 4,695,082 (1,592,483) 3,102,599
Ratio of earnings to fixed
charges(h)...................... 7.51 5.41
</TABLE>

23
<PAGE> 32

<TABLE>
<CAPTION>
FISCAL YEAR ENDED DECEMBER 31, 1999 QUARTER ENDED MARCH 31, 2000
-------------------------------------------- ----------------------------------------------
PRO FORMA PRO FORMA
ADJUST- ADJUST-
HISTORICAL MENTS PRO FORMA HISTORICAL MENTS PRO FORMA
----------- ----------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
ASSETS
Cash and cash equivalents......... $ 2,191,646 (457,982)(c) $ 1,733,664
Accounts receivable -- net........ 1,789,594 1,789,594
Inventories....................... 2,198,475 2,198,475
Other current assets.............. 340,658 -- 340,658
------------ ----------- ------------
Total current assets...... 6,520,373 (457,982) 6,062,391
Property and equipment -- net..... 260,069 260,069
Trademarks and patents -- net..... 335,096 335,096
Marketing rights -- net........... 180,000 180,000
Deferred financing costs.......... -- 175,000(c)(e) 175,000
Other assets...................... 58,123 58,123
------------ ----------- ------------
Total assets.............. $ 7,353,661 (282,982) $ 7,070,679
============ =========== ============
LIABILITIES AND STOCKHOLDERS'
EQUITY
Accounts payable and other current
liabilities..................... $ 1,171,952 $ 1,171,952
Revolving bank note............... 2,000,000(c) 2,000,000
Current portion of term loan...... 1,166,667(c) 1,166,667
Short-term note payable........... -- -- --
------------ ----------- ------------
Total current
liabilities............. 1,171,952 3,166,667 4,338,619
Long term note payable............ -- 2,333,333(c) 2,333,333
------------ ----------- ------------
Total liabilities......... 1,171,952 5,500,000 6,671,952
STOCKHOLDERS' EQUITY
Common stock...................... 45,290 (16,122)(a) 29,168
Additional paid-in capital........ 16,556,221 (5,766,860)(a)(b) 10,789,361
Employee stock loans.............. (84,420) (84,420)
Accumulated deficit............... (10,335,382) -- (10,335,382)
------------ ----------- ------------
Total stockholders'
equity.................. 6,181,709 (5,782,982) 398,727
------------ ----------- ------------
7,353,661 (282,982) 7,070,679
============ =========== ============
Working capital................... $ 5,348,421 $ 1,723,772
Book value per common share....... $ 1.36 $ 0.14
</TABLE>

24
<PAGE> 33

NOTES TO SUMMARY UNAUDITED
PRO FORMA FINANCIAL INFORMATION

The following assumptions were made in presenting the summary unaudited pro
forma financial information:

(a) Assumes that 1,612,166 shares are repurchased at $3.50 per share.

(b) Costs directly related to the Offer are assumed to be $168,000, and are
included in the costs of repurchased shares.

(c) Assumes the $5,642,582 stock purchase costs and related transaction
costs of $343,000 (including $168,000 of Offer costs and $175,000 of
finance costs net of $27,600 of proceeds from exercise of 17,000 stock
options) will be financed with proceeds from a $2,000,000 revolving
bank line of credit and a $3,500,000 bank term loan, and $457,982 of
cash.

(d) Interest expense on the $3,500,000 bank term loan is calculated based
on a committed rate of 9.5% and an average outstanding balance of
$2,916,667; interest expense on the revolving loan is calculated based
on an assumed rate of 9.25%, and an outstanding balance of $2,000,000.
Aggregate interest expense of $487,169 includes $25,086 for interest
income forfeited due to use of $457,982 of cash to finance the purchase
of shares assuming interest income would have been earned at a rate of
5.48%.

(e) Assumes deferred finance costs, estimated at $175,000, are amortized
over 3 years, the term of the loans.

(f) The assumed income tax rate applicable to pro forma adjustments was
consistent with the rate for each of the respective historical periods.

(g) Pro forma basic earnings per share are based on the weighted average
number of shares of common stock outstanding during each period,
decreased by the 1,612,166 shares assumed purchased net of 17,000
shares issued for assumed exercise of stock options. Pro forma diluted
earnings per share are based on the weighted average number of shares
of common stock outstanding during each period, adjusted for the
dilutive effect of shares issuable under outstanding stock options and
decreased by the 1,612,166 shares assumed purchased net of 17,000
shares issued for assumed exercise of stock options.

(h) The pro forma ratio of earnings to fixed charges was computed by
dividing the sum of (i) income from continuing operations before taxes,
(ii) interest expense and (iii) fixed lease charges by the sum of (i)
interest expense and (ii) fixed lease charges.

(i) The pro forma net income (loss) does not reflect a stock option
repricing approved by the Board to be effected concurrent with the
tender offer. The Company will account for repriced stock awards as
variable awards from the date the awards are repriced to their
execution, cancellation, or forfeiture.

25
<PAGE> 34

9. SOURCE AND AMOUNT OF FUNDS.

Assuming that the Company purchases all Shares tendered by stockholders
other than Non-Tendering Stockholders pursuant to the Offer at the Purchase
Price, the total amount required by the Company to purchase such Shares will be
approximately $5,957,982, including fees and other expenses.

On July 25, 2000, the Company executed a commitment letter (the "Letter")
with Comerica Bank -- California ("Comerica") whereby Comerica committed to loan
the Company $5,500,000 in the form of a revolving commercial line of $2,000,000
for working capital and general corporate purposes which the Company intends to
apply toward funding the Offer and a term loan of up to $3,500,000 to finance
the purchase of Shares pursuant to the Offer. The Letter sets forth the
following items:

Interest Rates. With respect to the revolving commercial line, the Company
may choose either a variable annual interest rate which is equal to the sum of
Comerica's base rate which as of July 21, 2000 is 9.5%, minus 0.25%, or a fixed
annual interest rate which is equal to the sum of LIBOR which as of July 21,
2000 is 6.62%, plus 2.5%. With respect to the term loan, the Company may choose
either a variable annual interest rate which is equal to Comerica's base rate of
9.5%, or a fixed annual interest rate which is equal to the sum of Comerica's
cost of funds, which as of July 21, 2000 is 6.9%, plus 2.5%.

Conditions Under the Letter. Comerica will have a first position priority
lien on the Company's accounts receivable, inventory, machines and equipment,
and patents and trademarks. Comerica will also require the Company to establish
a cash collateral account. To the extent that Comerica deems the Company's
accounts receivable and inventory inadequate to secure its loan, the Company is
required to maintain 50% of any shortfall in the cash collateral account. An
amount of $0.50 for every dollar of pledged cash will be released to the Company
for every dollar reduction to the collateral shortfall.

The Company must provide annual audited and quarterly unaudited financial
statements to Comerica and must meet specified financial covenants as measured
on a quarterly basis for maximum debt to tangible net worth, minimum tangible
net worth, minimum quick ratio and minimum cash flow coverage ratio. The Company
will also be subject to standard negative covenants, including restrictions on
liens, encumbrances, loan advances, guarantees and investments; restrictions on
asset dispositions, property transfers and lease-backs; and restrictions on
mergers and consolidations, as well as standard covenants relating to pension
funding, misrepresentations and margin stock.

Other lending institutions have indicated interest in funding the Offer if
Comerica does not complete the transaction. However, the Company has not secured
any commitments from such other institutions and there can be no assurance that
the Company would be successful in securing other funding. The Company is
prepared to fund up to $457,982 of the required amount to complete the Offer
from its general corporate funds.

The Company intends to repay borrowed funds with funds generated in the
ordinary course of business.

10. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; TERMINATION OF REGISTRATION
UNDER THE
EXCHANGE ACT.

The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise be traded publicly and will reduce the
number of stockholders. The Company has filed the appropriate paperwork with the
Commission in order to terminate registration of the Shares under the Exchange
Act. The termination of the registration of the Shares under the Exchange Act
will substantially reduce the information required to be furnished by the
Company to holders of Shares and to the Commission and will make certain
provisions of the Exchange Act, such as the short-swing profit recovery
provisions of Section 16(b), the requirements of furnishing a proxy statement in
connection with stockholders meetings, and the filing of annual and quarterly
reports, no longer applicable to the Shares. In addition, "affiliates" of the
Company and persons holding "restricted securities" of the Company may be
deprived of the ability to dispose of such securities pursuant to Rule 144 under
the Securities Act of 1933, as amended. Shortly after the Company's filing with
the Commission to terminate registration, NASDAQ will take steps to delist the
Shares from its SmallCap Market. After the Shares are delisted, they may only be
traded in the "Pink Sheets," where trading is limited and sporadic.

26
<PAGE> 35

The Company will retire Shares that it acquires pursuant to the Offer.

11. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS; NO APPRAISAL RIGHTS.

The Company is not aware of any license or regulatory permit that appears
to be material to its business that might be adversely affected by its
acquisition of Shares as contemplated in the Offer or of any approval or other
action by any government or governmental, administrative or regulatory authority
or agency, domestic or foreign, that would be required for the Company's
acquisition or ownership of Shares pursuant to the Offer. Should any such
approval or other action be required, the Company currently contemplates that it
will seek such approval or other action. The Company cannot predict whether it
may determine that it is required to delay the acceptance for payment of, or
payment for, Shares tendered pursuant to the Offer pending the outcome of any
such matter. There can be no assurance that any such approval or other action,
if needed, would be obtained or would be obtained without substantial conditions
or that the failure to obtain any such approval or other action might not result
in adverse consequences to the Company's business. The Company intends to make
all required filings under the Exchange Act. The Company's obligation under the
Offer to accept for payment, or make payment for, Shares is subject to certain
conditions. See "The Offer -- Section 5. Certain Conditions of the Offer."

12. FEES AND EXPENSES; PERSONS RETAINED AND COMPENSATED.

The Company has retained the U.S. Stock Transfer Corporation to act as
Depositary. The Company may retain an Information Agent to contact stockholders
by mail, telephone, facsimile transmission and personal interviews and to
request brokers, dealers and other nominee stockholders to forward materials
relating to the Offer to beneficial owners. The Depositary will receive
reasonable and customary compensation for its services as such, will be
reimbursed by the Company for certain reasonable out-of-pocket expenses and will
be indemnified against certain liabilities in connection with the Offer,
including certain liabilities under the federal securities laws. The Depositary
has not been retained to make solicitations or recommendations in connection
with the Offer.

The Company has retained FMV Opinions, Inc. to provide an appraisal of the
price at which the Shares will be purchased and to render an opinion on the
fairness of the transaction from a financial point of view. The Company has
agreed to pay FMV Opinions, Inc. a fee of $42,000 plus reasonable out-of-pocket
expenses for these services.

The Company has retained Andover Associates, L.L.C., to render various
investment banking, funding and advisory services to the Company. The Company
will pay Andover Associates, L.L.C. a fee of $150,000.

Certain directors or executive officers of the Company may, from time to
time, contact stockholders to provide them with information regarding the Offer.
Such directors and executive officers will not make any recommendation to any
stockholder as to whether to tender all or any Shares and will not solicit the
tender of any Shares. The Company will not compensate any director or executive
officer for these services.

The Company will not pay any solicitation fees or commissions to any
broker, dealer, bank, trust company or other person for any Shares purchased in
connection with the Offer. The Company will, however, reimburse such persons for
customary handling and mailing expenses incurred in connection with the Offer.

The Company will pay all stock transfer taxes, if any, payable on account
of the acquisition of the Shares by the Company pursuant to the Offer, except in
certain circumstances where special payment or delivery procedures are utilized
pursuant to Instruction 6 of the Letter of Transmittal or where brokers charge
fees to beneficial owners for whom they hold Shares.

27
<PAGE> 36

Fees and expenses to be incurred by the Company in connection with the
Offer, are estimated as follows:

<TABLE>
<S> <C>
Financial Advisory and Appraisal Fees..................... $200,000
Accounting Fees........................................... 23,000
Legal Fees................................................ 81,500
Banking Fees.............................................. 20,000
Printing.................................................. 6,000
Stock Transfer Expenses................................... 4,500
Filing Fees............................................... 2,000
Miscellaneous............................................. 6,000
--------
Total........................................... $343,000
========
</TABLE>

13. MISCELLANEOUS.

The Company is not aware of any jurisdiction where the making of the Offer
is not in compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer is not in compliance with any valid
applicable law, the Company will make a good faith effort to comply with such
law. If, after such good faith effort, the Company cannot comply with such law,
the Offer will not be made to (nor will tenders be accepted from or on behalf
of) the holders of Shares residing in such jurisdiction. In any jurisdiction the
securities or blue sky laws of which require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on the Company's behalf
by one or more registered brokers or dealers licensed under the laws of such
jurisdiction.

Pursuant to Rule 13e-3 and Rule 13e-4 of the General Rules and Regulations
under the Exchange Act, the Company has filed with the Commission a Tender Offer
Statement on Schedule TO which contains additional information with respect to
the Offer. Such Schedule TO, including the exhibits and any amendments thereto,
may be examined, and copies may be obtained, as is set forth below.

Such reports, as well as other information concerning the Company that is
filed with the Commission, may be inspected and copies may be obtained at the
Commission's Public Reference Section at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and should also be available for
inspection and copying at the regional offices of the Commission located at 7
World Trade Center, 13th Floor, New York, New York 10048, and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained by mail, upon payment of the Commission's customary
fees, from the Commission's Public Reference Section at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains
a Web site that contains reports, proxy and information statements and other
materials that are filed through the Commission's Electronic Data Gathering,
Analysis, and Retrieval system. This Web site can be accessed at
http://www.sec.gov. The Company's Schedule TO may not be available at the
Commission's regional offices.

No person has been authorized to give any information or make any
representation on behalf of the Company in connection with the Offer other than
those contained in this Offer to Purchase or in the related Letter of
Transmittal. If given or made, such information or representation must not be
relied upon as having been authorized by the Company.

MOTORVAC TECHNOLOGIES, INC.

August 3, 2000

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<PAGE> 37

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS

<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
---- --- -------------------- --------
<S> <C> <C> <C>
Grant Ferrier(1)(3).................. 38 President, Environmental Business 1998
International, Inc.
Stephen L. Greaves(2)................ 41 President and General Manager, Erin Mills 1994
International Investment Corporation
Lee W. Melody........................ 58 President and Chief Executive Officer, MotorVac 1995
Technologies, Inc.
Ronald J. Monark(1)(2)(3)............ 61 Consultant 1997
Gerald C. Quinn(1)(3)................ 51 President, The Erin Mills Investment 1992
Corporation
A. J. "Rudy" Wolf.................... 58 Group Publisher, Cygnus Business Media 1999
</TABLE>

Mr. Ferrier has been President and Chief Executive Officer of Environmental
Business International, Inc., a business research, management consulting and
publishing company serving the environmental industry, since 1988. Mr. Ferrier
also serves as Chief Executive Officer of Nutrition Business International LLC.
Mr. Ferrier holds B.S. degrees in mechanical engineering, and conservation and
resource studies from the University of California, Berkeley. Mr. Ferrier is a
citizen of the United States and his business address is 4452 Park Boulevard,
Suite 306, San Diego, California 92116.

Mr. Greaves has served as General Manager and a director of Erin Mills
International Investment Corporation, a venture capital firm, since 1993, and
was appointed President in 1997. From 1985 through 1991, Mr. Greaves held key
marketing positions with ESSO, Standard Oil's regional office in Barbados. From
1992 to 1993, he was a self-employed marketing consultant. Mr. Greaves is also a
director of HighwayMaster Communications, Inc., and several private companies.
Mr. Greaves holds a B.A. in Economics from the University of Western Ontario,
London, Canada, and an MBA in Marketing/Finance from Concordia University,
Montreal, Canada. Mr. Greaves is a citizen of Barbados and his business address
is Radley Court, Suite 200, St. Michael, Barbados, W.I.

Mr. Melody joined the Company in 1994 as Vice President -- Marketing,
assumed the position of Chief Operating Officer later that year, was appointed
President in 1995, and was appointed Chief Executive Officer in 1997. From 1993
to 1994, Mr. Melody was a principal in an automotive after-market franchise, and
from 1991 to 1993 Mr. Melody was President and CEO of McGuire Nicholas, a
consumer goods product company. Mr. Melody served in the U.S. Navy Submarine
Service from 1960 to 1966 and graduated from the Executive Program of the UCLA
Graduate School of Management in 1989. Mr. Melody is a citizen of the United
States and his business address is 1431 S. Village Way, Santa Ana, California
92705.

Mr. Monark, Chairman of the Board, is owner of Monark Group, an independent
consulting firm. In 1997 and 1998, Mr. Monark served on the Managing Committee
of Mitchell Repair Information Company LLC, a company jointly-owned by Snap-on,
Inc. and The Thomson Corporation. Mr. Monark was President and Chief Executive
Officer of Mitchell Repair Information Company throughout 1997. From 1989 to
1996, Mr. Monark was President and Chief Executive Officer of Mitchell
International, an automotive information company. Prior to 1989, Mr. Monark's
assignments included a five-year term as a consultant with McKinsey & Company.
Mr. Monark graduated Phi Beta Kappa from the College of William and Mary in
Williamsburg, Virginia, and holds an MBA from the University of Chicago. Mr.
Monark is a citizen of the United States and his business address is 442 Loma
Larga Drive, Solana Beach, California 92075.

Mr. Quinn has been President of The Erin Mills Investment Corporation, a
venture capital firm, and Executive Vice President of The Erin Mills Development
Corporation, a land development company, since 1989. Mr. Quinn is also a
director of Erin Mills International Investment Corporation, Synsorb Biotech,
Inc., a biotechnology research and development company, and eTrack
Communications, Inc., a manufacturer and distributor of cellular truck tracking
systems. Mr. Quinn is a Chartered Accountant and has a Bachelor of Science in
Chemistry. Mr. Quinn is a citizen of Canada and his business address is 7501
Keele Street, Suite 500, Concord, Ontario, Canada L4K 1Y2.

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<PAGE> 38

Mr. Wolf was founder and President of Professional Tool & Equipment News
Publishing, Inc., a group of three leading automotive and truck
business-to-business magazines, from 1990 until its sale to Cygnus Business
Media in 1999. He now serves as group publisher with Cygnus. Mr. Wolf previously
served as publisher of Tire Review and Heavy Duty Marketing Magazine before
starting his own independent representation firm in 1985, where he represented
eleven national magazines, including Motor Magazine, Modern Tire Dealer, Jobber
Retailer, Sportscar and SEMA News. Mr. Wolf has a degree in marketing from
Fairleigh Dickenson University in Teaneck, New Jersey. Mr. Wolf is a citizen of
the United States and his business address is 25401 Cabot Road, Suite 209,
Laguna Hills, California 92653.

EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Lee W. Melody........................ 58 President and Chief Executive Officer
Michael G. Arkell.................... 53 Senior Vice President -- Sales
David P. Nelson...................... 59 Vice President of Finance, Chief Financial Officer,
Treasurer and Secretary
John A. Rome......................... 61 Vice President -- Operations
Romy E. Laxamana..................... 37 Vice President -- International Sales
</TABLE>

Information regarding Mr. Melody's business experience is set forth under
"Directors."

Mr. Arkell joined the Company in 1995 and was appointed Senior Vice
President of Sales in 1999. Mr. Arkell has over 25 years of management
experience in sales and marketing in the automotive, heavy duty and industrial
industries. From 1989 through 1995, Mr. Arkell was Director, Domestic Sales for
Korody-Colyer, a manufacturer and remanufacturer of diesel internal engine
parts. Mr. Arkell holds a Bachelor of Science in Business Administration from
the University of Washington. Mr. Arkell is a citizen of the United States.

Mr. Nelson has served as Vice President of Finance, Chief Financial
Officer, Treasurer and Secretary of the Company since 1997. From 1990 to 1997,
Mr. Nelson served as Vice President of Finance of Geodynamics Corp., a
publicly-traded aerospace company which was acquired by Logicon Inc. in 1996.
Mr. Nelson holds a B.A. and M.A. degree in Economics from U.C.L.A. Mr. Nelson is
a citizen of the United States.

Mr. Rome joined the Company in 1995 as Vice President of Operations. From
1993 to 1995, Mr. Rome was an author of technical, operational and instructional
manuals, which are currently being implemented at the Company. From 1992 to
1993, he served as the Manager of Operations for Sierracin/Harrison, a
manufacturer of aerospace fasteners. From 1990 through 1992, Mr. Rome was Vice
President of Operations and Director of Quality Assurance for Robertshaw
Controls Company, a manufacturer of thermostats and gas valves for the heating
and air conditioning industries. Mr. Rome holds a Bachelor of Science degree in
Mechanical Engineering from Barrow-In-Furness of Cumbria, England. Mr. Rome is a
citizen of England.

Mr. Laxamana joined the Company in 1997 as Director of Marketing and was
appointed Vice-President of International Sales in 1998. Mr. Laxamana has over
16 years sales and marketing experience in the automotive, heavy duty and
industrial markets. From 1994 to 1996, Mr. Laxamana was Sales and Marketing
Director for Fron Corporation, an engine parts manufacturer. Prior to that, he
had various sales and marketing management responsibilities for Korody-Colyer, a
diesel engine parts manufacturer, and for Beck/Amley Worldparts, an automotive
parts manufacturer and distributor. Mr. Laxamana holds a Mechanical Engineering
degree from the University of the Philippines and a Business Management degree
from University of Phoenix. Mr. Laxamana is a citizen of the United States.

The business address of the officers listed above is 1431 S. Village Way,
Santa Ana, California 92705.

Unless otherwise indicated, no person listed above has been convicted in a
criminal proceeding or been party to a proceeding related to the state or
federal securities laws of the United States.

30
<PAGE> 39

EXHIBIT A

FAIRNESS OPINION

August 1, 2000

The Board of Directors of
MotorVac Technologies, Inc.
c/o Mr. Ron Monark, Chairman
MotorVac Technologies, Inc.
1431 S. Village Way
Santa Ana, CA 92705

Dear Board of Directors:

On behalf of the tendering shareholders, you have requested our opinion
("Opinion") as to the fairness, from a financial point of view, of a proposed
tender offer (the "Offer") by MotorVac Technologies, Inc. (the "Company") in
which the Company will offer to purchase up to 1,612,166 shares of common stock,
par value $0.01 per share (the "Shares") that are not owned by Erin Mills
International Investment Corporation or any of its directors or executive
officers, at $3.50 per Share (the "Purchase Price"). The purpose of the Offer is
to allow those stockholders desiring to receive cash for all or a portion of
their Shares an opportunity to do so at a premium over the recent trading prices
for the Shares. The Company will use available cash and debt from various
entities to fund the Offer. The Offer is contingent upon the Company obtaining
this financing.

Registration of the Shares under Section 12(g) of the Securities Exchange
Act of 1934 (the "Exchange Act") will be terminated upon application by the
Company to the Securities and Exchange Commission (the "Commission"). Since the
Company meets the requirements of the Exchange Act for deregistration, the
Company will file the appropriate paperwork with the Commission to deregister
the Shares under the Exchange Act. The Company will be delisted by NASDAQ
shortly after filing for deregistration with the Commission. After delisting by
NASDAQ, the Shares may only be quoted on the "Pink Sheets," an over-the-counter
quotation system.

FMV has conducted investigations and analyses which it considers necessary
in order to render the Opinion. In arriving at the Opinion, we have, among other
things:

1. reviewed the Company's annual reports on Form 10-KSB for its fiscal
years ended December 31, 1999, 1998, 1997 and 1996 including the
audited financial statements included therein, and the Company's
Quarterly Reports on Form 10-QSB for the fiscal quarters ended March
31, 1996 through 2000 including the unaudited financial statements
included therein;

2. reviewed certain internal financial and operating information for
activity occurring after March 31, 2000 relating to the Company,
prepared and furnished to FMV by the Company's management;

3. reviewed financial forecasts prepared by the Company's management,
updated as of June 9, 2000, for the Company for a five year period
ending December 31, 2004;

4. participated in discussions with the Company's management concerning
the operations, business strategy, current financial performance and
prospects for the Company;

5. discussed with the Company's management its view of the strategic
rationale for the Offer;

6. reviewed the recent reported closing prices and trading activity for
MotorVac common stock;

7. compared certain aspects of the Company's financial performance with
public companies deemed comparable;

8. reviewed recent equity research analyst reports covering the Company;

9. discussed the terms of the Offer with the Company, and its respective
financial and legal advisors;

31
<PAGE> 40

10. visited the Company's facilities in Santa Ana, California and, during
the course of these visits, inspected the operations of the Company;

11. examined indications of costs of equity and weighted average cost of
invested capital derived from the publicly traded comparable companies,
the CAPM Model, modified for firm size and based upon the betas of the
comparable public companies, a Build-Up Method, and data provided by
Ibbotson's Associates for cost of capital indications; and

12. conducted other financial studies, analyses and investigations as FMV
deemed appropriate for purposes of its opinion.

In connection with rendering our Opinion, we also have reviewed a number of
documents regarding the Company and the Offer, including, but not limited to:

13. the Company's Registration Statement on Form SB-2 dated April 25, 1996,
as amended;

14. the Company's Amended and Restated Certificate of Incorporation;

15. the Company's Third Amended and Restated Bylaws, as amended;

16. 1996 Stock Incentive Award Plan of the Company and amendment;

17. Form of 1996 Director Nonqualified Stock Option Agreement and
amendment;

18. Form of 1996 Employee Nonqualified Stock Option Agreement and
amendment;

19. 1996 Director Stock Plan of Registrant and amendment;

20. 1998 Employee Stock Purchase Plan and related offering document;

21. 1998 Stock Compensation Plan;

22. Supplier Purchase Agreement dated April 10, 1995, by and between the
Company and Snap-On Incorporated;

23. Exclusive Distribution Agreement dated April 10, 1995, by and between
the Registrant and Snap-On Incorporation; and

24. Employment agreements by and between the Company and Romy E. Laxamana,
Lee William Melody, David P. Nelson, John A. Rome, and Terry
Struckmeyer.

In preparing this opinion, we assumed and relied on the accuracy and
completeness of all information supplied or otherwise made available to us,
discussed with or reviewed by or for us, or publicly available, and did not
assume any responsibility for independently verifying that information nor did
we undertake an independent evaluation or appraisal of any of the Company's
assets or liabilities, nor were we furnished with any such evaluation or
appraisal. With respect to the financial forecast information furnished to or
discussed with us by the Company, we assumed that it had been reasonably
prepared and reflected the best currently available estimates and judgment of
the Company's management as to the Company's expected future financial
performance. Our opinion was necessarily based upon market, economic and other
conditions as they existed and could be evaluated on the information made
available to us as of August 1, 2000.

It is understood that this Opinion does not consider any future changes to
such conditions that may occur following the date of the Opinion, which may
affect the Company's ability to pursue its financial and strategic objectives.
This Opinion does not address the valuation or performance of the Company after
completion of the Offer, or the adequacy of the Company's capital to achieve its
plans and goals.

We have acted as a financial advisor to the Company in connection with the
Offer and will receive a fee for our service that is not contingent upon the
outcome of our service or our Opinion. We have not been asked to solicit, nor
have we solicited, any persons to invest in the Company through the Offer or
other methods. Our fee is not contingent upon completion of the Offer.

32
<PAGE> 41

On the basis of the foregoing and other factors we consider relevant, as of
the date hereof, it is our opinion that the Purchase Price is fair, from a
financial point of view, to the tendering shareholders. We express no Opinion,
however, as to the fairness of the Purchase Price to any other party.

Very truly yours,

FMV OPINIONS, INC.

33
<PAGE> 42

MOTORVAC TECHNOLOGIES, INC.
1431 S. VILLAGE WAY
SANTA ANA, CALIFORNIA 92705
P: (714) 558-4822, EXT. 118

"DEPOSITARY"

U.S. STOCK TRANSFER CORPORATION
1745 GARDENA AVENUE, SUITE 200
GLENDALE, CALIFORNIA 91204-2991
P: (818) 502-1404
F: (818) 502-1737