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          7777 Fay Avenue, Suite 200
            La Jolla, California 92037
   Phone: [858] 459.2922 / Fax: [858] 459.3776

        Last Update: November, 2001
                                     EXECUTIVE SUMMARY

Carlisle Enterprises, LLC is a uniquely qualified private equity investment firm wholly owned
and operated by its principals. During the last seven years, Carlisle has acquired a total of forty
companies involved in industrial manufacturing and related services with annual sales in
excess of $2.5 billion. The acquisitions are grouped into eleven platforms, two of which are
build-up strategies comprised of sixteen companies.

The firm’s partners provide unique operational experience and invaluable skills for improving
and growing businesses. Five of the seven full time principals of Carlisle are former chief
executive officers, presidents and/or chief financial officers of large diversified manufacturing
and service companies.

Industries targeted for acquisition include a broad array of industrial manufacturing, industrial
service and selected technology areas where the experience of the Carlisle principals can be
applied. Industries that are not of interest to the firm are consumer products, financial services,
retail and wholesale distribution, commercial computer hardware or pure software products.

Carlisle can provide up to $200 million of equity in a single transaction, and has closed
transactions involving companies with revenues ranging from $25 million to $700 million.
Candidate companies can be profitable or underperforming with annual revenues of $50
million to $1.5 billion, and are usually headquartered or have a significant sales and
manufacturing base in the United States or Canada.

Carlisle prefers to team with existing management and provides attractive performance based
equity incentives for the key members of the management team. When needed, Carlisle
principals serve as interim or permanent CEOs or CFOs. The firm has a proven track record of
working with management and owners to close transactions of any complexity in a timely

Carlisle is highly flexible in structuring transactions and has extensive experience in:

   •   Recapitalization of private companies
   •   Consolidation of a fragmented industry by acquisition
   •   Acquisition of a division or subsidiary of public companies – historically, this
       experience includes transactions with DuPont, General Motors, Allied Signal,
       Monsanto, Imperial Chemical, and WMX Technologies.

                    For additional information, please contact a principal at:

                                   7777 Fay Avenue, Suite 200
                                    La Jolla, California 92037
                            Phone: [858] 459.2922 / Fax: [858] 459.3776

                                             DAVID L. CANEDO
     Brings 30 years of general management and finance experience to Carlisle. He is currently serving as
     Chairman of Duro Industries, Inc., and formerly served as Chief Financial Officer of Fiberite, Inc., both
     Carlisle portfolio companies. Mr. Canedo also served as Vice President/General Manager of the $300
     million metal and composites bonding unit of Rohr Industries, Inc.

                                             JAMES S. CARLISLE
     For a period of 26 years, has led an acquisition investment program acquiring industrial and aerospace
     manufacturing companies, plus has executive management experience running both troubled and
     profitable companies.

                                          RICHARD W. DETWEILER
     Thirty years of experience including serving as Chairman and Chief Executive Officer of an publicly
     traded industrial and aerospace corporation and as Chief Financial Officer of Solar Turbines, a $400
     million international turbine manufacturer. In addition, he has held general management and other
     executive positions in companies including Caterpillar, Sundstrand and Navistar.

                                               DENNIS A. DUNN
     Involved in all phases of the mergers and acquisitions process since 1988, principally in industrial
     manufacturing and services. He brings to Carlisle several prior years of management consulting
     experience with McKinsey & Company, Inc., a leading worldwide consulting firm, where he served
     large U.S. and foreign corporations.

                                               PHILIP J. SAUDER
     Chairman of Alpha Technologies and Aviation Systems International (ASI), both Carlisle portfolio
     companies. Alpha is the leading manufacturer of sophisticated instruments and software which
     measure characteristics of compounded rubber and other industrial compounds. ASI is a supplier of
     aircraft spare parts to the commercial and general aviation markets worldwide. Mr. Sauder
     previously served as Vice President/General Manager of the $500 million aerospace division of Abex,
     Inc. and has substantial senior executive experience in the automotive industry.

                                             RALPH E. STEWART
     Chairman of Benetech, Inc., a Carlisle portfolio company. Benetech is the leading domestic supplier of
     dust management systems to the coal and electric utility industries. Mr. Stewart is a former President
     and Chief Executive Officer of the $800 million Pneumo Abex Corporation, and has an extensive
     background in the automotive, aerospace, industrial pump and valve industries.

                                              DALE L. ZIEGLER
     A broad-based senior executive with over 30 years of experience in industrial and aerospace/defense
     industries. He formerly served as the Chief Financial Officer of Kendro Laboratory Products, a
     Carlisle portfolio company, and as Managing Director and Chief Financial Officer of Pneumo Abex
     Corporation, an $800 million diversified manufacturing company.

Carlisle’s Limited Partners include former CEO’s of DuPont, Tenneco, and Dana Corporation. This group of
20 highly experienced business executives is more fully described in the Carlisle Limited Partners section.
These individuals broaden Carlisle’s knowledge in many industries, and their business judgment, expertise,
and contacts can be invaluable pre and post acquisition.

  TARGETED         Targets for acquisition include a broad array of businesses engaged in the manufacture of engineered
 INDUSTRIES        products and materials, selected advanced technologies, as well as service providers to industrial and
                   commercial customers. See Industry Examples below.

 CANDIDATE         Candidates include subsidiaries or divisions of public companies, privately held companies and public to
  PROFILE          private transactions. We generally take a control position, but minority equity positions are of interest in
                   certain situations.

COMPETITIVE        Carlisle prefers companies that are strongly positioned in their market segments with unrecognized and/or
  PROFILE          unrealized potential for growth, either through internal growth or add-on acquisition. We also are interested
                   in consolidating fragmented industries through acquisition.

    SIZE           We are interested in companies with annual revenues in the range of $50 million to $1.5 billion. We will
                   consider smaller companies as add-ons to portfolio companies and in selected technology investments.

 FINANCIAL         We will consider both profitable and underperforming businesses, including companies in need of
PERFORMANCE        operating or capital restructuring.

 PAYMENT           A typical transaction provides all cash consideration to sellers. We also will structure a transaction with a
  TERMS            combination of cash, notes and an earnout or similar performance incentive component.

                   Our preference is to retain existing management and provide considerable operating autonomy. We
 OPERATING         typically team with key managers and provide attractive equity incentive programs based on performance.
MANAGEMENT         If necessary, we will assume management responsibility or supplement the team from our management

 LOCATION          Carlisle prefers companies headquartered in the U.S. or Canada, but has interest in U.S. companies with
                   significant operations outside of North America.

 INDUSTRY          Examples of business entities that are engaged in the manufacture of engineered products and materials,
 EXAMPLES          selected advanced technologies or industrial services in which Carlisle has interest and expertise are as

   •   Power Systems, including internal combustion engines           •   Industrial Support Services
       and related equipment and services                             •   Defense Systems and Products
   •   Composite Materials and Structures                             •   Aircraft Components, Systems and Services
   •   Communication and Identification Products and Systems          •   Life Science and Environmental Products and Services
   •   Control Systems and Assembles                                  •   Liquid and Air Handling Equipment and Services
                                                                      •   Non-Consumer Electronics Products
   •   Specialty Chemicals, including resins, coatings and
       adhesives                                                      •   Off-Highway Machinery and Equipment
   •   Diagnostic and Process Control Products, Systems, and          •   Product Remanufacturing Services
       Services                                                       •   Specialty Metals and Alloys
   •   Electrical Products and Systems                                •   Vehicular Systems, Parts and Accessories

       In addition to the examples noted, the broad backgrounds and operating expertise of our principals cover a large
       array of other manufacturing and service enterprises that could be of interest to Carlisle Enterprises.

Carlisle's operating expertise greatly increases the probability of completing acquisitions plus enhances the
success of portfolio companies. Utilized in board and/or executive roles, our partners make key value added
contributions as required by each situation.

Executive roles may be filled by Carlisle's operating executives in portfolio companies. While our preferred
approach is to participate from an active board role, we can supplement the management team to fill a critical
need, in both interim and permanent assignments.

                                           Board of Directors
                                           Chairman (executive or non-executive)
                                           Chief Executive Officer
                                           Chief Operating Officer
                                           Chief Financial Officer

Key value added contributions made by Carlisle executives to portfolio companies include:

             Strategic Planning                                 Technology and Product Development
             Capital Structuring                                Production Rationalization
             Entrepreneurial Cultural Development               Cost Reduction Programs
             Leadership Training (Mentoring)                    Add-On Acquisitions
             Financial and Operating Controls                   Organizational Development
             Information Systems Upgrade/Replacement            Recruiting Key Management
             Market and Business Development                    Exit Planning

Examples of specific value added contributions by Carlisle Managing Directors and/or Limited Partners to
selected portfolio companies are detailed below.

           Industry expertise of Jim Ashton and Dave Canedo led to Carlisle being viewed as a strategic buyer,
           overcoming indications that ICI, parent of Fiberite, was not receptive to a financial buyer
           Ashton and Canedo used industry relationships in evaluating the industry and conducting pre-
           definitive agreement due diligence without (at seller’s request) visiting plants or meeting management
           Ashton and Canedo became full-time CEO and CFO, respectively at closing and:
                  Recruited experience managers with whom they had previously worked
                  Guided the transition to a stand-alone business, introduced an entrepreneurial culture and guided
                  the strategic planning process
                  Introduced management equity participation and incentive compensation programs
                  Established management, operations and financial planning reporting and control tools
           Fiberite was revitalized through hands-on assistance at five manufacturing plants by the new
           management team
           Canedo led in evaluating and negotiating two add-on acquisitions
           Carlisle guided and assisted in the sale process

            Wayne Hoffman introduced Carlisle to WMX, parent of Brand
            Carlisle was responsible for obtaining an exclusive period to negotiate a transaction, with closing
            occurring within 90 days of first meeting
            Dave Canedo was extensively involved in due diligence, initial organizational efforts and hiring of new
            Jim Carlisle serves as active board member and as sounding board and counsel to CEO in operations and
            potential exit strategy
            Various Carlisle limited partners introduced Brand to a domestic power company and to major foreign
            corporations instrumental in key strategic initiatives, and to potential strategic acquirers

         Concept for Linc.net brought to Carlisle by specialized intermediary that focuses on build-up strategies
         Rich Detweiler was extensively involved in researching the industry, developing the build-up case and
         selection, evaluation and due diligence on all ten acquisitions
         Detweiler served full-time in interim operating roles in Linc.net, both as CFO and COO, and:
                Recruited permanent CFO, COO and other key financial and operating executives
                Led overall development of business strategy and initial operating plans
                Directed installation and upgrade of information systems
         Detweiler serves as key advisor to institutional equity partners regarding strategy, effectiveness of
         management and business practices
         Bill Antle, who has extensive industry experience, serves as Chairman, and identified Linc.net’s CFO
         from prior personal contacts

         Rich Detweiler recognized the potential of the industry segment and along with Ralph Stewart
         developed an excellent relationship with owners that caused them to select Carlisle as the investor most
         able to assist in future growth
         Stewart, as part-time non-executive Chairman, and Dale Ziegler as active director, introduced formal
         corporate governance into Benetech
         Stewart serves as mentor to CEO and as intermediary between management and board
         Stewart guided organizational development and introduced and developed management equity and
         incentive compensation programs
         Ziegler led management through development of a strategic plan and assisted in implementing financial
         and operational performance tools into Benetech
         Carlisle assisted in due diligence and negotiation of an add-on acquisition which doubled the size of


         Carlisle was brought into the transaction by our institutional equity partner who would not proceed
         without Carlisle’s involvement because it was a difficult carve-out of an incomplete business without a
         full management team
         Ralph Stewart and Dale Ziegler became full-time CEO and CFO, respectively, at closing, and:
                Guided the transition to a stand-alone business and introduced an entrepreneurial culture to
                Introduced management equity participation and incentive compensation programs
                Installed management, operations and financial planning reporting and control tools, including
                replacing all information systems
                Guided a strategic planning process that led to the acquisition of a larger European-based
                Managed the integration of two business into a single world-wide entity, capturing the synergies
                from consolidation
                Recruited replacements for CEO and CFO
         Carlisle provided guidance for the orderly sale of Kendro to a strategic buyer

                           David Canedo, Managing Director, joined Carlisle in 1994 and has more than 30 years
                           experience in general management, finance and quality management in aerospace and
                           general manufacturing industries. He is an executive skilled in leading diverse
                           organizations in increasing bottom line results through restructuring, strategically
                           focused planning, quality improvements and proactive employee involvement. His
                           hands-on experience encompasses the entire spectrum of financial management from
                           the capital markets to cost control.
    David L. Canedo
   Managing Director

  For most of his career, Mr. Canedo served in a variety of roles with Rohr Industries, Inc., a major aerospace
  subcontractor with revenues in excess of $1.4 billion. In his last position as Vice President-General Manager of
  Rohr's Riverside, California and Hagerstown, Maryland manufacturing facilities, he led an organization of 2,600
  employees with revenues of approximately $400 million to the best results in their history, improving cost
  efficiency by over $30 million.

  Mr. Canedo is currently serving as Chairman and previously served as Chief Executive Officer of Duro
  Industries, a Carlisle Enterprises portfolio company. Prior to his involvement with Duro he was the Chief
  Financial Officer and served on the board of Fiberite, Inc., a Carlisle Enterprises portfolio company.

                           Jim Carlisle, Chief Executive Officer and a founder of Carlisle Enterprises in 1990, has
                           over 30 years of experience in mergers and acquisitions, primarily focused in the
                           industrial manufacturing and aerospace sectors. His experience also includes serving as
                           President and/or Chief Executive Officer of several companies that he has acquired.
                           Since 1975 Mr. Carlisle has acquired companies for himself and investor partners. In the
                           first ten years of his acquisition program, Mr. Carlisle was responsible for locating,
                           evaluating and valuing all of the companies he acquired as well as handling acquisition
   James S. Carlisle       negotiations and the raising of the equity and debt capital. In addition, he was
        CEO                responsible for the sale of these companies.

  Prior to 1975, Mr. Carlisle managed an automotive manufacturing, engineering and testing company, which he
  brought from losses to substantial profitability and then assisted in its sale. In addition, he was involved with the
  simultaneous turnaround of four subsidiaries of Armco Steel and assisted with many acquisitions for Whittaker

  Mr. Carlisle currently serves on the board of Brand Services, Inc. He formerly served on the boards of Fiberite,
  Sorvall Products (predecessor to Kendro Laboratory Products), Garrett Aviation Services (all current or former
  Carlisle Enterprises portfolio companies), as well as Chairman of the Board of Fourth Generation Technology, Inc.

                             Rich Detweiler, Managing Director, joined Carlisle in 1996, and brings 30 years
                             experience in general management, manufacturing and finance in an unusually diverse
                             array of product technologies, service industries and global environments. As Chairman
                             and Chief Executive Officer of Precision Aerotech, Inc. from 1990 to 1996, Mr. Detweiler
                             completed a complicated restructuring and turnaround of a diversified, publicly traded,
                             manufactured products company. While profit improvement, cash flow, asset
                             utilization, consolidation, and debt restructuring initiatives were being implemented,
                             Mr. Detweiler developed and successfully put in place business diversification
 Richard W. Detweiler        strategies that led to a doubling of sales over a three-year period.
  Managing Director

In 1982, while directing product manufacturing operations for Caterpillar's Solar Turbines, Inc., industrial power
systems business, Mr. Detweiler was asked to assume overall general management responsibility to turn around its
aerospace gas turbine systems division. As a result of improvements in profitability, return on assets, meeting
customer commitments and a three-fold increase in sales to $120 million, Sundstrand Corporation acquired the
division and incentivised Mr. Detweiler to continue with the business. Mr. Detweiler's senior manufacturing
responsibilities followed his extensive experience in finance and planning as the Chief Financial Officer of the $400
million Solar Turbines business.

 Mr. Detweiler recently served as interim Chief Operating Officer of Linc.net, a Carlisle Enterprises portfolio
 company, formed to execute a build up via acquisition of the premier supplier of communication infrastructure
 services. He currently serves on the boards of Linc.net and Precision Partners, both Carlisle Enterprises portfolio
 companies, and as a Director of Treesource Industries, Inc. He has previously served as a Director of Precision
 Aerotech, Inc., and various foreign subsidiaries and joint ventures of Caterpillar, Sundstrand and Navistar.

                            Dennis Dunn, Managing Director, began his career in acquisitions in 1988, and joined
                            Carlisle in 1992. Prior to joining Carlisle, Mr. Dunn led acquisitions in industrial
                            manufacturing and distribution segments, developing a portfolio of leading companies
                            in truck body and accessories manufacturing, steel distribution, specialty metal alloy
                            investment casting and machining, and floor coverings manufacturing and distribution.
                            His responsibilities included structuring and negotiating purchase agreements;
                            conducting market, competitive and economic analysis; performing due diligence; and
                            negotiating loan agreements and closing documentation. He also held principal
   Dennis A. Dunn           responsibility for all marketing and acquisition candidate generation efforts.
   Managing Director

 Prior to his acquisitions experience, Mr. Dunn worked with McKinsey & Company, an international general
 management consulting firm. Mr. Dunn contributed to a number of strategic management, marketing,
 organizational, and internal efficiency improvement engagements while at McKinsey, building the competitive
 positions and profitability of Fortune 100 companies and their subsidiaries.

 Mr. Dunn began his professional career with Conoco Inc., a DuPont subsidiary, in the company's domestic oil and
 gas exploration division. He holds a B.S. in Administrative Science from Yale University and an M.B.A. from The
 Graduate School of Business at Stanford University. Mr. Dunn is actively involved in all phases of Carlisle's
 acquisition program, including acquisition candidate development, industry and financial analysis, transaction
 structuring and closing activities. He also serves on the boards of Alpha Technologies and Aviation Systems
 International, both Carlisle Enterprises portfolio companies.

                           Dale Ziegler, Managing Director who joined Carlisle in 1993, is a broad-based business
                           generalist with over 30 years of experience in a wide variety of businesses with
                           emphasis in companies manufacturing engineered products serving industrial and
                           aerospace industries. Mr. Ziegler has extensive experience as a senior financial
                           executive, and possesses particular expertise in operationally oriented techniques and
                           controls from the general management perspective, including profit improvement/cost
                           reduction actions, cash flow management and asset management. His extensive
  Dale L. Ziegler          experience in problem-solving environments includes business evaluation, planning
 Managing Director         and strategy formulation, crisis management, restructuring and product line/facility
                           pruning. Mr. Ziegler also is experienced and knowledgeable in all aspects of both buyer
                           and seller sides of acquisition and divestiture transactions.

  For 15 years prior to joining Carlisle, Mr. Ziegler held a variety of positions with Abex, Inc. (and predecessors),
  most recently as Chief Financial Officer of Pneumo Abex Corporation, an $800 million corporate-sponsored LBO
  consisting of five operating units serving the aerospace and industrial markets. Previously, Mr. Ziegler was one of
  the original Managing Directors of The Henley Group when it was spun-off from Allied-Signal. In earlier years,
  Mr. Ziegler held a variety of executive financial positions with The Signal Companies and Wheelabrator-Frye,
  both also predecessors of Abex, Inc.

  Prior to joining a predecessor of Abex in 1978, Mr. Ziegler was employed from 1972 to 1978 by Rockwell
  International in various assignments in automotive and industrial manufacturing business units and in their
  corporate finance staff. Mr. Ziegler began his career with LTV Steel from 1968 to 1972.

  Mr. Ziegler currently serves on the board of Benetech, Inc. and formerly served as a Director of Kendro
  Laboratory Products, both Carlisle Enterprises portfolio companies. Until 1999, he served as Chief Financial
  Officer of Sorvall following its acquisition from DuPont and during the merger with Heraeus Instrument Group
  to form Kendro. Previously, Mr. Ziegler served as Director, Vice President and Chief Financial Officer of Garrett
  Aviation Services, a Carlisle Enterprises portfolio company until its sale in 1996.

  William Antle is the former Chairman, President and Chief Executive Officer of Oak Industries Inc., a leading
  manufacturer of highly engineered components for the communications industries. Prior to serving at Oak
  Industries, Mr. Antle was Executive Vice President at Bain and Company, an international strategic consulting firm,
  where he held administrative responsibility for one of the five operating groups which ran Bain and Company's
  North American consulting practice. He also served as General Manager of a four-plant complex in the U.K. for
  Cummins Engine Company, the largest independent manufacturer of diesel engines. Currently, Mr. Antle serves as
  Chairman of Linc.net, a Carlisle Enterprises portfolio company, and on the boards of ESCO Electronics Corporation,
  GenRad Inc., Nvest Companies, L.P., and John J. Harland Company.

  Dr. Ashton was formerly Chief Executive Officer of Precision Partners, a Carlisle Enterprises portfolio company.
  Precision Partners was formed through a build-up strategy to create a world-class supplier of outsourced precision
  machined and fabricated metal parts for original equipment manufacturers. Dr. Ashton also served as Chief
  Executive Officer of Fiberite, Inc., a Carlisle Enterprises portfolio company and a $270 million leader in the
  manufacture of advanced composite materials. A former Vice President and General Manager of the $350 million
  Armament Systems Division of FMC Corporation, a manufacturer of large automated cannon and missile launching
  systems, Dr. Ashton also served as Vice President and General Manager of the HDS Division of Schlumberger, a $160
  million manufacturer of instruments, trucks and computers utilized in oil well logging and service. Dr. Ashton is a
  former Chairman of the Committee of the Machine Tool Industry for the National Research Council.

  Currently President of Signal Ventures, a private investment firm specializing in high growth manufacturing
  companies, Mr. Derbes was formerly President of Allied Signal International, a $12 billion manufacturer of
  automotive and aerospace products and engineered materials. He previously held the position of President of The
  Signal Companies, Inc., a diversified business with $4 billion of revenues in aerospace, electronics and engineering.
  Mr. Derbes was a recent director of Oak Industries, Inc. and currently serves on the boards of WD-40 Company and
  Sempra Energy and its subsidiaries, San Diego Gas & Electric, Southern California Gas Company and Pacific

  As former President of Allegheny Teledyne's Aerospace, Electronics and Specialty Metals segment, Mr. Drake was
  responsible for eight manufacturing companies with sales of $1.5 billion. He also held several other senior operating
  management positions at Teledyne, Inc. Prior to joining Teledyne, Mr. Drake served for ten years in a number of
  management positions in engineering, operations, and new business development at the Autonetics Division of
  Rockwell International. He won a presidential appointment as a White House Fellow and served as the Special
  Assistant to the Vice President of the United States.

  Dr. Glancy is the current Executive Chairman of ANX e-Business Corp., a high-performance global e-business
  infrastructure company and subsidiary of Science Applications International Corporation (SAIC). SAIC has current
  annual revenues of $6 billion and provides information technology, systems integration and e-business solutions
  worldwide. Formerly, Dr. Glancy was Corporate Executive Vice President for SAIC's $2.6 billion Commercial and
  International Business, and he led SAIC's integration of Telcordia, Inc. (formerly part of Bell Labs), one of the world's
  largest telecommunications engineering and consulting companies. Dr. Glancy served as the CEO of Telcordia
  immediately following its acquisition in 1997, managed the creation and spinout of Tellium, an optical networking
  equipment company, and led SAIC's 1994 purchase and eventual spinout of Network Solutions, Inc., the primary
  manager of Internet domain names. Under Dr. Glancy's leadership, SAIC extended its reach outside the U.S. with
  partnerships such as the formation of INTesa, a joint venture between SAIC and Petroleos de Venezuela, S.A. He also
  led the formation of the turbine engine information management company DS&S, a joint venture between SAIC and
  Rolls Royce, and the investments in Tecsi and Danet, French and German telecommunications software companies.
  Prior to running SAIC's Commercial and International business, he managed the company's Technology Sector that
  developed advanced composite materials, instrumentation and control systems, renewable energy systems and
  intelligent transportation systems.

   Mr. Hoffman is the former Chairman and Chief Executive Officer of Flying Tiger Line, Inc. and Tiger International,
   Inc., the international air cargo and transport company. During Mr. Hoffman's 19 years at Flying Tiger, the company
   grew to $2.5 billion in revenues and was sold to Federal Express in the late 1980s. Prior to Flying Tiger, Mr. Hoffman
   served as Chairman of the Board of the New York Central Transportation Company, and in other executive roles
   with the New York Central Railroad Co. and the Illinois Central Railroad. Mr. Hoffman also co-founded the
   Hungry Tiger chain of restaurants located throughout the western United States.

   As former Executive Vice President, Law and Corporate Administration, and Secretary of Raytheon Company, Mr.
   Hoffmann played a leading role in a number of significant acquisitions and divestitures, including Raytheon's
   acquisitions of the Hawker Aircraft line from British Aerospace, E-Systems, the Defense Business of Texas
   Instruments, and Hughes Aircraft Company. Prior to Raytheon, Mr. Hoffmann was Senior Vice President, Secretary
   and General Counsel for Pneumo Abex Corporation, and Staff Attorney and Assistant General Counsel for Textron,
   Inc. Mr. Hoffman is a member of the American, Massachusetts, and Rhode Island Bar Associations, and The
   Association of General Counsel. He is a Director of the New England Legal Foundation and Associated Industries of

   Mr. Krol recently retired as Chairman and Chief Executive Officer of DuPont, a $45 billion research and technology-
   based global chemical and energy company offering high-performance products based on chemicals, polymers, fibers
   and petroleum. After joining DuPont in 1963, Mr. Krol held various marketing and manufacturing positions in
   DuPont Fibers until being named Vice President in 1983. In 1986, he joined DuPont Agricultural Products and served
   as Senior Vice President until being named Senior Vice President of DuPont Fibers in 1990. In 1992, Mr. Krol was
   elected Vice Chairman, was named President and Chief Executive Officer in 1995, and became Chairman and Chief
   Executive Officer in 1997. He is a board member of the Mead Corporation, Armstrong World Industries, Inc.,
   Milliken & Company, and Molecular Circuitry, Inc., and he is on the Advisory Boards of Teijin Limited and the
   Bechtel Corporation. Mr. Krol was a member of the U.S. Business Roundtable, The Business Council, the National
   Association of Manufacturers, the Executive Committees of the Delaware Business Roundtable and the
   Business/Public Education Council

   Dana G. Mead recently retired as Chairman and Chief Executive Officer of the $7 billion global manufacturer,
   Tenneco Inc., and of the two successor companies of the Tenneco conglomerate, Tenneco Automotive Inc., a
   producer of automotive parts, ride control products and exhaust systems, and Pactiv Corporation, a leading
   packaging company. Mr. Mead served as Chairman and Chief Executive Officer from 1994 to 1999, and as President
   and Chief Operating Officer from 1992 to 1994. He was Chairman and Chief Executive Officer of Case Corporation,
   and Chairman of Albright & Wilson Chemicals and Newport News Shipbuilding Inc., both Tenneco subsidiaries.
   Mr. Mead served in various executive positions, including Executive Vice President and Director of International
   Paper, last serving as Executive Vice President of the pulp and paper sector. Mr. Mead served in the White House
   from 1970-1974 as a White House Fellow and as Associate and Deputy Director of the Domestic Council. Mr. Mead
   currently serves on the boards of Pfizer Inc., Zurich Financial Services, and TaskPoint.com. He is past Chairman of
   the Business Roundtable, the U.S. delegation of the Transatlantic Business Dialogue and is a past Chairman and
   former Director of the National Association of Manufacturers. Currently, he is Chairman of the Business Advisory
   Council for United Nations Office for Project Services.

   Mr. Morcott recently retired as Chairman and Chief Executive Officer of Dana Corporation, a $13 billion, 50,000-
   employee, Fortune 500 company that manufactures vehicular and industrial components in 30 countries. Mr. Morcott
   started with Dana Corporation in 1963, was appointed President of Dana's North American operations in 1984, and
   became Chairman and Chief Executive Officer of Dana Corp. in 1989. Mr. Morcott was a member of The U.S. Business
   Roundtable, the Ohio Business Roundtable and the U.S.- Japan Business Council, Inc. He also served as Chairman of
   the Board of Trustees of the Manufacturers Alliance. His board positions include CSX Corporation, Phelps Dodge
   Corporation, Johnson Controls, Inc. and Navistar.

   Mr. Naimoli is currently Managing General Partner/Chief Executive Officer of the Tampa Bay Devil Rays, a major
   league baseball expansion franchise that began league play in 1998. He was a founder and former Chairman,
   President and Chief Executive Officer of Anchor Glass Container Corporation, which was purchased in a divestiture
   from Anchor Hocking Corporation, a leading manufacturer of glass containers for beer, food, soft drinks, toiletries
   and cosmetics. Mr. Naimoli grew Anchor Glass from $240 million to a NYSE-listed company with sales of over $1
   billion. He also served as President and Chief Executive Officer of Lancaster Capital Corporation, a large private
   acquisition fund whose investors included a distinguished group of present and former CEOs of major corporations.
   Among Mr. Naimoli's other achievements are serving as Chairman and Chief Executive Officer in the turnarounds of
   Electrolux Corporation, Regina Company, Doehler-Jarvis Corporation, Harvard Industries, Ladish Co. (Chairman)
   and serving on the board of National Gypsum Company. He is a current Director of Simplicity Pattern Co., Inc.,
   Russell Stanley Corp. and Florida Progress Corp.

   Ralph E. Reins is the current Chief Executive Officer of Qualitor, Inc., a leading supplier of aftermarket and original
   equipment parts to the automotive and heavy-duty truck industries. He is the former President and Chief Executive
   Officer of AP Parts International, a $400 million major supplier of exhaust systems to the automotive original
   equipment manufacture and aftermarket industries, in the United States and foreign countries. Mr. Reins was
   Executive Vice President of AlliedSignal, Inc. and President of AlliedSignal Automotive, a $5 billion manufacturer of
   automotive parts and accessories, where he held direct responsibility for a worldwide enterprise with 33,500
   employees in 15 countries. He is the former President of United Technologies Automotive, a $2.4 billion automotive
   component business, and Chairman, Chief Executive Officer and President of Mack Truck, a manufacturer of class 7
   and 8 heavy duty trucks with sales of $2 billion. Mr. Reins previously was Senior Vice President of ITT Corp. and
   President and Chief Executive Officer of ITT-Automotive, a $2.9 billion automotive components business. Earlier, Mr.
   Reins held management positions with Rockwell International and General Motors' Chevrolet Motor Division.

   Currently Corporate Executive Vice President and former Chief Financial Officer of Science Applications
   International Corporation (SAIC), a diversified technology services company with annual revenues of $6 billion. Mr.
   Roper is responsible for all financial functions with emphasis on acquisitions, venture investing and strategic
   development activities. He led SAIC's purchase of Telcordia, Inc. (formerly Bellcore), one of the world's largest
   telecommunications software and consulting companies, and also the creation and spinout of Tellium, an optical
   networking equipment company. He also led SAIC's purchase and eventual spinout of Network Solutions, Inc., the
   primary registry of Internet domain names. He manages SAIC's mergers and acquisitions and, as Chairman of SAIC
   Venture Capital Corporation, also manages venture capital investment activities for strategic growth and business
   development initiatives. SAIC VCC currently has investments in more than 30 early stage technology companies and
   assets valued at more than $2 billion. Mr. Roper previously served as Executive Vice President and Chief Financial
   Officer of Intelogic Trace, Inc., a NYSE-listed nationwide computer support organization. Mr. Roper formerly served
   in several capacities with Bell & Howell Company, including Corporate Vice President and Treasurer. He was
   involved in numerous strategic acquisitions and divestitures, as well as the initial public offering of a subsidiary, and
   the company's first public debt offerings.

   Mr. Sauder has been actively participating in Carlisle's acquisition program on a full-time basis since 1994. He
   currently is Chairman of Alpha Technologies as well as Aviation Systems International (ASI), both Carlisle
   Enterprises portfolio companies. Alpha is a manufacturer of sophisticated instruments and software which measure
   and test cure characteristics of compounded rubber and other industrial compounds. ASI is a rapidly growing
   supplier of spare aircraft parts to commercial and general aviation markets worldwide. Mr. Sauder formerly served
   as Vice President and General Manager of the Aerospace Division of Abex Inc., a $500 million manufacturer of flight
   and engine control systems; hydraulic pumps, motors and servo valves; automotive friction material and airport
   boarding bridges. Other previous positions include President and General Manager of Cleveland Pneumatic
   Company, a $275 million company involved in the manufacture and overhaul of aircraft landing gear for commercial
   and military customers; General Manager of the PTC Aerospace Division of Pullman Inc., a $75 million manufacturer
   of commercial aircraft seating; and Vice President, Operations for Trailmobile, Inc., a manufacturer of over-the-road

   Mr. Sissel is Chairman and former Chief Executive Officer of Ball Corporation and Chairman of Ball Aerospace &
   Technologies Corp. Ball Corporation, a $2.9 billion NYSE company, is comprised of two segments: packaging, and
   aerospace and technologies. He led the acquisition of Reynolds Metal Company's metal container business, and
   initiated a new business segment in plastic beverage bottles, helping to grow Ball into what is now the largest
   producer of metal beverage cans in North America. Business areas of Ball Aerospace & Technologies include civil
   space systems, commercial space operations, defense systems, systems engineering operations, advanced antennas
   and video systems, and communication and video products. Educated as an electrical engineer, Mr. Sissel
   subsequently received his Juris Doctorate and worked as an attorney prior to joining Ball in 1970. Mr. Sissel joined
   Ball as Group Counsel and over the course of his 30-year career there served as General Counsel, Corporate
   Secretary, Senior Vice President and President.

   Mr. Stewart has been actively participating in Carlisle's acquisition program since 1994. He currently serves as
   Chairman of Benetech, a Carlisle Enterprises portfolio company and a leading supplier of dust management systems
   to the coal and electric utility industries. He formerly was the Chief Executive Officer of another Carlisle Enterprises
   portfolio company, Kendro Laboratory Products, L.P., a $200 million major manufacturer of laboratory equipment for
   the life sciences industry. Mr. Stewart also served as President and Chief Operating Officer of Abex, Inc., and
   President and Chief Executive Officer of Pneumo Abex Corp., an $800 million manufacturer of landing gear, flight
   and engine control systems; hydraulic pumps, motors and servo valves; as well as automotive friction material and
   airport boarding bridges. Prior to Pneumo Abex, Mr. Stewart was Group Vice President of Operations for Pullman
   Inc. and President of Trailmobile, Inc. His industry knowledge and experience also encompass manufacturing in the
   fields of truck trailers, solid waste material handling equipment, automotive stamping, and industrial and
   transportation hose and couplings.

   Dr. J. Stark Thompson recently retired after 12 years as President and Chief Executive Officer of Life Technologies,
   Inc. (LTI), a company with annual revenue of $364 million that manufactures and supplies products used in life
   sciences research and commercial manufacture of genetically engineered products. Prior to LTI, Dr. Thompson
   served for 21 years with DuPont where he most recently served as Director of its $300 million Diagnostics Systems
   Division. He has had extensive experience with DuPont in sales and marketing, both in the U.S. and Europe, as well
   as in diagnostics, biotechnology and health care business planning. Dr. Thompson is Chair of the University of
   Maryland Biotechnology Institute's Board of Visitors, and is a member of the Board of Directors of The University of
   Maryland Foundation, Inc.; The Johns Hopkins University Advisory Board; the Board of Directors of the High
   Technology Council of Maryland; the Board of Trustees of Muskingum College; the Association of Clinical Chemists;
   and the American Chemical Society. He previously was a member of the Board of Kendro Laboratory Products, L.P.,
   a Carlisle Enterprises portfolio company.

   A former Managing Director and founder of Carlisle Enterprises, Mr. Todd has over 40 years experience in general
   corporate management and engineering in domestic and international industrial, aerospace/defense and commercial
   industries. This experience includes managing turnarounds of several major industrial and aerospace subsidiaries
   including two NYSE companies. Mr. Todd served ten years as Chairman, President and Chief Executive Officer of
   Rohr Industries, Inc., a $1.4 billion commercial/defense aerospace manufacturing company. Prior to joining Rohr,
   Mr. Todd was Chairman, President and Chief Executive Officer of The L.E. Myers Co., a $170 million NYSE electrical
   transmission and distribution construction firm, and served as Chairman of L.E. Myers International. Previously, Mr.
   Todd served for 30 years with Rockwell International Corp. In his final position as Vice President, Operations, for
   Rockwell, he directed the operations of seven separate space and airframe manufacturing businesses that included
   the Space Shuttle, B-1 bomber, Saberliner, and other commercial aircraft programs. Other assignments with Rockwell
   included serving as President of the Tulsa Aircraft Division, the Textile Machinery Group, and the Industrial &
   Marine Group. Mr. Todd currently serves as an advisor to the Board of Directors of Duro, a Carlisle Enterprises
   portfolio company. He recently served as a member of the Board of Pacific Scientific Company, Helmerich & Payne,
   Inc., and Garrett Aviation Services, a former Carlisle Enterprises portfolio company.

  Mr. Womack is current Chairman of Precision Partners, a Carlisle Enterprises portfolio company, formed through a
  build-up strategy to create a world-class supplier of outsourced precision machined and fabricated metal parts to
  original equipment manufacturers. He recently retired as Chairman and Chief Executive Officer of USI Bath and
  Plumbing Products, a $1.3 billion diversified manufacturer of plumbing, bath and HVAC products sold under such
  brands as Jacuzzi, Eljer, Zurn, US Brass and Selkirk. As former Chairman and Chief Executive Officer of Zurn
  Industries, an $800 million diversified manufacturing and engineering construction company serving the non-
  residential construction and power generation industries, Mr. Womack led Zurn's major complementary acquisitions
  of Eljer Industries, Sanitary-Dash and a merger with U.S. Industries. He is the former Vice Chairman, Chief Executive
  Officer and Director of IMO Industries, a $1 billion NYSE-listed manufacturer of analytical and optical instruments,
  and electronic and mechanical controls, and previously served as President and Chief Operating Officer of the $950
  million Controls Division of Siebe plc. Mr. Womack is a former Partner at the international management-consulting
  firm of McKinsey & Company, where he served for 12 years advising major domestic and international corporations.
                                            PLATFORM ACQUISITIONS
      Combined revenues of the acquired platform companies described below are in excess of $2.5 billion.

Linc.net has annual sales of approximately          Brand Services, Inc., with annual revenues          Precision Partners, with annual sales of
$550 million, and was formed to execute a           of approximately $280 million, is the largest       approximately $200 million, was formed to
build-up strategy via acquisition.      Its         domestic provider of industrial scaffolding         lead a consolidation acquisition program
objective is to build the premier industry          rental, erection and dismantlement services,        targeting the metal and specialty metal
supplier of communication infrastructure            primarily in the refinery, chemical and             alloy precision parts machining and
services.                                           utility industries.                                 fabricating industry.
             www.lincnetinc.com                                 www.brandscaffold.com                           www.precisionpartnersinc.com

                                                    Aviation Systems International, Inc. is a           Alpha Technologies, the former Rubber
Duro    is   the   largest  independent                                                                 Instruments Division of the Monsanto
                                                    supplier of aircraft engines, engine parts,
commission dyer and finisher of broad                                                                   Company, manufactures sophisticated
                                                    and related support items, serving the
woven natural and man-made fabrics in the                                                               instruments/software that measure and
                                                    worldwide     commercial     and general
United States, with annual revenues of                                                                  test cure characteristics of compounded
                                                    aviation markets, with revenues of
approximately $200 million.
                                                    approximately $40 million.                          rubber. Annual sales are approximately
                                                                 www.asiparts.com                       $30 million. www.alpha-technologies.com

Benetech, with sales of approximately $35                                                               Fiberite, Inc., with annual revenues of $290
million, serves the coal and electric utility       Kendro Laboratory Products is a world               million, is a world leader in the
industries as the leading domestic supplier         leader in providing sample preparation              manufacture of advanced composite
of dust management systems. Benetech                solutions to the life science industry.             materials. Applications include commercial
designs, manufacturers, installs, and               Formed by the merger of Sorvall Products            and military aircraft structures, satellites,
manages systems, and provides the                   with Heraeus Instrument Group, Kendro               commercial,      industrial   and   medical
chemicals utilized by its equipment.                has annual revenues of approximately $200           products. Divested.
            www.benetechusa.com                     million. Divested.

                         Garrett Aviation Services is a $360 million
                         leading provider of heavy maintenance,                  Allison Engine Company has annual
                         overhaul and modification services for the              revenues of approximately $700 million.
                         corporate aviation and regional/commuter                Formerly a division of General Motors,
                         airline markets. Garrett Aviation is the                Allison is a major manufacturer of turbine
                         exclusive factory-sponsored service and                 engines for aerospace, industrial and
                         support for AlliedSignal engines, APU's                 marine applications, with leading market
                         and aircraft equipment. Divested.                       shares in large turboprop engines.
                                                    A CARLISLE BUILD-UP STRATEGY

                        Telpro Technologies, Inc., founded in
                        1972,      provides     telecommunication               CLS focuses on offering a full range of
                        companies with a range of communication                 services   to    the   telecommunication
                        infrastructure services, primarily serving              industry.    Services include feasibility
                        the regional Bell operating companies'                  studies, project management, surveying,
                        central offices.                                        construction, permits and inspection.

                                                      C&B Associates (C&B) is a leading national         North Shore Cable Contractors, Inc. (NSC),
                                                      provider     of   fiber    optic  network          is a leading regional provider of fiber optic
 Muller     Pribyl    (M&P)     provides              construction and maintenance services to           network construction and maintenance
 underground construction services to the             the telecommunications industry. C&B has           services to telecommunications and cable
 telecommunications industry, principally             particular expertise in the placement of           TV companies. NSC has a reputation for
 for those segments that are experiencing             fiber, directional drilling, rock cutting,         providing quality, on-time performance,
 tremendous growth.                                   plowing and conduit work.                          and is an expert in directional boring.

George M is the largest provider of                                                                      Utility Consultants, Inc. (UCI) specializes in
telecommunications and electric utility               Communicor, Inc. provides "local loop" and
                                                                                                         providing engineering and related services
network construction and maintenance                  "last mile" network infrastructure services
                                                                                                         to telecommunications, power, broadband
services in the greater Houston area, with            to the telecommunications industry, and
                                                                                                         and ITS industries throughout the
25-year relationships with two of the largest         provides a strong regional support
                                                                                                         Southeast, Northeast and on the Pacific
customers in Houston.                                 presence to other Linc.net divisions.

                       Craig Enterprises, Inc. specializes in cutting         Based in New York with operations in
                       deep-trench sites for fiber optic cable                Florida,   Felix  Industries     provides
                       installation for the telecommunications                construction, roadway/bridge, paving,
                       industry, with significant experience in "last         and mechanical services to the utility and
                       mile" work.                                            telecommunications industries.
                                                       ADD-ON ACQUISITIONS

                       Scaffold Rental & Erection (SRE) is                    Brand Scaffolding Builder, Inc. formerly
                       headquartered in Atlanta, Georgia.                     Philip Scaffold Corporation, is located in
                       Serving a broad range of customers, SRE's              Denver, Colorado. Brand Scaffolding
                       customer base adds to Brand's existing                 Builder's business scope is in erection and
                       strength in both the industrial and                    dismantling.
                       commercial market segments.

                                                   The Brook Company constructs temporary
Scaffold-Jax,    is    headquartered     in
                                                   structures and enclosures for the special
Jacksonville, Florida and has over 30 years                                                               Kwikrig, Inc. is located in Los Angeles,
                                                   events market. Focusing their marketing
experience in the scaffolding field.                                                                      California. Kwikrig is a major supplier of
                                                   efforts in the professional golf market, they
Employing a full-time professional                                                                        scaffolding to the movie production
                                                   have established a reputation as the leading
scaffold erection staff, they offer                                                                       industry, including all the scaffolding for
                                                   supplier of sophisticated structure designs
engineering     services    and    24-hour                                                                the movie "Titanic."
                                                   in use in the U.S. market.
emergency service.

                   Brown is one of the largest providers of                The recent acquisition by Brand Services,
                   temporary grandstands and bleachers to                  Inc. of Contractors Scaffolding, Inc. of
                   the special events market, with a customer              Orlando, Florida will augment Brand's
                   base that includes PGA golf, tennis, boxing             growth in the Florida market. This
                   and automotive race events, and parades.                addition will be the fourth division
                   Brown's largest single event is the annual              operating in Florida, along with Tampa,
                   Rose Bowl Parade.                                       Miami and Jacksonville.
                   r e c is io n
             a r tn e r s

                                             A CARLISLE BUILD-UP STRATEGY

                                                     Mid-State Machine Products is a leading
                                                     manufacturer of precision, high-value
                                                     added metal parts and components for the
                                                     land-based power turbine and defense
                                                     industries, and is currently the primary
                                                     supplier of inconel turbine wheels and
                                                     spacers to General Electric.

                                                                                                        Nationwide Precision Products is a leading
Galaxy supplies high precision metal                CFI is a leading designer and manufacturer          manufacturer of complex precision parts
components/assemblies to the construction           of precision-machined tooling/components            and subassemblies for various markets
equipment       and       high-performance          for the commercial and military aerospace,          including automotive, industrial machines,
automotive markets, including high-                 solid rocket and satellite industries. Boeing       appliances and refrigeration. Nationwide
tolerance engine blocks, manifold covers,           considers CFI a key supplier of high-               produces parts for popular sport utility
engine cases, and bearing caps products.            precision tooling structures for military and       vehicles and light duty trucks.
                                                    commercial aerospace applications.

                   Gillette Machine & Tool Company, Inc.
                   manufacturers high-quality, tight tolerance,
                                                                           General Automation leads the automotive
                   precision-machined    components        and
                                                                           and medical industries in manufacturing
                   subassemblies for diverse markets such as
                                                                           high-precision screw machined parts.
                   photo processing, railroad switch and
                                                                           Many components involve moving parts
                   signal, automotive, medical diagnostic and
                                                                           and must be machined to high tolerances to
                   office imaging equipment.
                                                                           ensure safe and optimal performance.
                               ADD ON ACQUISITIONS

Handler Textile Corporation, the largest        Balson Hercules (BH) is the most significant
distributor of interlinings and specialty       supplier of woven filament fabrics for use
sewing products to the U.S. apparel             as lining in men’s and women’s tailored
industry, was acquired by Duro to form          clothing. Serving the global manufacturing
Handler Textile, a Division of Duro             industry for over 100 years, BH produces
Industries, Inc. Located in Secaucus, New       fabrics woven by such high quality weavers
Jersey, the Handler division allows Duro to     as Milliken & Co., and is the exclusive
enter the interlinings business in a            distributor of ultra high quality 100%
substantial way.                                Bemberg rayon linings.

                                                Since 1981 Amerex has manufactured,
Eclipse specializes in the development and      designed and installed air filtration, gas
marketing of integrated software solutions      cleaning and heat recovery systems, and is
for the rubber and polymer industries.          one of the largest industrial air pollution
They provide an extensive laboratory            control companies in North America.
information management system covering          Amerex successfully markets engineered
the full manufacturing process, from raw        products and turnkey applications to a
materials to final product analysis and         large variety of industries from steel,
release. Eclipse represents a critical value-   cement, and rock products to pulp, paper
added complement to Alpha Technologies.         and chemical foundries.
                                 Add On Acquisitions

Heraeus Instruments has sales of                               CARR Separations, Inc. (CARR), acquired
approximately $95 million. Acquired by                         by Kendro Laboratory Products, was
Kendro Laboratory Products from Heraeus                        founded in 1993 and is based in Franklin,
Holding, GmbH, a diversified $5 billion                        Massachusetts.        CARR          designs,
German company, Heraeus Instruments                            manufactures and markets a line of high-
specializes in the manufacture, sale and                       capacity, high-speed centrifuges used in the
servicing of laboratory equipment such as                      biotechnology,      pharmaceuticals     and
incubators,     centrifuges,    clean     air                  specialty-chemical     industries.     Their
equipment,       ovens      and     freezers.                  Powerfuge line of centrifuges is marketed
Divested.                                                      globally. Divested.

                               Fiberite, Inc acquired DuPont’s Composites
                               Materials     and    Engineering   Services
                               business, with annual revenues of
                               approximately $25 million.       Composite
                               product lines consist of the AVIMID®
                               family of high-temperature composite
                               prepregs and PEKK® thermoplastic
                               composite sheet materials. Divested.

Simmaco manufactures engineering-grade
bulk molding compounds (BMC) produced
                                                               The Jet Center is a $20 million leader in
from vinyl ester and polyester resins, and
                                                               maintenance, avionics installation and
fiberglass reinforcements. These materials
                                                               custom interior completion work for
are supplied to the transportation,
                                                               Gulfstream and large corporate jet aircraft.
electrical, appliance and construction
                                                               The company's reputation with the owners
markets in Europe, positioning Fiberite’s
                                                               of Gulfstream and other corporate aircraft
complementary       products     in    key
                                                               companies complements the core business
international markets. Divested.
                                                               of Garrett Aviation Services. Divested.

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