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Red Bluff Valuation

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					                                                              Red Bluff Construction
                                                                                        Valuation Analysis
                                                                                                 As of June 30, 2005




                                        Six Frigates Capital Advisory



                                                   NACVA # 31812




                                                      Report Date
                                                     March 1, 2008




The analysis and conclusions contained herein are based upon information supplied by sources deemed reliable. Six
Frigates Capital Advisors ("SFCA") has relied upon this information and assumed its accuracy and completeness. All
  recipients of this document hereby agree that all of the information contained herein is confidential and will be
treated by all recipients as such, and will not, without prior written consent from SFCA, disclose nor distribute such
                              information in any manner, neither directly nor indirectly.
September 30, 2005



Mr. Michael Jones
Red Bluff Construction
3 East 28th Street
Saugus, CA 78005

Dear Mr. Jones:

You have asked us to provide you with this fair market valuation of Red Bluff Construction, Inc. (the “Company” or
“Red Bluff”) as of June 30, 2005. We understand that the conclusions stated herein will be used in connection
with a possible sale of a 100% controlling interest in the company.


Our analysis of Red Bluff’s fundamental position with respect to historical financial performance, market
opportunities and risks, and the general economic climate in conjunction with the application of generally
accepted valuation methods and principles, as further described within the accompanying report, indicate an
equity value of $7,200,000. Detailed descriptions of the methodologies and assumptions are included in the
accompanying report.


Sincerely,




Six Frigates Capital Advisory
NACVA # 31812
                                                                                                                                                            Table of Contents
Executive Summary ..................................................................................................................................................................................... 4
  Engagement Overview ....................................................................................................................................................................................... 4
  Red Bluff Construction ....................................................................................................................................................................................... 4
  Scope of Analysis ............................................................................................................................................................................................... 4
  Factors Considered ............................................................................................................................................................................................ 4
  Information Utilized in the Preparation of this Report ...................................................................................................................................... 5
  Statement of Limiting Conditions ...................................................................................................................................................................... 6
  Standard of Value .............................................................................................................................................................................................. 7
  Valuation Methodologies .................................................................................................................................................................................. 7
  Overview of the Analysis ................................................................................................................................................................................... 8
  Normalizing Financial Statements.................................................................................................................................................................... 10
  Discounts and Premiums ................................................................................................................................................................................. 11
  Conclusion of Value ......................................................................................................................................................................................... 13
Overview ...................................................................................................................................................................................................14
   Industry Overview............................................................................................................................................................................................ 14
   U.S. Economic Outlook .................................................................................................................................................................................... 15
   Markets............................................................................................................................................................................................................ 15
   Products and Services ...................................................................................................................................................................................... 16
   Competition ..................................................................................................................................................................................................... 16
   Customers........................................................................................................................................................................................................ 17
   Vendors, Suppliers and Contractors ................................................................................................................................................................ 18
   Facilities and Operations ................................................................................................................................................................................. 18
   Key Management............................................................................................................................................................................................. 19
   Red Bluff Financial Summary ........................................................................................................................................................................... 22
   Financial Forecasts ........................................................................................................................................................................................... 23
   Red Bluff Key Considerations ........................................................................................................................................................................... 24
Financial Statements and Forecasts ............................................................................................................................................................25
   Historical Income Statement ........................................................................................................................................................................... 26
   Historical Balance Sheet Summary .................................................................................................................................................................. 27
   Historical Cash Flow Summary ......................................................................................................................................................................... 28
   Normalized Income Statement Summary ........................................................................................................................................................ 29
   Summary of Income Statement Adjustments .................................................................................................................................................. 30
   Adjusted Market Value Balance Sheet ............................................................................................................................................................. 31
   Key Ratio Analysis ............................................................................................................................................................................................ 32
   Ratio Analysis - Definition of Terms ................................................................................................................................................................. 33
   Income Statement Projections ........................................................................................................................................................................ 34
   Balance Sheet Projections................................................................................................................................................................................ 35
   Cash Flow Projections ...................................................................................................................................................................................... 36
   Projection Assumptions ................................................................................................................................................................................... 37
Valuation ...................................................................................................................................................................................................38
  Income Approach - Discounted Net Cash Flow ................................................................................................................................................ 39
  Cost of Capital - Net Cash Flow ........................................................................................................................................................................ 40
  Income Approach - Capitalized Net Debt Free Earnings .................................................................................................................................. 41
  Weighted Cost of Capital - Net Debt Free Earnings ......................................................................................................................................... 42
  Weighted Cost of Capital - Net Debt Free Earnings ......................................................................................................................................... 43
  Market Approach – Conclusion ........................................................................................................................................................................ 44
  Market Approach - Public Company Comparables .......................................................................................................................................... 45
  Market Approach - Public Company Comparables .......................................................................................................................................... 46
  Market Approach - Public Company Comparables .......................................................................................................................................... 47
Appendices ................................................................................................................................................................................................48
     Control Premiums - Mergerstat Review........................................................................................................................................................... 49
     Marketability Discounts - Summary of Restricted Stock Studies ...................................................................................................................... 50
     Compensation Review ..................................................................................................................................................................................... 51
     Equipment Appraisal........................................................................................................................................................................................ 52
     Facility Lease - Survey of Rents ........................................................................................................................................................................ 53
     Biography......................................................................................................................................................................................................... 54




Six Frigates Capital Advisory                                                                                                                                                                               Page 3
                                                                    Executive Summary
Engagement Overview

Six Frigates Capital Advisory (“SFCA”) was retained to provide an estimate of value for a 100% controlling equity
interest of Red Bluff Construction (the “subject company” or “the company”), beneficially owned by Michael and
Shirley Jones and their children. The company is capitalized with 55,000 shares outstanding of common stock. The
date of the valuation is June 30, 2005 (the “valuation date”). It is our understanding that the purpose of this
valuation is to provide the basis for a potential sale of the company.


Red Bluff Construction

Red Bluff Construction is an electrical contracting company founded in 1989 in Saugus, California. The company
serves the general construction markets of California and Nevada. For the most recent year ended, the company
had revenues of $7.3 million and employed 51 people. The company is a C Corporation incorporated in the State
of California and all shares of common stock are owned by Michael and Shirley Jones and their children.


Scope of Analysis

This value and report were completed in accordance with the National Association of Certified Valuation Analyst
Professional Standards for conducting and reporting business valuations. And Estimate of Value is not an Opinion
of Value and such difference may be material. Using Fair Market Value as our standard of value in this report the
analysis herein was conducted in consideration of the guidelines set forth in Revenue Ruling 59-60. The scope of
this analysis included, but was not limited to, the following: (i) discussions with Company management regarding
the Company’s history, organizational structure, products and services, markets, historical and projected financial
results, competitive positioning, economic and industry outlook, (ii) examination of available documentation
relating to the Company, its assets, operations, and financial results, (iii) an analysis of the information described
above; and (iv) preparation of valuation analysis of the Company and associated report.

Factors Considered

RR 59-60 outlines the fundamental elements analyzed in the valuation of closely held stock. This valuation
includes all such factors outlined in that ruling, including:

            The nature of the business and the history of the enterprise
            The U.S. economic outlook in general and the outlook of the specific industry, in particular
            The book value of the Company's stock and the financial condition of the business
            The Company’s earnings capacity
            The Company’s dividend-paying capacity
            Whether the business has goodwill or other intangible value
            Sales of stock and the amount of stock to be valued
            The market prices of corporations engaged in the same or similar lines of business, whose stock is
             freely traded in the open market either on an exchange or over the counter
            Restrictions or agreements that might limit the use or disposition of the property




Six Frigates Capital Advisory                                                                                 Page 4
Information Utilized in the Preparation of this Report

In determining the fair market value of Red Bluff Construction, we reviewed various financial schedules and
operating data available at the Valuation Date and interviewed management in order to assess the Company’s
historical performance, as well as to gauge its probable future performance. In addition, we reviewed various
industry and economic reports to further assess the Company’s fundamental position in the marketplace and to
measure the risks associated with its fundamental position.
Data considered and relied upon came from various sources, including but not limited to the following:

            Unaudited, internal statements for the years ending June 30, 2001 through 2005
            Schedule of shareholder compensation and perquisites
            Business Plan
            Facility Lease
            Appraisal letter for equipment and leased real estate
            Private company transaction data
            Various industry reports and articles
            Various U.S. economic reports and articles
            Site visit to facility and discussions with management regarding the company’s fundamental
             position




Six Frigates Capital Advisory                                                                            Page 5
Statement of Limiting Conditions

This report was prepared subject to the following conditions and stipulations:

       SFCA and its associates have no financial interest or contemplated financial interest in the property that
        is the subject of this report.

       Information, estimates and opinions contained in this report are obtained from sources considered
        reliable; however SFCA assumes no liability for such sources.

       The subject company warranted to SFCA that the information supplied was complete and accurate to
        the best of the subject company’s knowledge. The information supplied has been accepted without
        further verification as correctly reflecting the Company’s past operating results and current condition in
        accordance with generally accepted accounting principles unless otherwise noted.

       Possession of this report, or a copy thereof, does not carry with it the right of publication of all or part
        of it, nor may it be used for any purpose by anyone but Red Bluff Construction without the written
        consent of SFCA or Red Bluff and, in any event, only with proper attribution.

       SFCA is not required to give testimony in court, or be in attendance during hearings or dispositions, with
        reference to the property or assets being analyzed, unless previous arrangements have been made.

       The various estimates of financial information presented in this report apply to this analysis only and
        may not be used out of the context presented herein. This analysis is valid only for the date or dates
        specified herein and only for the purpose or purposes specified herein.

       The opinions rendered within this report fundamentally assume ongoing competent management of
        the subject company in future years.




Six Frigates Capital Advisory                                                                               Page 6
Standard of Value

Most everyone has a varying opinion of the value of a particular item, as the term value means different things
to different people. Indeed, it cannot be viewed in isolation, for who is buying what, where, when, why and how
has an impact on value. Therefore, there are three primary standards of value. They are:

Fair Market Value, the price at which a property would change hands between a willing buyer and a willing
seller, when the former is not under compulsion to buy and the latter is not under compulsion to sell, both
parties having reasonable knowledge of the facts. This definition assumes there are willing buyers and sellers
(the hypothetical buyer) and it should be noted that no actual purchase or sale need take place. Fair market
value is what “the market” will bear.

Fair Value, broader than a purely financial concept, fair value is a term within judicial context, and most
concerned with the concept of “equity” of a specific transaction, that is, a fair deal at a fair price.

Investment Value is the value of something to a particular buyer, taking into account revenue enhancement,
cost savings, management expertise and other investment considerations specific to that particular buyer.

For purposes of the Red Bluff valuation, that standard of value most relevant is that of fair market value. The
owners of Red Bluff are considering selling the business and seek an estimate of what the business might be
worth. While the owners are in contact with a potential buyer, no transaction is imminent.


Valuation Methodologies

There are three primary valuation methodologies, the income approach, the market approach and the cost
approach.

The Income Approach is based upon the premise that value is based upon expectations of future earnings while
accounting for the probability (risk) of realizing those expectations and the time value of money.

The Market Approach determines value by observing the value of publicly traded stocks or actual transactions
of similar companies, making allowances for differences among transactions and individual company
characteristics.

The Cost Approach considers the value of the underlying assets and liabilities, often using replacement or
liquidation values for the business’ assets and liabilities. For the purposes of this valuation, we consider the
results of this methodology to be a minimum or “floor” value.

Because Red Bluff is an ongoing business concern with established operations and consistently positive earnings,
the income approach and the market approach are most relevant in determining Red Bluff’s fair market value.




Six Frigates Capital Advisory                                                                            Page 7
Overview of the Analysis

Income Approach – We have employed several variations of the discounted cash flow (“DCF”) method in our
analysis and also the capitalized earnings method. The DCF approach estimates future cash flows and then
discounts those cash flows back at a discount rate that commensurately provides for the risk inherent in
realizing those cash flows and the time value of money.

Net free cash flow is determined by projecting both the income statement and balance sheet, in this case for a
period of five years. All earnings not needed to be retained to fund the projected balance sheet are withdrawn
from the business, thus creating dividends or cash flows.

Since forecast cash flows are projected only through a fixed period of time, it is necessary to estimate a terminal
value of the company. The terminal value is an estimation of the value of the company at a point in the future, in
this case after five years. This value is then discounted back to the present. Our analysis utilizes the Gordon
Growth Model for determining the terminal value and assumes that at that point in time the company has
reached a state of steady earnings growth. When using a terminal value, it is implied that some type of liquidity
event has taken place such as the sale of the company.

Our projections were developed based upon conversations with Red Bluff ownership and are described in the
Company Overview section of this report, with a full listing of assumptions detailed on page XX of this report.

                                      Normalized Cash Flows and Earnings
   $1,000s
                                   2005 Adj.      2006F        2007F        2008F         2009F        2010F
   Net Cash Flow                                  $1,054.8     $1,148.5     $1,359.6     $1,407.9     $1,456.3
   Net Debt Free Earnings           $1,112.0

Discount rates for equity are developed using the Capital Asset Pricing Model (“CAPM”) and Ibbotson discount
rate data. For net cash flow, a pure equity discount rate is used since the net cash flow figure already accounts
for interest payments made to debt holders and therefore, only equity holders lay claim to the forecast dividend.
Our equity discount rate reflects upward adjustments to reflect the subject company’s small size relative to the
companies from which Ibbotson discount rate data is derived and also to reflect key management dependency
(the owners) and the company’s limited geographic presence. We rewarded the company for achieving
consistent earnings and growth.

For capitalized earnings, a single earnings stream is normalized which reflects the earnings capacity of the
company and assumes a period of stabilized growth. It is necessary to convert Ibbotson equity discount rate data
(which reflects the equity return requirements for net cash flow) to meaningful rates which reflect the specific
risk of the earnings stream to which discount data is applied. Then a weighted cost of capital is developed that
reflects the cost of both debt and equity return requirements of the hypothetical buyer and the specific
company risks of Red Bluff. This rate is applied to net cash flow before principal debt and interest payments.

We have selected the following discount and capitalization rates:

                                            Red Bluff Costs of Capital
                    Cost of Capital - Net Cash Flow                                     21.0%
                    Weighted Cost of Capital - Net Debt Free Earnings                   17.6%

“Mid-year convention” is a common technique in discounting cash flows back and makes allowance for the fact
that cash flows are often received not at one point in time but throughout the year. We have not, however, used
this convention, as the owners stated to us that they commonly retain earnings during the year to fund growth.
Most often the owners provide themselves with a year-end dividend.

Six Frigates Capital Advisory                                                                              Page 8
Market Approach – The market approach to valuation employs observable evidence of actual company
transactions or share prices to derive an indication of value. The theory of the market approach is that of
substitution. One would not pay more or less than one would have to pay for an equally desirable alternative.
Most commonly, the market approach uses multiples of sales or earnings to derive either an equity value or
market value of all invested capital (“MVIC”). Since the premise of value in this report is that of fair market value,
we view data for select comparable companies on the whole (“the market”), and then apply this data to the
subject company to arrive at our conclusion. Adjustments can be made to reflect the specific risks or benefits
inherent on the subject company.

Since the valuation is for a 100% controlling interest, we have used debt free earnings numbers to arrive at our
results for a market value of invested capital and then deducted the value of the debt to arrive at an equity
value. This approach is common practice and consistent with theory, since a controlling party would have the
ability to impact the overall capital structure (debt versus equity) of the company.

We chose to use MVIC / EBITDA (earnings before interest, taxes, depreciation and amortization) for an earnings
multiple. An EBITDA multiple removes potential distortions arising from differing depreciation and amortization
policies, tax treatments and varying capital structures and may serve, loosely, as a proxy for cash flow. To arrive
at our equity value conclusion, we assumed a debt to equity ratio consistent with that of the comparable
companies chosen.

From comparable publicly traded companies we looked at residential construction companies and were pleased
with results. Red Bluff’s electrical contracting is closely tied to residential construction; margins are similar as are
debt to equity ratios to that of the residential construction industry. Our residential construction comparables
are not ideal, however, as major developers now commonly offer financial services to homebuyers. Despite this,
their profitability, capital structure and sensitivity to new housing starts parallel that of the subject company.
The electrical construction public company comparables which we reviewed had far fewer characteristics in
common with Red Bluff than residential construction, including low gross margins and net earnings margins, and
were heavily involved in power line and transformer service and power generation as opposed to Red Bluff’s
focus on residential and commercial development.

We have selected the following multiple to apply to Red Bluff’s last twelve months EBITDA:

Red Bluff Earnings MVIC / EBITDA Multiple                             6.24x

Our comparable analysis yielded an EBITDA multiple (in aggregate) of 8.9x. We have revised this multiple
downward to 6.24x to reflect the subject company’s small capitalization relative to the comparable companies,
key person dependence, geographic concentration, mindful of the company’s consistent historical earnings and
growth.

There has been consolidation within the electrical contracting industry (Emcor, Quanta and Integrated Electrical
Services), we have reviewed transaction data and believe our multiple conclusion is valid.

Asset Approach - The asset approach determines a replacement or market value of the tangible assets of the
business but excludes the intangible value of the business as an on-going earnings generating business concern.
The asset approach, while considered, does not factor into our valuation conclusion.




Six Frigates Capital Advisory                                                                                   Page 9
Normalizing Financial Statements

Valuation is concerned with market values. The purpose of normalizing financial statements is “to adjust the
financial statements of a business to more closely reflect its true economic financial position and results of
                                             1
operation on a historical and current basis” . In most cases, closely held businesses have actual asset values
which differ from those that are recorded on their financial statements.

Common normalizing adjustments include balance sheet adjustments to bring asset values to current market
values, and income statement adjustments to reflect costs and expenses a potential buyer might expect to incur.
In addition, non-operating assets, that is, assets not employed to generate earnings, are removed from forecast
statements and valued separately.

The company’s balance sheet includes several assets which are considered to be non-operating or excess assets
not used in the course of ordinary business. These are short-term investments of $779,000, and land of
$900,000. The short-term investment amount as stated on the company’s 2005 statements is significantly higher
than was actually required as a result of timing. The owner’s drew down the short-term investment balance
shortly after June 30, 2005 through a dividend. The land is an empty lot adjacent to the facility and is not needed
for the operations of the business.

Property, plant and equipment have been restated to their appraised market value of $1.36 million.

                                    Summary of Non-Operating / Excess Assets
                          $1,000s
                                                                      2004         2005
                          Short Term Investments                       $0.0      $778.5
                          Land                                       900.0        900.0
                          Total                                     $900.0     $1,678.5

We have made two adjustments to normalize the 2006 income statement. We have reduced the owner’s
salaries to market rates and also reduced Director’s fees to a level that we believe a hypothetical buyer would
incur.
                                    Summary of Income Statement Adjustments
                          $1,000s
                                                                                   2005
                          Officer's Compensation
                          Income Statement Expense                               $240.0
                          Normalized Expense                                     (158.0)
                          Adjustment Amount                                       $82.0


                          Director's Fees
                          Income Statement Expense                                $18.0
                          Normalized Expense                                      (10.5)
                          Adjustment Amount                                         $7.5




1
Business Valuations; Fundamentals, Theory and Techniques, NACVA



Six Frigates Capital Advisory                                                                             Page 10
Discounts and Premiums

Discounts and premiums applied in business valuation are the result of using “less than perfect” market data to
derive a subject company’s value. The two most often addressed investment characteristics in valuation are
those of control, or lack thereof, and those related to a lack of marketability. If the valuation approach and the
methodology utilized in a business valuation produce an estimate of value that is based on inherent ownership
and marketability attributes not characteristic in the attendant ownership interest, then the valuator must
consider adjustments necessary to produce a credible estimate of value.

Levels of Value                                          ,




                                              Controlling Interest Value

                                      Discount
                                                                        Control
                                      For Lack
                                                                       Premium
                                      of Control

                                         Marketable Minority Interest Value

                                                                     Discount For
                                                                        Lack of
                                                                     Marketability

                                       Non-marketable Minority Interest Value


Methodologies that use data from publicly traded securities inherently reflect the value of a security based upon
a non-controlling minority interest, since the individual shareholder of a publicly traded stock has little way of
affecting operational and financial/investment decision making to his benefit. Therefore, when valuing a
controlling interest, the application of a control premium is common, though not without debate. There is some
level of control embedded into a publicly traded share price, through both the possibility of legal recourse and
competitive pressures which protect a shareholder’s economic and voting rights, for example. Control benefits
include:

       Sell or liquidate the Company or its assets
       Implement strategies and negotiate a merger or acquisition
       Make distributions and determine management compensation/perquisites
       Appoint key decision makers and Board members
       Select suppliers, vendors, and subcontractors

Studies attempting to measure control premiums and marketability discounts are limited by chosen
methodologies employed in each study. For example, control premium studies which observe actual
transactions may inadvertently also be measuring strategic premiums embedded in a transaction value in
addition to a control premium. Therefore, such premiums should be applied with care and the individual
characteristics of the subject company and market data should be weighed accordingly. We have observed
Mergerstat Review control premium data (see Appendices) which, while a comprehensive ongoing study over
time, is somewhat problematic for several reasons. For example, the study includes only transactions which have
positive premiums, may include pricing in of strategic benefit to acquirers, and the control premiums are
restricted in the time horizon for which they are observed. Nonetheless, Mergerstat results are consistent with
intuition, that is, investors will pay for control and its accompanying ability to influence operating and
financial/investment considerations. Of the companies used in this analysis for determining Red Bluff’s value
through the income and market approaches, all companies are publicly traded, share price data observed
reflects predominantly small block transactions, and thus, are traded on a non-controlling basis.



Six Frigates Capital Advisory                                                                            Page 11
The historical median of annual Mergerstat Review control premiums is approximately 25%. However, when
premiums exceeding 100% (most probably strategic acquisitions) are excluded, there is a significant reduction in
the median discount.

Concluded Control Premium For Red Bluff                        15%

Investors value liquidity as there are numerous attendant risks associated with holding an interest without a
ready available market. Therefore, it is widely accepted that marketability discounts are applicable when
comparing privately-held interests to those that are publicly traded.

Holding Risks

       Uncertainty of the time horizon to complete a sale
       Costs to prepare and execute a sale
       Risk as to eventual share price
       Uncertainty as to the manner in which sale proceeds will be realized
    
                                                                                  2
        Inability to “hypothecate”, that is, borrow against future sale proceeds.

There have been a significant number of studies attempting to understand the impact of marketability discounts
(see Appendices), and these studies are varied and complex, each with limitations. Therefore, it is not acceptable
to blindly apply some marketability discount to all privately-held firms to the same degree. Consideration must
be given to the specifics at hand for the subject company relative to public company data employed.

Of the comparable companies used in this analysis for determining Red Bluff’s value through the income and
market approaches, all companies are publicly traded, all have revenues and earnings substantially greater than
Red Bluff, a potential sale of Red Bluff will undoubtedly incur expenses associated with the transaction, and the
potential pool of competitive buyers for Red Bluff is limited. Therefore we conclude a marketability discount of
25% to be appropriate.

                        Marketability Discounts - Summary of Restricted Stock Studies
                    Mean                                                               25.8%
                    Std Dev                                                             8.1%
                    Concluded Marketability Discount For Red Bluff                    25.0%




2
Valuing a Business, Fourth Edition, Shannon P. Pratt, Robert F. Reilly and Robert P. Schweihs, pg. 393.


Six Frigates Capital Advisory                                                                             Page 12
Conclusion of Value

Application of the valuation methodologies yielded the following results:

                            Correlation of Methods Before Discounts and Premiums


                       Income Approaches                                    MV Equity
                       Capitalized Debt Free Earnings                         $7,575.5
                       Discounted Net Cash Flow                               $8,064.7


                       Market Approach
                       Public Company Comparables                             $8,490.1


                       Asset Approach
                       Market Value Balance Sheet                             $4,953.4


                       Concluded Value Before Discounts and Premiums          $8,100.0

Based upon our understanding of the objective and scope of this valuation, we have determined the fair market
value for a 100% controlling interest of Red Bluff Construction to be $7,200,000 as follows:


                                                    Conclusion

         Fair Market Value of Red Bluff Construction                                       $8,100.0
         Less: Value of Non-Operating / Excess Assets                                    ($1,680.0)
         Value of Operating Interest                                                       $6,420.0
         x % Ownership                                                                      100.0%
         Fair Market Value of Interest                                                      6,420.0


         Add: Premium for Controlling Interest                                  15.0%         963.0
         Controlling, Marketable Value                                                      7,383.0
         Less: Discount for Lack of Marketability                               25.0%      (1,845.8)
         Controlling, Non-Marketable Value of Operating Interest                            5,537.3

         Add: Value of Non-Operating / Excess Assets                                        1,680.0

         Total Fair Market Value, Controlling - All Assets (Rounded)                       $7,200.0


Our conclusion gives particular weighting to the discounted cash flow approach. We believe the capitalized
earnings and market approaches support our DCF conclusion.




Six Frigates Capital Advisory                                                                          Page 13
                                                                                                 Overview
Red Bluff Construction is an electrical contracting company founded in 1989 in Saugus, California. The company
serves the general construction markets of California and Nevada, principally Southern California and Western
Nevada. For the most recent year ended, the company had revenues of $7.3 million and employed 51 people.
The company was originally founded by Michael Jones’ father and remained fairly small until Michael and his
family inherited the company. Since that time, the company has established a solid reputation for excellence in
the installation of high end lighting systems and video and data systems. There has been rapidly growing
demand for such installation services coupled with strong new housing starts in the region over the past few
years.

The company is a C Corporation incorporated in the State of California and all shares of common stock are
owned by Michael and Shirley Jones and their children. In the event of a proposed sale of the company, any
family member has the right of first refusal.

Industry Overview

The electrical contracting industry (SIC 17) is highly fragmented with more than 70,000 companies. The industry
is competitive. Most competitors are small, owner-operated companies that typically serve a limited geographic
area. Though there has been active industry consolidation, there are few public companies focused on providing
electrical contracting services and only 14 U.S. electrical contractors with revenues in excess of
$200 million. McGraw Hill Construction Analytics estimates that the electrical contracting industry will generate
annual revenues in excess of $100 billion in 2005. Entry into the market is moderately difficult as it requires
state licenses, capital and equipment. Exit is relatively easy.

McGraw Hill data indicates total construction industry revenues have grown at an average compound rate of
approximately seven percent from 1998 through 2004. McGraw Hill forecasts total construction revenues for
2005 through 2010 to continue to grow at approximately four percent annually, noting several trends: moderate
job growth, looser lending standards offsetting higher interest rates, an improved economy and improved
building, bridge and highway construction segments.

                             U.S. Private Residential Construction – Value Put In Place

     June YTD                              2001           2002          2003          2004            2005
     $ Millions                          $ 389,756       $ 420,982     $ 465,925     $ 561,449       $ 634,220
     Year Over Year % Change                               8.0%         10.7%         20.5%           13.0%
     Source: US Census Bureau


                     Pacific Region Private Non-Residential Construction - Value Put In Place

      ($ Millions)                            2001           2002          2003           2004         2005

     Total Non Residential                     $35,042       $27,725       $24,623        $25,368     $28,055
     Year Over Year % Change                                  -20.9%        -11.2%            3.0%      10.6%
     Source: US Census Bureau

During the last decade, electrical contractors have experienced a growing demand for their services as a result of
more stringent electrical codes, increased use of electrical power, increased demand for bandwidth, demand for
bundled services, and construction of smart houses with integrated audio, video, computer, temperature control
and security systems.


Six Frigates Capital Advisory                                                                                Page 14
U.S. Economic Outlook

According to the Congressional Budget Office’s 2004 Budget and Economic Outlook, the economy should
continue to grow at a healthy rate over the next two years, for a recovery appears to have taken hold. Stronger
investment by businesses will lead the way, as spending on equipment and structures continues to bounce back
from the depressed levels of the past few years and firms shift from drawing down their inventories to
restocking their shelves. The rapid productivity growth of the past three years has contributed to the economy's
capacity to expand without generating significant upward pressure on inflation. Indeed, in light of the
unexpected strength of productivity during 2003, the Congressional Budget Office has increased both its two-
year forecast and its medium-term projection of the level of potential output (the level of gross domestic
product consistent with a high rate of resource use). That increase, in turn, has boosted the forecast and
projected levels of real (inflation-adjusted) GDP, which CBO now expects will expand by 4.8 percent in calendar
year 2004 and 4.2 percent in 2005 before growing at an average annual rate of 2.7 percent over the medium
term, from 2006 to 2014.

A variety of factors could produce growth over the next 10 years that is stronger or weaker than CBO's best
estimate. Cyclical factors--those deriving from the ups and downs of the business cycle--are one potential source
of risk. The confidence of businesses and investors, the growth of foreign economies, the level of stock prices,
the rate of personal saving, and the level of housing activity could each be weaker or stronger than CBO has
estimated. Beyond those risks, the accuracy of the forecast is vulnerable as well to the uncertainty that
surrounds the economy's response to the war on terrorism, developments in Iraq, and events elsewhere in the
world. Looking to the medium term, productivity gains could remain unusually large, buoying income and profits
and thus boosting output substantially. Alternatively, productivity could grow at a below-average rate over the
                                                                                                                 (3)
next few years, reversing its extraordinary recent gains and resulting in a lower level of GDP than CBO expects.

Markets

Southern California’s population is centered on the cities of Los Angeles, San Diego, San Bernardino and
Riverside. It is home to nearly 24 million people and is the second most populated region in the U.S, behind only
the Eastern Corridor. Red Bluff’s immediate market, Los Angeles County, has a total population exceeding 10
million. Red Bluff’s Western Nevada coverage includes Las Vegas. Between 1990 and 2000, Nevada's population
increased 66.3% compared to the USA's population increase of 13.1%. Over two thirds of the Nevada population
lives in the Las Vegas area. According to Woods and Poole Economics, Inc., the California population is expected
to increase annually at 1.5% from 2005-2010, with the total number of households averaging 1.4% growth
during this time. Nevada is expected to average 2.6% population growth during this time, with the total number
of households increasing at an average of 2.6% per annum.

                                  Private New Housing Starts: Western Region

                                                2000       2001       2002       2003       2004
                  Thousands of Units           383.1      391.1      415.5      472.3      516.2

                  Source: U.S. Census Bureau




(3) The Budget and Economic Outlook: Fiscal Years 2005 to 2014, January 2004; Congressional Budget Office


Six Frigates Capital Advisory                                                                              Page 15
New housing starts in the Western region outpaced the national total for each of the past two years.


                                 Annual New Housing Starts: % Increase
                                          U.S. Census Bureau
                 15.0%


                 10.0%
                                                                                           Total U.S.
                                                                                           Western Region
                  5.0%


                  0.0%
                              2001           2002             2003                 2004


Products and Services

Much of Red Bluff’s electrical work is driven by residential and some nonresidential construction (office and
commercial development). The company provides the following electrical services:

    1.   Installation (70% of Revenue) - installing and maintaining electrical power systems, conduits, cables,
         control panels, generators, lighting systems, video and data systems, and fire alarms.

    2.   MRR (18% of Revenue) - maintenance and repair work.

    3.   Retrofitting (12% of Revenue) - electrical systems replacement in existing buildings.

The company has established a solid reputation for excellence in the installation of high end lighting systems and
video and data systems. The company positions its services emphasizing quality of work, and timeliness of
completion. Often the company will assist the developer and/or architect in the design of a system, start-up
support and customer training for both installation and retrofitting.

                                          Revenue By Product/Service
                                                               Retrofitting, 12%
                                          MRR, 18%



                                                      Installation, 70%




Competition

The company competes against numerous local and several regional companies for installation, MRR and
retrofitting contracts. Primary competitors for high end lighting and video/data systems are Ace Electric of Las
Vegas, NV, Res Lighting of Palm Springs, CA and Retro Electrical in Los Angeles, CA. These companies are all
similar in size to Red Bluff and serve roughly the same geographic market as Red Bluff. The company also
competes against large developers who posses in-house electrical service capabilities. The company competes
on the basis of cost, quality and time to completion. To gain competitive advantage, the company often offers
highly competitive payment terms to developers and contractors.




Six Frigates Capital Advisory                                                                               Page 16
                                                Top Three Competitors

     Company                 Location                          Est. 2004 Revenue      Number of Employees
     Ace Electric            Las Vegas, NV                           $9,500                   65
     Res Lighting            Palm Springs, CA                        $7,800                   55
     Retro Electrical        Los Angeles, CA                         $6,500                   50
     Source: Pacific Electrical Trade Almanac, March, 2005

Current ownership solicits business primarily through trade magazine advertising, word of mouth and trade
associations. Ownership believes new ownership would be able to retain a majority of existing accounts and
solicit new business capitalizing on channels similar to those currently used, though Mike and Shirley the current
owners now handle the bulk of that responsibility. The company has recently developed a website where
developers and contractors can review pictures and descriptions of previous projects completed by Red Bluff.

Customers

The company’s customers are primarily developers and independent contractors serving the single and multi-
family housing development, commercial development and property management industries. The company also
provides some services through retail stores serving small contractor / home owner market. Red Bluff often acts
as a subcontractor to larger developers. The company has established a solid reputation for excellence in the
installation of high end lighting systems and video data systems. No one customer accounts for over 12% of Red
Bluff’s revenues.


                                          Revenue by Customer Segment
                                      Retail, 16%
                                                                            Large
                                                                        Development
                                                                         Firms, 49%
                                    Independent
                                  Contractors, 34%



For installation and retrofitting, customer billing is negotiated upfront when a proposal is submitted to the
independent contractor or developer. MRR work is billed once a job is complete at net 30. For the year end
2005, the company averaged just over 40 day’s sales outstanding due primarily to receivables outstanding from
larger developers on substantial contracts.

                                               Customer Concentration
                                $1,000s                         2005              %


                                Ace Building                  $900.0         12.3%
                                Lennar                         875.0         12.0%
                                SoCal Properties               830.0         11.4%
                                Nevada Homes                   500.0          6.9%
                                Centex                         500.0          6.9%
                                Desert Images                  450.0          6.2%
                                City Properties                350.0          4.8%
                                United Construction            348.0          4.8%
                                Lighting Master                310.0          4.2%
                                Construction Depot             305.0          4.2%
                                All Others                    1,927.0        26.4%
                                Total Revenue                $7,295.0      100.0%

Six Frigates Capital Advisory                                                                            Page 17
Top Three Customers:

Ace Building – A commercial and residential developer serving California, Red Bluff provided lighting installation
services for the company’s 100,000 square foot Santa Clara office development.

Lennar - A nationwide developer of single family homes, Red Bluff provided all outdoor lighting installation for
the company’s most recent development in Summerlin, a rapidly growing Las Vegas community at the foot of
the Red Rock Mountains.

SoCal Properties – One of Los Angeles’ premier developers, Red Bluff was contracted by the developer to
provide full electrical installation for the company’s new 200 unit Venice Beach development.

Vendors, Suppliers and Contractors

The company has several long-standing relationships with National suppliers and wholesalers for electrical parts
and components. Key accounts include Shealy Electrical Wholesalers of Greenville, SC; National Electric of
Racine, WI and Key Electrical Supply of Houston, TX. Terms with suppliers are generally “net 30”.

At times, Red Bluff will subcontract with another electrician for certain work due to staffing constraints or when
a highly specialized job is required. The company and its management maintain strong relationships with other
regional electrical contractors.

Facilities and Operations

The company occupies 5,400 square feet of space in a building owned by Mike and Shirley Jones and leased to
the company. The lease is believed to be consistent with market prices and terms (see appraisal included in
Appendices). The facility is considered adequate as it contains parking, storage, work areas, an electrical shop
and inventory space. In the event of the sale of the company the owner’s are willing to offer the same terms of
the facility lease to new ownership.

The company employs 51 total employees, including the owner and his wife. The company is a union shop.
There are no employment contracts for non-union employees. Employee turnover is low by industry standards.
Management has stated the desire to hire additional foreman in the future, as supervision of the construction
staff is somewhat over-extended.




Six Frigates Capital Advisory                                                                              Page 18
Key Management

Red Bluff has established a strong management team which is well regarded in the region. Key management is
believed to be willing to stay on in the event of ownership change. Mike is aware that the sale of the company
may impact future sales and is willing, to a degree, to make arrangements to stay on board through transition
after a sale of the company.

Michael Jones – Owner and CEO, Mike is a master electrician. He inherited the company after the death of his
father in 2000. Mike attended San Jose State University and received a degree in Mechanical Engineering in
1982. Mike is responsible for soliciting new business and bidding contracts, marketing the company and
managing the overall business. He possesses state contractor’s licenses in both California and Nevada.

Shirley Jones – Owner and Vice President, Shirley manages an office staff of four, is responsible for accounts
payable and receivables and assists her husband in soliciting new business through her activities at trade shows
and conventions and entertaining clients.

Jack Schwartz – Estimator, received a degree from City College in 1979 in production control and electrical
estimating. His skills are critical to maintaining profitability.

Don Smith – Construction Manager, supervises four foremen and is responsible for all quality control. Don is a
master electrician. Don has recently taken on some responsibilities in generating new business.

Steve Gonzalez – Maintenance Foreman, Steve supervises two mechanics and is responsible for all maintenance.
His skills are widely regarded in the region.

David Black – David is office manager and is responsible for book and record keeping activities. He holds a
degree in accounting from Montana State University in 1995.




Six Frigates Capital Advisory                                                                             Page 19
                                Red Bluff Construction Facility, Saugus, CA




Six Frigates Capital Advisory                                                 Page 20
                                Recently Installed Residential Lighting System, San Bernardino, CA




Six Frigates Capital Advisory                                                                        Page 21
Red Bluff Financial Summary

Red Bluff has experienced outstanding revenue and earnings growth over the period 2001-2005. For the 2005 year
ended, revenues were $7.3 million and net income was $984,000, or $1.04 million on a normalized basis. The four year
compounded annual growth rate (“CAGR”) for revenue was 26.7%. Net margins are strong, 13.5% for the year ending
205 and averaging 13.0% for the five year period 2001-2005, far outpacing the industry average (SIC 17 2.2% in 2004).

Return on equity has been strong; 24.6% for the year ended 2005 and averaging 30.6% over the period 2002-2005.
Return on assets has averaged 20.4% for the four year period 2002-2005 and on an adjusted basis, was 21.2% in 2005. In
comparison, the industry average was 6.3% for the year end 2004.

                                         Historical Income Statement Summary
         year end June 30                                                                         $1,000s

                                                                                                              (1)
                                        2001        2002          2003       2004       2005      2005 Adj.
         Revenue                     $3,529.0    $4,156.0   $5,755.0      $6,489.0   $7,295.0    $7,295.0
         Growth                                    17.8%          38.5%     12.8%      12.4%        12.4%

         EBITDA                       $778.0      $891.0    $1,436.0      $1,613.0   $1,719.0    $1,808.5
         EBIT                         $743.0      $854.0    $1,403.0      $1,596.0   $1,730.0    $1,819.5
         EBIT Margin                   21.1%       20.5%          24.4%     24.6%      23.7%        24.9%

         (1)         Reflects normalized adjustments to income statement

Net assets at June 300, 2005 were $6.3 million. The balance sheet consists primarily of cash and short-term investments
retained to fund general working capital needs and also to attract and fund new contracts, receivables, property, plant
and equipment consisting primarily of electrical equipment and machinery, and land.

The company’s balance sheet includes several assets which are considered to be non-operating, e.g. excess assets, not
used in the course of ordinary business. These are short-term investments of $779,000, and land of $900,000. The short-
term investment amount as stated on the company’s 2005 statements is significantly higher than was actually required
as a result of timing. The owner’s drew down the short-term investment balance shortly after June 30, 2005 through a
dividend. However, management estimates that going forward higher short-term investment balances (consistent with
that of 2004 18.8% of revenue) will be needed to fund new contracts.

                                           Historical Balance Sheet Summary
         year end June 30                                                                         $1,000s

                                                                                                              (1)
                                        2001        2002          2003       2004       2005      2005 Adj.

         Total Assets                $2,086.0    $2,735.0   $3,860.0      $5,157.0   $6,468.0    $5,252.4
         Total Equity                $1,294.0    $1,799.0   $2,574.0      $3,505.0   $4,489.0    $3,273.4
         Return on Equity                          29.9%          37.4%     30.6%      24.6%

         (1)
               Reflects normalized adjustments to balance sheet




Six Frigates Capital Advisory                                                                                       Page 22
Financial Forecasts

Based upon discussions with management and review of their current business plan for the forthcoming year, we have
developed financial forecasts for the company for the periods 2006-2010. Key projection assumptions are:

       Revenue is forecast to grow approximately 10% per year for each of the next two years and will then likely
        stabilize to 5%. 10% revenue growth is consistent with revenue growth for the years 2004 and 2005.

       EBIT margins should increase each of the next two years but stabilize thereafter. Management does not foresee
        substantial margin improvement under current management practices and existing capital structure.

       The balance sheet is primarily a function of revenue and therefore should grow with revenue.

       While short term investments at year end in 2005 were higher than actually needed, it appears the company
        will have higher short-term investment requirements going forward than the company has had historically, as a
        result of the need to purchase materials up front for many new installation contracts.

       Debt to equity replicates that of our public company comparables, and is consistent with Red Bluff’s 2005 Debt
        / Total Assets.

Detailed projections and assumptions are listed in Page 35. We believe the assumptions developed through discussions
with management and used in our financial forecasts are reasonable.

                                             Financial Forecast Summary
          $1,000s
                                 2005 Adj.       2006F        2007F         2008F       2009F          2010F

          Revenue                 $7,295.0     $8,024.5     $8,827.0      $9,268.3   $9,731.7    $10,218.3
          Growth                                 10.0%        10.0%          5.0%        5.0%           5.0%

          EBIT                    $1,819.5     $2,185.1     $2,596.0      $2,697.0   $2,799.7      $2,903.9
          Margin                     24.9%       27.2%        29.4%         29.1%       28.8%          28.4%
          Growth                                 20.1%        18.8%          3.9%        3.8%           3.7%


          Net Assets              $5,239.4     $5,758.7     $6,334.5      $6,651.3   $6,983.8      $7,333.0
          Growth                                   9.9%       10.0%          5.0%        5.0%           5.0%




Six Frigates Capital Advisory                                                                                  Page 23
Red Bluff Key Considerations

    Strengths

             The company has developed an outstanding reputation in the industry as evidenced by consistent revenue
              growth over the company’s 16 year history. It is considered a regional expert in the installation of high end
              lighting and voice / data systems, a unique niche.

             Employee turnover is considered low by industry standards and the company’s middle management is well
              skilled in their roles. Employee morale is excellent.

             Profit margins are excellent.

    Weaknesses

             The Company’s sales efforts are to a large extent dependent upon the efforts of owners Mike and Shirley
              Jones. While the construction manager has played an increasing sales role over time, the loss of Mike and
              Shirley could hurt revenues.

             Going forward, the company anticipates the need to maintain short-term investment balances on the
              balance sheet higher than in previous years. This is the result of new business where the owners are
              required to purchase materials up front. Higher balance sheet needs reduce cash flows.

    Opportunities

             The company should be able to continue to capitalize on its expert reputation in high end lighting and voice
              data system installation. Increased demand for such products within homes is a continuing trend as
              consumers increasingly value in-home entertainment and technological capabilities.

             The company operates in an area of the country experiencing rapid growth in residential construction as
              evidenced by new housing starts in 2003 and 2004. In addition to regional population growth, such as Las
              Vegas, the advent of new mortgage products available to those who might otherwise not meet mortgage
              approval has dramatically increased the demand for housing in Southern California and Western Nevada.

    Threats


             The construction industry is both cyclical and somewhat seasonal. Future decreases in housing starts could
              significantly impact earnings.




Six Frigates Capital Advisory                                                                                     Page 24
                                Financial Statements and Forecasts




Six Frigates Capital Advisory                                 Page 25
Historical Income Statement
Red Bluff Construction
Fiscal Year Ended June 30, 2005
$1,000s
                                                         Actual                                             Common Sized
                                      2001       2002        2003      2004       2005     2001     2002         2003       2004       2005

Revenue                            $3,529.0   $4,156.0   $5,755.0   $6,489.0   $7,295.0   100.0%   100.0%       100.0%     100.0%    100.0%

Operating Expenses
Officer's Compensation                120.0      144.0      168.0      192.0      240.0     3.4%     3.5%         2.9%       3.0%      3.3%
Other Salaries and Wages            1,691.0    1,991.0    2,757.0    3,109.0    3,495.0    47.9%    47.9%        47.9%      47.9%     47.9%
Rent                                   36.0       42.0       48.0       54.0       66.0     1.0%     1.0%         0.8%       0.8%      0.9%
Payroll Taxes                         196.0      231.0      320.0      360.0      405.0     5.6%     5.6%         5.6%       5.5%      5.6%
Truck / Equipment / Auto Expense      325.0      411.0      463.0      520.0      633.0     9.2%     9.9%         8.0%       8.0%      8.7%
Insurance                              29.0       36.0       49.0       61.0       78.0     0.8%     0.9%         0.9%       0.9%      1.1%
Legal and Professional Fees            26.0       27.0       29.0       31.0       41.0     0.7%     0.6%         0.5%       0.5%      0.6%
Travel and Entertainment                4.0        4.0        5.0        5.0        5.0     0.1%     0.1%         0.1%       0.1%      0.1%
Director Fees                           3.0        5.0        6.0       10.0       18.0     0.1%     0.1%         0.1%       0.2%      0.2%
Pension and Profit Sharing             35.0       42.0       58.0       65.0       73.0     1.0%     1.0%         1.0%       1.0%      1.0%
Other Operating Expense               286.0      332.0      416.0      469.0      522.0     8.1%     8.0%         7.2%       7.2%      7.2%
Total Operating Expenses            2,751.0    3,265.0    4,319.0    4,876.0    5,576.0    78.0%    78.6%        75.0%      75.1%     76.4%

EBITDA                               778.0      891.0     1,436.0    1,613.0    1,719.0    22.0%    21.4%        25.0%      24.9%     23.6%

Other Income / (Expense)               22.0       31.0       53.0       67.0       84.0     0.6%     0.7%         0.9%       1.0%      1.2%
Depreciation and Amortization          57.0       68.0       86.0       84.0       73.0     1.6%     1.6%         1.5%       1.3%      1.0%

EBIT                                 743.0      854.0     1,403.0    1,596.0    1,730.0    21.1%    20.5%        24.4%      24.6%     23.7%

Interest Expense                       58.0       68.0       94.0     107.0      120.0      1.6%     1.6%         1.6%       1.6%      1.6%

Earnings Before Taxes                685.0      786.0     1,309.0    1,489.0    1,610.0    19.4%    18.9%        22.7%      22.9%     22.1%

Income Tax Expense                   270.0      324.0       491.0     558.0      626.0      7.7%     7.8%         8.5%       8.6%      8.6%

Net Income                          $415.0     $462.0     $818.0     $931.0     $984.0     11.8%    11.1%        14.2%      14.3%     13.5%


Memo:
Net Margin                           11.8%      11.1%      14.2%      14.3%      13.5%

Earnings Growth                                 11.3%      77.1%      13.8%       5.7%
Four Year Average Growth                                                         27.0%
Tax Rate                             39.4%      41.2%      37.5%      37.5%      38.9%




Six Frigates Capital Advisory                                                                                                       Page 26
 Historical Balance Sheet Summary
 Red Bluff Construction
 Fiscal Year Ended June 30, 2005
 $1,000s
                                                             Actual                                              Common Sized
 Assets                                  2001       2002       2003        2004       2005     2001     2002      2003       2004    2005    5 Yr. Avg.

 Current Assets
 Cash                                  $209.0     $350.0     $1,005.0   $1,435.0   $1,403.0    10.0%    12.8%    26.0%     27.8%     21.7%       19.7%
 Accounts Receivable (WIP)              290.0       750.0       689.0      714.0      891.0    13.9%    27.4%    17.8%     13.8%     13.8%       17.4%
 Inventory                               25.0        30.0        39.0       45.0       49.0     1.2%     1.1%     1.0%      0.9%      0.8%        1.0%
 Short Term Investments                  50.0        65.0       514.0    1,220.0    2,150.0     2.4%     2.4%    13.3%     23.7%     33.2%       15.0%
 Total Current Assets                   574.0     1,195.0     2,247.0    3,414.0    4,493.0    27.5%    43.7%    58.2%     66.2%     69.5%       53.0%

 Property, Plant and Equipment, Net      450.0      475.0       550.0      675.0      900.0    21.6%    17.4%    14.2%     13.1%     13.9%       16.0%
 Land                                    900.0      900.0       900.0      900.0      900.0    43.1%    32.9%    23.3%     17.5%     13.9%       26.1%
 Others Fixed Assets                      12.0       15.0        13.0       18.0       25.0     0.6%     0.5%     0.3%      0.3%      0.4%        0.4%
 Total Fixed Assets                    1,362.0    1,390.0     1,463.0    1,593.0    1,825.0    65.3%    50.8%    37.9%     30.9%     28.2%       42.6%

 Deposits                               150.0       150.0      150.0      150.0      150.0      7.2%     5.5%     3.9%      2.9%      2.3%        4.4%

 Total Assets                         $2,086.0   $2,735.0    $3,860.0   $5,157.0   $6,468.0   100.0%   100.0%   100.0%    100.0%    100.0%      100.0%
 Liabilities

 Current Liabilities
 Notes Payable (Short-Term)             $73.0       $88.0     $111.0     $119.0     $135.0      3.5%     3.2%     2.9%      2.3%      2.1%        2.8%
 Accounts Payable                        11.0        13.0       15.0       12.0       10.0      0.5%     0.5%     0.4%      0.2%      0.2%        0.4%
 Other Current Liabilities                3.0         5.0        2.0        4.0        3.0      0.1%     0.2%     0.1%      0.1%      0.0%        0.1%
 Total Current Liabilities               87.0       106.0      128.0      135.0      148.0      4.2%     3.9%     3.3%      2.6%      2.3%        3.3%

 Notes Payable                          705.0       830.0     1,158.0    1,517.0    1,831.0    33.8%    30.3%    30.0%     29.4%     28.3%       30.4%

 Total Liabilities                      792.0      936.0      1,286.0    1,652.0    1,979.0    38.0%    34.2%    33.3%     32.0%     30.6%       33.6%

 Equity
 Common Stock                             55.0        55.0       55.0       55.0       55.0     2.6%     2.0%     1.4%      1.1%      0.9%        1.6%
 Paid In Capital                         465.0      465.0       465.0      465.0      465.0    22.3%    17.0%    12.0%      9.0%      7.2%       13.5%
 Retained Earnings                       774.0    1,322.0     2,054.0    2,985.0    3,969.0    37.1%    48.3%    53.2%     57.9%     61.4%       51.6%
 (Dividends)                               0.0      (43.0)        0.0        0.0        0.0     0.0%    -1.6%     0.0%      0.0%      0.0%       -0.3%
 Total Shareholder's Equity            1,294.0    1,799.0     2,574.0    3,505.0    4,489.0    62.0%    65.8%    66.7%     68.0%     69.4%       66.4%

 Total Liabilities and Equity         $2,086.0   $2,735.0    $3,860.0   $5,157.0   $6,468.0   100.0%   100.0%   100.0%    100.0%    100.0%      100.0%

Six Frigates Capital Advisory                                                                                                            Page 27
Historical Cash Flow Summary
Red Bluff Construction
Fiscal Year Ended June 30, 2005
$1,000s

                                                  2002      2003      2004       2005

Cash Flow From Operations
Net Income                                      $462.0    $818.0    $931.0      $984.0

Addback:
Depreciation and Amortization                     68.0      86.0       84.0       73.0
Earnings Before Depreciation and Amortization    530.0     904.0    1,015.0    1,057.0

Less Changes in Working Capital:
Change in Accounts Receivable (WIP)             (460.0)      61.0    (25.0)     (177.0)
Change in Inventory                               (5.0)     (9.0)     (6.0)       (4.0)
Change in Short Term Investments                 (15.0)   (449.0)   (706.0)     (930.0)
Change in Accounts Payable                          2.0       2.0     (3.0)       (2.0)
Change in Other Current Liabilities                 2.0     (3.0)       2.0       (1.0)
Total Changes In Working Capital                (476.0)   (398.0)   (738.0)   (1,114.0)

Cash Flow From Operations                         54.0     506.0     277.0       (57.0)

Investment Activities
Change in Property, Plant and Equipment, Net     (93.0)   (161.0)   (209.0)    (298.0)
Change in Land                                      0.0       0.0       0.0        0.0
Change in Others Fixed Assets                     (3.0)       2.0     (5.0)      (7.0)
Change in Deposits                                  0.0       0.0       0.0        0.0
Cash Flow From Investment Activities             (96.0)   (159.0)   (214.0)    (305.0)

Cash Flow From Financing Activities
Change in Notes Payable (Short-Term)              15.0       23.0      8.0        16.0
Change in Notes Payable                          125.0     328.0     359.0       314.0
Change in Common Stock                             0.0        0.0      0.0         0.0
Change in Paid In Capital                          0.0        0.0      0.0         0.0
(Dividends) / Contributions                       43.0     (43.0)      0.0         0.0
Cash Flow From Financing Activities              183.0     308.0     367.0       330.0

Net Cash Flow                                   $141.0    $655.0    $430.0     ($32.0)

Memo:
Change in Cash and Short Term Investments        126.0     206.0    (276.0)    (962.0)

Memo:
Change in Property, Plant and Equipment (NBV)    (25.0)    (75.0)   (125.0)    (225.0)
Depreciation and Amortization                    (68.0)    (86.0)    (84.0)     (73.0)
Total Change in Property, Plant and Equipment    (93.0)   (161.0)   (209.0)    (298.0)

Memo:
Net Cash Flow % of Revenue                        3.4%     11.4%      6.6%      -0.4%
Four Year Average                                                                5.0%
Net Cash Flow % of Net Income                   30.5%      80.1%     46.2%      -3.3%
Four Year Average                                                               37.4%




Six Frigates Capital Advisory                                                             Page 28
Normalized Income Statement Summary
Red Bluff Construction
Fiscal Year Ended June 30, 2005
$1,000s

                                       2005 Adj.       %

    Revenue                            $7,295.0    100.0%

   Operating Expenses
1. Officer's Compensation                 158.0      2.2%
   Other Salaries and Wages             3,495.0     47.9%
   Rent                                    66.0      0.9%
   Payroll Taxes                          405.0      5.6%
   Truck / Equipment / Auto Expense       633.0      8.7%
   Insurance                               78.0      1.1%
   Legal and Professional Fees             41.0      0.6%
   Travel and Entertainment                 5.0      0.1%
2. Director Fees                           10.5      0.1%
   Pension and Profit Sharing              73.0      1.0%
   Other Operating Expense                522.0      7.2%
   Total Operating Expenses             5,486.5     75.2%

    Normalized EBITDA                   1,808.5     24.8%

    Other Income / (Expense)               84.0      1.2%
    Depreciation and Amortization          73.0      1.0%

    Normalized EBIT                     1,819.5     24.9%

    Interest Expense                      120.0      1.6%

    Normalized Earnings Before Taxes    1,699.5     23.3%

3. Income Tax Expense                     655.9      9.0%

    Normalized Net Income              $1,043.6     14.3%




Six Frigates Capital Advisory                               Page 29
Summary of Income Statement Adjustments
Red Bluff Construction
Fiscal Year Ended June 30, 2005
$1,000s



1.   Officer's Compensation                 2001        2002        2003       2004       2005

     Income Statement Expense               $120.0      $144.0      $168.0     $192.0     $240.0
     Normalized Expense                                                                   (158.0)
     Adjustment Amount                                                                    $82.0

     (1) Refer To Appendix

2.   Director's Fees                        2001        2002        2003       2004       2005

     Income Statement Expense               $3.0        $5.0        $6.0       $10.0      $18.0
     Annual Growth                                      66.7%       20.0%      66.7%      80.0%

     Expense assuming 5% annual growth                  3.15        5.25       6.3        10.5

     Income Statement Expense              $3.0         $5.0        $6.0       $10.0      $18.0
     Normalized Expense (5% annual growth)                                                (10.5)
     Adjustment Amount                                                                    $7.5

     Total Adjustments                                                                    $89.5

     Total Adjustments After-Tax                                                          $55.0



3.   Income Taxes                         Income tax expense assumed to be five year actual average % of EBT (38.6%)




Six Frigates Capital Advisory                                                                       Page 30
 Adjusted Market Value Balance Sheet
 Red Bluff Construction
 Fiscal Year Ended June 30, 2005
 $1,000s

                                                             2004                               2005
                                      2004         Adj.      Adj.       2005         Adj.       Adj.      Explanation
 Assets

 Current Assets
 Cash                                 $1,435.0    $0.0       1,435.0   $1,403.0     $0.0        1,403.0
 Accounts Receivable (WIP)               714.0     0.0         714.0      891.0      0.0          891.0   All A/R expected to be collected.
 Inventory                                45.0     0.0          45.0       49.0      4.7           53.7   Adjusted to reflect actual inventory market value per management discussions
 Short Term Investments                1,220.0     0.0       1,220.0    2,150.0    (778.5)      1,371.5   Adjusted to reflect 2004 % of revenue
 Total Current Assets                  3,414.0     0.0       3,414.0    4,493.0    (773.8)      3,719.2

 Property, Plant and Equipment, Net      675.0    343.7      1,018.7      900.0     458.3       1,358.3   Adjusted to reflect market value of electrical installation equipment per management
 Land                                    900.0   (900.0)         0.0      900.0    (900.0)          0.0   Non-Operating Asset, no underlying debt
 Others Fixed Assets                      18.0     0.0          18.0       25.0      0.0           25.0
 Total Fixed Assets                    1,593.0   (556.3)     1,036.7    1,825.0    (441.8)      1,383.3

 Deposits                               150.0      0.0        150.0      150.0       0.0         150.0

 Total Assets                         $5,157.0   ($556.3)   $4,600.7   $6,468.0   ($1,215.6)   $5,252.4

 Liabilities

 Current Liabilities
 Notes Payable (Short-Term)             119.0    (119.0)        0.0      135.0     (135.0)         0.0    Current Portion of Long-Term Debt
 Accounts Payable                        12.0      0.0         12.0       10.0       0.0          10.0
 Other Current Liabilities                4.0      0.0          4.0        3.0       0.0           3.0
 Total Current Liabilities              135.0    (119.0)       16.0      148.0     (135.0)        13.0

 Notes Payable                         1,517.0    119.0      1,636.0    1,831.0     135.0       1,966.0

 Total Liabilities                     1,652.0     0.0      1,652.0     1,979.0      0.0        1,979.0

 Equity

 Common Stock                             55.0      0.0         55.0       55.0       0.0          55.0
 Paid In Capital                         465.0      0.0        465.0      465.0       0.0         465.0
 Retained Earnings                     2,985.0    (556.3)    2,428.7    3,969.0    (1,215.6)    2,753.4
 (Dividends)                               0.0      0.0          0.0        0.0       0.0           0.0
 Total Shareholder's Equity            3,505.0    (556.3)    2,948.7    4,489.0    (1,215.6)    3,273.4
 Total Liabilities and Equity         $5,157.0   ($556.3)   $4,600.7   $6,468.0   ($1,215.6)   $5,252.4



Six Frigates Capital Advisory                                                                                                                                                 Page 31
Key Ratio Analysis
Red Bluff Construction
Fiscal Year Ended June 30, 2005
$1,000s
                                                                                                                              SIC 17 Median Industry Results
                                  Average     4 Yr. CAGR     2001       2002        2003       2004     2005      2005 Adj.     2002      2003        2004

Profitability Ratios
EBIT Margin                          22.9%                    21.1%      20.5%      24.4%      24.6%    23.7%        24.9%
Net Margin                           13.0%                    11.8%      11.1%      14.2%      14.3%    13.5%        14.3%       1.9%       1.9%        2.2%
NCF % Revenue                         5.2%                                3.4%      11.4%       6.6%    -0.4%
NCF % of Net Income                  38.4%                               30.5%      80.1%      46.2%    -3.3%
Return on Assets                     20.4%                               19.2%      24.8%      20.6%    16.9%        21.2%       5.5%       5.3%        6.3%
Return on Equity                     30.6%                               29.9%      37.4%      30.6%    24.6%        33.5%      12.6%      12.0%       13.9%

Growth Ratios
Revenue Growth                       20.4%        26.7%                  17.8%      38.5%      12.8%    12.4%
Earnings Growth (EBIT)               25.3%        33.2%                  14.9%      64.3%      13.8%     8.4%
Earnings Growth (Net Income)         27.0%        34.3%                  11.3%      77.1%      13.8%     5.7%

Expense Ratios
Operating Expense % of Revenue       76.7%                               78.0%      78.6%      75.0%    75.1%        75.2%

Turnover Ratios
Receivables Turnover                  8.6 x                               8.0 x      8.0 x      9.3 x    9.1 x        9.1 x
Fixed Asset Turnover                  3.9 x                               3.0 x      4.0 x      4.2 x    4.3 x        6.0 x
Total Asset Turnover                  1.5 x                               1.7 x      1.7 x      1.4 x    1.3 x        1.5 x      3.0 x       3.0 x      2.9 x
Days Sales Outstanding               42.7 x                              45.7 x     45.6 x     39.5 x   40.2 x       40.2 x

Risk / Leverage Ratios
Current Ratio                        18.2 x                    6.6 x     11.3 x     17.6 x     25.3 x   30.4 x        NMF        1.9 x      1.9 x      1.9 x
Debt / Equity                        50.2%                    60.1%      51.0%      49.3%      46.7%    43.8%        60.1%      99.3%      96.8%     101.0%
Interest Coverage                    13.9 x                   12.8 x     12.6 x     14.9 x     14.9 x   14.4 x       15.2 x

Cash Flow Ratios
Operating Cash Flow                   1.5 x                               0.5 x      4.0 x      2.1 x    -0.4 x
Cash Interest Coverage                8.2 x                               6.6 x     11.6 x      8.8 x     5.7 x

Except for "2005 Adj.", based upon unadjusted balance sheet, cash flow and income statement.
Average equals simple average for relevant time period, unadjusted.
4 Yr. CAGR represents compounded annual growth, unadjusted, for the period 2002-2005.
Industry Sources: Hoovers, Dunn and Bradstreet




Six Frigates Capital Advisory                                                                                                                                   Page 32
 Ratio Analysis - Definition of Terms
 Red Bluff Construction
 Fiscal Year Ended June 30, 2005




 Profitability Ratios
 EBIT Margin                            EBIT / Revenue
 Net Margin                             Net Income / Revenue
 NCF % Revenue                          Net Cash Flow / Revenue
 NCF % of Net Income                    Net Cash Flow / Net Income
 Return on Assets                       Net Income / [[Total Assets Beg. Balance + Total Assets Ending Bal.]/2]
 Return on Equity                       Net Income / [[Equity Beg. Balance + Equity Ending Bal.]/2]

 Growth Ratios
 Revenue Growth                         [[Revenue2 / Revenue1] -1]
 Earnings Growth (EBIT)                 [[EBIT2 / EBIT1] -1]
 Earnings Growth (Net Income)           [[Net Income2 / Net Income1] -1]

 Expense Ratios
 Operating Expense % of Revenue         Operating Expenses / Revenue

 Turnover Ratios
 Receivables Turnover                   Revenue / [[A/R Beg. Balance + A/R Ending Bal.]/2]
 Fixed Asset Turnover                   Revenue /[ [Fixed Asset Beg. Balance + Fixed Asset Ending Bal.]/2]
 Total Asset Turnover                   Revenue / [[Total Assets Beg. Balance + Total Assets Ending Bal.]/2]

 Risk / Leverage Ratios
 Current Ratio                          Current Assets / Current Liabilities
 Debt / Equity                          Total Interest Bearing Debt / Total Equity
 Interest Coverage                      EBIT / Interest Expense

 Cash Flow Ratios
 Operating Cash Flow                    Cash Flow From Operations / Current Liabilities
 Cash Interest Coverage                 [Cash Flow From Operations + Interest Expense = Taxes] Interest Expense




Six Frigates Capital Advisory                                                                                     Page 33
Income Statement Projections
Red Bluff Construction
Fiscal Year Ended June 30, 2005
$1,000s
                                   2005 Adj.     2006F      2007F      2008F      2009F       2010F

Revenue                            $7,295.0    $8,024.5   $8,827.0   $9,268.3   $9,731.7   $10,218.3

Operating Expenses
Officer's Compensation                 158.0      165.9      174.2      182.9      192.0       201.7
Other Salaries and Wages             3,495.0    3,669.8    3,853.2    4,045.9    4,248.2     4,460.6
Rent                                    66.0       68.0       70.0       72.1       74.3        76.5
Payroll Taxes                          405.0      449.9      499.8      555.2      616.7       685.1
Truck / Equipment / Auto Expense       633.0      696.3      765.9      804.2      844.4       886.7
Insurance                               78.0       85.8       94.4       99.1      104.1       109.3
Legal and Professional Fees             41.0       45.1       49.6       52.1       54.7        57.4
Travel and Entertainment                 5.0        5.5        6.1        6.4        6.7         7.0
Director Fees                           10.5       10.8       11.1       11.5       11.8        12.2
Pension and Profit Sharing              73.0       80.3       88.3       92.7       97.4       102.3
Other Operating Expense                522.0      574.2      631.6      663.2      696.4       731.2
Total Operating Expenses             5,486.5    5,851.5    6,244.3    6,585.3    6,946.7     7,329.8

Normalized EBITDA                    1,808.5    2,173.0    2,582.7    2,683.0    2,785.0     2,888.5

Other Income / (Expense)               84.0        92.4     101.6      106.7      112.1       117.7
Depreciation and Amortization          73.0        80.3      88.3       92.7       97.4       102.3

Normalized EBIT                      1,819.5    2,185.1    2,596.0    2,697.0    2,799.7     2,903.9
Margin                                24.9%      27.2%      29.4%      29.1%      28.8%       28.4%

Interest Expense                      120.0      141.6      159.9      171.7      180.3       189.3

Normalized Earnings Before Taxes     1,699.5    2,043.4    2,436.1    2,525.3    2,619.4     2,714.6

Income Tax Expense                    655.9       788.7      940.2      974.6    1,011.0     1,047.7
Normalized Net Income              $1,043.6    $1,254.8   $1,495.9   $1,550.7   $1,608.5    $1,666.9
Margin                               14.3%       15.6%      16.9%      16.7%      16.5%       16.3%




Six Frigates Capital Advisory                                                                          Page 34
 Balance Sheet Projections
 Red Bluff Construction
 Fiscal Year Ended June 30, 2005
 $1,000s
                                                  2005 Adj.     2006F       2007F       2008F       2009F       2010F
 Assets

 Current Assets
 Cash                                             $1,403.0    $1,543.3    $1,697.6    $1,782.5    $1,871.6    $1,965.2
 Accounts Receivable (WIP)                           891.0       980.1     1,078.1     1,132.0     1,188.6     1,248.0
 Inventory                                            53.7        59.0        64.9        68.2        71.6        75.1
 Short Term Investments                            1,371.5     1,508.7     1,659.6     1,742.5     1,829.7     1,921.1
 Total Current Assets                              3,719.2     4,091.1     4,500.2     4,725.2     4,961.5     5,209.6

 Total Fixed Assets                                 1,383.3    1,521.6     1,673.7     1,757.4     1,845.3     1,937.6
 Deposits                                             150.0      165.0       181.5       190.6       200.1       210.1

 Total Assets                                     $5,252.4    $5,777.7    $6,355.4    $6,673.2    $7,006.9    $7,357.2

 Liabilities

 Current Liabilities
 Notes Payable (Short-Term)                           $0.0        $0.0        $0.0        $0.0        $0.0        $0.0
 Accounts Payable                                     10.0        14.6        16.1        16.9        17.7        18.6
 Other Current Liabilities                             3.0         4.4         4.8         5.1         5.3         5.6
 Total Current Liabilities                            13.0        19.0        20.9        22.0        23.1        24.2

 Notes Payable                                      1,966.0    2,285.3     2,513.8     2,639.5     2,771.5     2,910.1

 Total Liabilities                                 1,979.0     2,304.3     2,534.7     2,661.5     2,794.6     2,934.3

 Equity
 Equity Beginning Balance                                       3,273.4     3,473.4     3,820.7     4,011.7     4,212.3
 Current Period Net Income                                      1,254.8     1,495.9     1,550.7     1,608.5     1,666.9
 Current Period Contributions / (Distributions)               (1,054.8)   (1,148.5)   (1,359.6)   (1,407.9)   (1,456.3)
 Total Shareholder's Equity                       $3,273.4    $3,473.4    $3,820.7    $4,011.7    $4,212.3    $4,422.9

 Total Liabilities and Equity                     $5,252.4    $5,777.7    $6,355.4    $6,673.2    $7,006.9    $7,357.2

 Memo:
 Balance Check                                          0.0         0.0        0.0          0.0         0.0         0.0
 Debt To Net Assets                                  37.5%      39.7%       39.7%       39.7%       39.7%       39.7%
 Net Assets                                         5,239.4    5,758.7     6,334.5     6,651.3     6,983.8     7,333.0
 Net Asset Growth                                                 9.9%      10.0%         5.0%        5.0%        5.0%




Six Frigates Capital Advisory                                                                                             Page 35
 Cash Flow Projections
 Red Bluff Construction
 Fiscal Year Ended June 30, 2005
 $1,000s
                                                 2006F      2007F      2008F       2009F     2010F

 Cash Flow From Operations
 Net Income                                      $1,254.8   $1,495.9   $1,550.7   $1,608.5   $1,666.9

 Addback:
 Depreciation and Amortization                       80.3       88.3       92.7       97.4      102.3
 Earnings Before Depreciation and Amortization    1,335.1    1,584.2    1,643.4    1,705.8    1,769.1

 Less Changes in Working Capital:
 Change in Cash                                   (140.3)    (154.3)     (84.9)     (89.1)     (93.6)
 Change in Accounts Receivable (WIP)               (89.1)     (98.0)     (53.9)     (56.6)     (59.4)
 Change in Inventory                                (5.4)      (5.9)      (3.2)      (3.4)      (3.6)
 Change in Short Term Investments                 (137.2)    (150.9)     (83.0)     (87.1)     (91.5)
 Change in Accounts Payable                           4.6        1.5        0.8        0.8        0.9
 Change in Other Current Liabilities                  1.4        0.4        0.2        0.3        0.3
 Total Changes In Working Capital                 (365.9)    (407.2)    (224.0)    (235.2)    (246.9)

 Cash Flow From Operations                         969.2     1,177.0    1,419.4    1,470.7    1,522.2

 Investment Activities
 Change in Total Fixed Assets                     (218.6)    (240.5)    (176.4)    (185.3)    (194.5)
 Change in Deposits                                (15.0)     (16.5)      (9.1)      (9.5)     (10.0)
 Cash Flow From Investment Activities             (233.6)    (257.0)    (185.5)    (194.8)    (204.5)

 Cash Flow From Financing Activities
 Change in Notes Payable (Short-Term)                0.0        0.0         0.0       0.0        0.0
 Change in Notes Payable                           319.3      228.5       125.7     132.0      138.6
 Cash Flow From Financing Activities               319.3      228.5       125.7     132.0      138.6

 Net Cash Flow                                   $1,054.8   $1,148.5   $1,359.6   $1,407.9   $1,456.3

 Memo:
 Change in Fixed Assets (NBV)                     (138.3)    (152.2)     (83.7)     (87.9)     (92.3)
 Depreciation and Amortization                     (80.3)     (88.3)     (92.7)     (97.4)    (102.3)
 Total Change in Fixed Assets                     (218.6)    (240.5)    (176.4)    (185.3)    (194.5)

 Variance To Balance Sheet Dividend                  $0.0      $0.0       $0.0       $0.0       $0.0
 Cash Flow Growth                                              8.9%      18.4%       3.5%       3.4%
 NCF % of Net Income                               84.1%      76.8%      87.7%      87.5%      87.4%



Six Frigates Capital Advisory                                                                           Page 36
 Projection Assumptions
 Red Bluff Construction
 Fiscal Year Ended June 30, 2005
 $1,000s

 Income Statement                   Driver                                      2005 Adj.      2006F    2007F    2008F    2009F    2010F

 Revenue                            Revenue Growth                                     12.4%    10.0%    10.0%     5.0%     5.0%     5.0%

 Officer's Compensation             Inflation +2%                                                5.0%     5.0%     5.0%     5.0%     5.0%
 Other Salaries and Wages           Inflation +2%                                                5.0%     5.0%     5.0%     5.0%     5.0%
 Rent                               Inflation                                                    3.0%     3.0%     3.0%     3.0%     3.0%
 Payroll Taxes                      % of Compensation, Salaries and Wages              11.1%    11.1%    11.1%    11.1%    11.1%    11.1%
 Truck / Equipment / Auto Expense   Revenue Growth                                              10.0%    10.0%     5.0%     5.0%     5.0%
 Insurance                          Revenue Growth                                              10.0%    10.0%     5.0%     5.0%     5.0%
 Legal and Professional Fees        Revenue Growth                                              10.0%    10.0%     5.0%     5.0%     5.0%
 Travel and Entertainment           Revenue Growth                                              10.0%    10.0%     5.0%     5.0%     5.0%
 Director Fees                      Inflation                                                    3.0%     3.0%     3.0%     3.0%     3.0%
 Pension and Profit Sharing         Revenue Growth                                              10.0%    10.0%     5.0%     5.0%     5.0%
 Other Operating Expense            Revenue Growth                                              10.0%    10.0%     5.0%     5.0%     5.0%

 Other Income / (Expense)           Revenue Growth                                              10.0%    10.0%     5.0%     5.0%     5.0%
 Depreciation and Amortization      % of NBV Adj. Fixed Assets                          5.3%     5.3%     5.3%     5.3%     5.3%     5.3%

 Interest Expense                   % of Avg. Debt Balance                              6.7%     6.7%     6.7%     6.7%     6.7%     6.7%

 Income Tax Expense                 At 5 Year Average                                           38.6%    38.6%    38.6%    38.6%    38.6%

 Inflation Assumption                                                                            3.0%     3.0%     3.0%     3.0%     3.0%

 Balance Sheet                      Driver                                      2005 Adj.      2006F    2007F    2008F    2009F    2010F

 Cash                               2005 % of Revenue                                  19.2%    19.2%    19.2%    19.2%    19.2%    19.2%
 Accounts Receivable (WIP)          2005 % of Revenue                                  12.2%    12.2%    12.2%    12.2%    12.2%    12.2%
 Inventory                          2005 % of Revenue                                   0.7%     0.7%     0.7%     0.7%     0.7%     0.7%
 Short Term Investments             2005 % of Revenue                                  18.8%    18.8%    18.8%    18.8%    18.8%    18.8%

 Total Fixed Assets                 2005 % of Revenue                                  19.0%    19.0%    19.0%    19.0%    19.0%    19.0%
 Deposits                           2005 % of Revenue                                   2.1%     2.1%     2.1%     2.1%     2.1%     2.1%

 Accounts Payable                   % of Operating Expenses                             0.2%     0.2%     0.2%     0.2%     0.2%     0.2%
 Other Current Liabilities          % of Operating Expenses                             0.1%     0.1%     0.1%     0.1%     0.1%     0.1%

 Notes Payable                      Note Payable To Total Assets (From Comps)          37.4%    39.7%    39.7%    39.7%    39.7%    39.7%



Six Frigates Capital Advisory                                                                                                               Page 37
                                Valuation




Six Frigates Capital Advisory        Page 38
 Income Approach - Discounted Net Cash Flow
 Red Bluff Construction
 Fiscal Year Ended June 30, 2005

 $1,000s                                                    2005       2006       2007       2008       2009       2010       2011



 Net Cash Flow                                                         $1,054.8   $1,148.5   $1,359.6   $1,407.9   $1,456.3   $1,456.3

 Terminal Value Multiple                                                                                                        5.91 x

 Total                                                                  1,054.8    1,148.5    1,359.6    1,407.9    1,456.3    8,612.8



 Mid-Year Convention? || Period                              No               1          2          3          4          5          6

 Discount Rate                                                           21.0%      21.0%      21.0%      21.0%      21.0%      21.0%

 Present Value Factor                                                  0.82645    0.68301    0.56447    0.46651    0.38554    0.31863

 Present Value                                                          $871.8     $784.5     $767.5     $656.8     $561.5    $2,744.3



 Sum of Present Values                                     $6,386.24

 Add: Value of Non-Operating / Excess Assets                1,678.46

 Concluded Equity Value                                    $8,064.71



 Multiple of 2006F Earnings (x Non-Operating Assets)          5.09 x

 Multiple of 2005 Adj. Earnings (x Non-Operating Assets)      6.12 x




Six Frigates Capital Advisory                                                                                                            Page 39
 Cost of Capital - Net Cash Flow
 Red Bluff Construction
 Fiscal Year Ended June 30, 2005
 $1,000s


 Cost of Equity: CAPM Ibbotson Discount Rate Build-Up                  %        Explanation

 Where Rsc = Rf + B(Rm-Rf) + SCP1 + SCP2

 Risk-Free Long Term U.S. Government Bond Rate           Rf    +        4.8%    SBBI Valuation Edition 2005 Yearbook

 Market Equity Risk Premium Above Risk Free Rate                        7.2%    SBBI Valuation Edition 2005 Yearbook
 Industry Beta                                                          1.48    Weighted aggregate of comparable companies
 Industry Equity Risk Premium                           Rm     +       10.6%

 Add:
 Micro Cap Risk Premium                                 SCP1   +        5.0%    SBBI Valuation Edition 2005 Yearbook, 10th Decile - 10a (rounded)
 Specific Subject Company Factors                       SCP2   +        1.0%    +1 for limited geographic foot print, +1 for key person dependence
                                                                                -1 for consistent earnings and growth
 Concluded Equity Discount Rate (Rounded)               Rsc    =       21.0%

 Less:
 Long Term Projected Earnings Growth Rate                G      -       3.5%

 Concluded Equity Capitalization Rate (Rounded)          X     =       17.5%
 Equivalent Earnings Multiple                                          5.71 x

 Equity Terminal Value: Gordon Growth Formula

 Where Terminal Value Multiple = (1+G)/(Rsc - G)

 Long Term Projected Earnings Growth Rate                G     +        3.5%
                                                               +          1.0
                                                                     103.50%

                                                               ./.

 Concluded Equity Discount Rate                         Rsc    +       21.0%
 Long Term Projected Earnings Growth Rate                G     -        3.5%
 Concluded Capitalization Rate                                         17.5%


 Concluded Terminal Value Multiple                       X     =       5.91 x




Six Frigates Capital Advisory                                                                                                                Page 40
 Income Approach - Capitalized Net Debt Free Earnings
 Red Bluff Construction
 Fiscal Year Ended June 30, 2005
 $1,000s




 MV Equity WACC                                         2005


 Adjusted Net Debt Free Earnings                        $1,112.0
 Multiple                                                 7.07 x
 Total Capitalization                                    7,863.1
 Add: Value of Non-Operating / Excess Assets            1,678.46
 Less: Total Debt June 30, 2005                         (1,966.0)
 Concluded Equity Value                                 $7,575.5




Six Frigates Capital Advisory                                       Page 41
Weighted Cost of Capital - Net Debt Free Earnings
Red Bluff Construction
Fiscal Year Ended June 30, 2005
$1,000s




Cost of Equity Conversion Calculation: NCF To Net Debt Free Earnings


                                                                         Actual                                                                  Projected
Debt Free Earnings                                               2001     2002      2003      2004      2005      2005 Adj    2006      2007       2008       2009      2010


Pre-Tax Income                                                   685.0     786.0   1,309.0   1,489.0    1,610.0    1,699.5   2,043.4   2,436.1    2,525.3    2,619.4    2,714.6
Addback: Interest Expense                                         58.0      68.0      94.0    107.0      120.0       120.0     141.6     159.9      171.7     180.3      189.3
Pre-Tax Earnings (Debt-Free)                                     743.0     854.0   1,403.0   1,596.0    1,730.0    1,819.5   2,185.1   2,596.0    2,697.0    2,799.7    2,903.9


Tax Rate                                                        39.4%     41.2%     37.5%     37.5%      38.9%      38.9%     38.6%     38.6%      38.6%      38.6%      38.6%
Income Tax Expense                                               292.9     352.0     526.3    598.1      672.7       707.5     843.3   1,001.9    1,040.9    1,080.5    1,120.7
Debt Free Earnings                                               450.1     502.0     876.7    997.9     1,057.3    1,112.0   1,341.7   1,594.1    1,656.1    1,719.2    1,783.1


Net Cash Flow                                                              141.0     655.0    430.0      (32.0)              1,054.8   1,148.5    1,359.6    1,407.9    1,456.3
Factor DFE / NCF                                                         3.56007   1.33854   2.3207    -33.0419              1.27199   1.38789    1.21804    1.2211    1.22444


Concluded Conversion Factor (2006-2010 Five Year Average)                          126.5%




Six Frigates Capital Advisory                                                                                                                                          Page 42
Weighted Cost of Capital - Net Debt Free Earnings
Red Bluff Construction
Fiscal Year Ended June 30, 2005
$1,000s


Debt Weighting (Aggregate Industry Average From Comps)    Wd          39.7%
Cost of Debt (Subject Company)                            Rd     x     6.7%
                                                                       2.6%
1 - Tax Rate (Subject Company)                           (1-T)   x    61.4%


Weighted Cost of Debt                                    WRd     =     1.6%


Equity Weighting                                          We          60.3%
Cost of Equity (Subject Company Discount Rate)            Re     x    21.0%
Discount Rate Conversion Factor                                  x   126.5%
Weighted Cost of Equity                                  WRe          16.0%


Weighted Cost of Debt                                    WRd           1.6%
Weighted Cost of Equity                                  WRe     +    16.0%
Weighted Average Cost of Capital                         WACC    =   17.6%


Long Term Projected Earnings Growth Rate                  G      -     3.5%
Concluded Capitalization Rate                                         14.1%


Concluded Capitalization Multiple                        1/X     =    7.07 x




Six Frigates Capital Advisory                                                  Page 43
Market Approach – Conclusion
Red Bluff Construction
At Fiscal Year Ended June 30, 2005
$1,000,000s



                                                  LTM                              At June 30, 2005                          MVIC Multiples
                                                                                                                                                               Weighted
Comparable Company                   Revenue     EBITDA      EBIT      MV Equity      L-T Debt         MVIC       Revenue       EBITDA        EBIT      Beta    Beta

Centex                               $13,314.2   $2,262.7   $2,199.9    $9,511.1     $13,871.5        $23,382.5     1.76 x        10.33 x     10.63 x   1.44    0.61248
Lennar                               $11,639.4   $2,018.5   $1,959.0   $10,550.7      $3,207.2        $13,757.9     1.18 x         6.82 x      7.02 x   1.50    0.56814
Toll Brothers                         $4,704.3   $1,029.9   $1,013.3    $8,515.9      $1,723.9        $10,239.8     2.18 x         9.94 x     10.11 x   1.52    0.29777

Aggregate                            $29,657.9   $5,311.2   $5,172.2   $28,577.7     $18,802.6        $47,380.3     1.60 x         8.92 x      9.16 x   1.48
Aggregate % of MVIC                                                       60.3%         39.7%           100.0%
Mean                                                                                                                1.70 x         9.03 x      9.25 x   1.49
Median                                                                                                              1.76 x         9.94 x     10.11 x   1.50
Std % of Mean                                                                                                       29.3%          21.4%       21.1%    2.8%

                                                                                                 Conclusions                       6.24 x               1.48

Red Bluff Construction             $7,295.0      $1,808.5   $1,819.5    $6,811.6      $4,481.7        $11,293.3
Add: Value of Non-Operating / Excess Assets                              1,678.5
Concluded Market Value of Equity                                       $8,490.11

Multiple of EBITDA (x Non-Operating Assets)                                                              6.24 x
Multiple of EBIT (x Non-Operating Assets)                                                                6.21 x

Red Bluff capitalized at aggregate debt to MVIC
Aggregate beta is derived by weighting subject company earnings




Six Frigates Capital Advisory                                                                                                                                  Page 44
 Market Approach - Public Company Comparables
 Red Bluff Construction
 At Fiscal Year Ended June 30, 2005
 $1,000,000s

 Toll Brothers
 Toll Brothers, Inc. engages in designing, building, marketing, and arranging finance for single-family detached and
 attached homes in luxury residential communities in the United States. It also involves in building, or converting
 existing rental apartment buildings into high-, mid-, and low-rise luxury homes. The company serves move-up,
 empty-nester, active-adult, age-qualified, and second-home buyers in 22 states. In addition, Toll Brothers engages in
 the land development, architectural, engineering, mortgage, title, landscaping, lumber distribution, house
                                                       (1)
 component assembly, and manufacturing operations.

                                                                +            +               -
                                                             Year End      Q2 YTD         Q2 YTD           LTM
 Financials                                                   Oct-04       Apr-05         Apr-04          Q2 2005

 Revenue                                                      $3,893.1      $2,215.1        $1,403.9         $4,704.3
 Operating Expenses                                            3,137.3       1,704.4         1,167.3          3,674.4
 EBITDA                                                          755.8         510.7           236.6          1,029.9

 Depreciation and Amortization                                    15.0           9.0             7.3             16.7
 EBIT                                                            740.7         501.8           229.2          1,013.3

 Interest Expense                                                 93.3         49.9             35.8            107.5
 Pre-Tax Income                                                 $647.4       $451.8           $193.5           $905.8

 EBITDA Margin                                                   19.4%        23.1%            16.9%           21.9%
 EBIT Margin                                                     19.0%        22.7%            16.3%           21.5%
 Pre-Tax Margin                                                  16.6%        20.4%            13.8%           19.3%

 Total Assets                                                 $4,905.6      $5,351.5                         $5,351.5
 Revenue / Total Assets                                         79.4%                                          87.9%

 Shares Outstanding Q2, 2005 (Diluted)                                                                        83.859
 Share Price                                                                                                    101.6
 MV Equity                                                                                                  $8,515.88

 Loans Payable                                                                                                 $358.9
 Senior Notes                                                                                                   845.9
 Senior Subordinated                                                                                            450.0
 Warehouse Loan                                                                                                  69.1
 Long-Term Debt Q2 Month End                                                                                 $1,723.9

 MVIC                                                                                                       $10,239.8




Six Frigates Capital Advisory                                                                                            Page 45
 Market Approach - Public Company Comparables
 Red Bluff Construction
 At Fiscal Year Ended June 30, 2005
 $1,000,000s

 Lennar

 Lennar Corporation operates as a homebuilder in the United States. It engages in the construction and sale of single-
 family attached and detached homes, and to a lesser extent multi-level residential buildings. The company also
 involves in the purchase, development, and sale of residential land. In addition, Lennar Corporation offers various
 financial services, including mortgage financing; title insurance; closing services; and ancillary services, such as high-
                                      (1)
 speed Internet and cable television.

                                                                  +             +                -
                                                               Year End       Q2 YTD          Q2 YTD            LTM
 Financials                                                     Nov-04        May-05          May-04           Q2 2005

 Revenue                                                        $10,504.9      $5,338.7         $4,204.2        $11,639.4
 Operating Expenses                                               8,658.2       4,522.0          3,559.3          9,620.9
 EBITDA                                                           1,846.7         816.7            644.9          2,018.5

 Depreciation and Amortization                                       55.6          37.5             33.6              59.5
 EBIT                                                             1,791.2         779.2            611.4           1,959.0

 Interest Expense                                                   272.1          77.6             64.1            285.6
 Pre-Tax Income                                                  $1,519.1        $701.6           $547.3         $1,673.4

 EBITDA Margin                                                      17.6%        15.3%             15.3%            17.3%
 EBIT Margin                                                        17.1%        14.6%             14.5%            16.8%
 Pre-Tax Margin                                                     14.5%        13.1%             13.0%            14.4%

 Total Assets                                                    $9,165.3      $9,605.6                          $9,605.6

 Revenue / Total Assets                                           114.6%                                           121.2%

 Shares Outstanding Q2, 2005 (Diluted)                                                                           166.284
 Share Price                                                                                                         63.5
 MV Equity                                                                                                     $10,550.72

 Senior Notes / Long-Term Debt / Financial Services Q2 Month End                                                 $3,207.2


 MVIC                                                                                                           $13,757.9




Six Frigates Capital Advisory                                                                                                 Page 46
 Market Approach - Public Company Comparables
 Red Bluff Construction
 At Fiscal Year Ended June 30, 2005
 $1,000,000s

 Centex


 Centex Corporation, a home building company, engages in purchasing and developing land or lots, and constructing
 and selling detached and attached single-family homes and land or lots in the United States. The company markets
 its homes to first-time buyers under the Fox & Jacobs brand, as well as to first-time and move-up buyers under the
 Centex Homes brand; sells multi-family homes in urban areas under the City Homes brand; and markets homes to
 rural lot owners under the Wayne Homes brand, and to second home/resort homebuyers under the Centex
                               (1)
 Destination Properties brand.

                                                             +             +               -
                                                          Year End       Q1 YTD         Q1 YTD           LTM
 Financials                                                Mar-05        Jun-05         Jun-04          Q2 2005

 Revenue                                                  $12,859.7       $3,220.6        $2,766.1       $13,314.2
 Operating Expenses                                        10,741.5        2,680.6         2,370.5        11,051.5
 EBITDA                                                     2,118.2          540.1           395.6         2,262.7

 Depreciation and Amortization                                 58.3           16.5            11.9            62.8
 EBIT                                                       2,060.0          523.6           383.6         2,199.9

 Interest Expense                                             486.2          149.1           107.8           527.6
 Pre-Tax Income                                            $1,573.8         $374.4          $275.9        $1,672.3

 EBITDA Margin                                                16.5%         16.8%           14.3%            17.0%
 EBIT Margin                                                  16.0%         16.3%           13.9%            16.5%
 Pre-Tax Margin                                               12.2%         11.6%           10.0%            12.6%

 Total Assets                                             $20,011.1     $21,149.4                        $21,149.4

 Revenue / Total Assets                                       64.3%                                          63.0%

 Shares Outstanding Q2, 2005 (Diluted)                                                                    134.584
 Share Price                                                                                                  70.7
 MV Equity                                                                                               $9,511.08

 Debt - Centex                                                                                            $3,586.4
 Debt - Financial Services                                                                                10,285.0
 Long-Term Debt Q2 Month End                                                                             $13,871.5

 MVIC                                                                                                    $23,382.5




    (1) Yahoo Finance




Six Frigates Capital Advisory                                                                                         Page 47
                                Appendices




Six Frigates Capital Advisory         Page 48
 Control Premiums - Mergerstat Review
 Red Bluff Construction
 Fiscal Year Ended June 30, 2005
 $1,000s



                                        Avg. Premium     Median Premium   Implied Minority
 Year of Buyout       Transactions           Paid             Paid           Discount


 1980                      169              49.9%             46.6%            31.8%
 1981                      166              48.0%             41.9%            29.5%
 1982                      176              47.4%             43.5%            30.3%
 1983                      168              37.7%             34.0%            25.4%
 1984                      199              37.9%             34.4%            25.6%
 1985                      331              37.1%             27.7%            21.7%
 1986                      333              38.2%             29.9%            23.0%
 1987                      237              38.3%             30.8%            23.5%
 1988                      410              41.9%             30.9%            23.6%
 1989                      303              41.0%             29.0%            22.5%
 1990                      175              42.0%             32.0%            24.2%
 1991                      137              35.1%             29.4%            22.7%
 1992                      142              41.0%             34.7%            25.8%
 1993                      173              38.7%             33.0%            24.8%
 1994                      260              41.9%             35.0%            25.9%
 1995                      324              44.7%             29.2%            22.6%
 1996                      381              36.6%             27.3%            21.4%
 1997                      487              35.7%             27.5%            21.6%
 1998                      512              40.7%             30.1%            23.1%
 1999                      723              43.3%             34.6%            25.7%
 2000                      574              49.2%             41.1%            29.1%
 2001                      439              57.2%             40.5%            28.8%
 2002                      326              59.7%             34.4%            25.6%


 Median                                     41.0%             33.0%            24.8%



 Std Dev                                    6.5%               5.5%            3.0%
 % of Mean                                  15.9%             16.6%            12.0%




Source: NACVA; Business Valuations: Fundamentals, Techniques and Theory




Six Frigates Capital Advisory                                                                Page 49
 Marketability Discounts - Summary of Restricted Stock Studies
 Red Bluff Construction
 Fiscal Year Ended June 30, 2005
 $1,000s



                                       Transactions
 Study                                  Observed            Median       Mean



 SEC inst. Investors                       398                   24.0%     26.0%

 Gelman                                     89                   33.0%     33.0%

 Moroney                                   146                   34.0%     35.0%

 Maher                                      34                   33.0%     35.0%

 Trout                                      60                     NA      34.0%

 Willamette Mgt.                            33                   31.0%       NA

 Stryker / Pittock                          28                   45.0%       NA

 Silber                                     69                     NA      34.0%

 Hall and Polacek                          100+                    NA      23.0%

 Johnson                                    72                     NA      20.0%

 CFIA (1)                                   23                   14.0%     21.0%

 CFIA (2)                                   15                    9.0%     13.0%

 Mgt. Planning (1)                          53                   25.0%     27.0%

 Mgt. Planning (2)                          27                    9.0%     12.0%

 FMV Opinions                              243                   20.0%     22.0%



 Mean                                                            25.2%     25.8%



 Std Dev                                                                    8.1%

 % of Mean                                                                 31.5%




 Source: NACVA; Business Valuations: Fundamentals, Techniques and Theory




Six Frigates Capital Advisory                                                      Page 50
Compensation Review




Six Frigates Capital Advisory   Page 51
Equipment Appraisal




Six Frigates Capital Advisory   Page 52
Facility Lease - Survey of Rents




Six Frigates Capital Advisory      Page 53
Biography

Six Frigates Capital Advisory is a investment consultancy firm advising clients on issues relating to mergers,
acquisitions and valuation. The company was founded by Dillon Walters who possesses over ten years experience
as investment buyer, seller and intermediary. Mr. Walters is a member of various professional organizations
including the National Association of Certified Valuation Analysts. He hopes to receive certification as an
Accredited Valuation Analyst in the very near future.




Six Frigates Capital Advisory                                                                         Page 54

				
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