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A UNIQUE PRIVATE EQUITY INVESTMENT FIRM 4330 LA JOLLA VILLAGE DRIVE #270 SAN DIEGO, CALIFORNIA 92122-6229 PHONE: [858] 459.2922 / FAX: [858] 459.3776 WWW.CARLISLE-ACQUISITIONS.COM Last Update: June, 2005

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Page 1: A UNIQUE PRIVATE EQUITY INVESTMENT FIRMcarlisle-acquisitions.com/html/brochure.pdf · A UNIQUE PRIVATE EQUITY INVESTMENT FIRM ... Benetech is the leading domestic supplier of dust

A UNIQUE PRIVATE EQUITY INVESTMENT FIRM

4330 LA JOLLA VILLAGE DRIVE #270 SAN DIEGO, CALIFORNIA 92122-6229

PHONE: [858] 459.2922 / FAX: [858] 459.3776

WWW.CARLISLE-ACQUISITIONS.COM

Last Update: June, 2005

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EXECUTIVE SUMMARY

CARLISLE ENTERPRISES, LLC is a uniquely qualified private equity investment firm wholly owned and operated by its principals. Since 1993, Carlisle has invested in over fifty companies, with annual sales in excess of $5.0 billion in a wide variety of manufacturing, consumer and service businesses. The firm’s partners provide unique operational experience and invaluable skills for improving and growing businesses. Five of the seven full time principals and all of Carlisle’s twenty-one limited partners are former chief executive officers, presidents, and/or chief financial officers of large diversified companies. Industry segments targeted for acquisition include a broad array of manufacturing, service, distribution, consumer and other areas where the experience of the Carlisle principals can be applied. Carlisle has an exclusive partnership arrangement with CENTRE PARTNERS MANAGEMENT LLC to pursue acquisitions jointly in the sectors noted above. Centre is a preeminent private equity firm that, since 1986, has invested more than $3.0 billion in over 80 companies, and currently has a capital base of over $850 million. The combination of Carlisle’s industry knowledge and operating expertise along with Centre’s financial resources represents a significant force in the private equity arena. Carlisle can provide up to $100 million of equity in a single transaction and substantially more in conjunction with existing co-investment partners. Candidate companies can be profitable or underperforming with annual revenues of $50 million to over $1.0 billion, and are usually headquartered or have a significant business base in the United States or Canada. Carlisle prefers to team with existing management and provides attractive performance based equity incentives for the key members of the management team. When needed, Carlisle principals serve as interim or permanent Chief Executive Officers or Chief Financial Officers. The firm has a proven track record of working with management and owners to close transactions of any complexity in a timely manner. Carlisle is highly flexible in structuring transactions and has extensive experience in:

• Acquisition of a division or subsidiary of public companies – this experience includes transactions with DuPont, General Motors, Allied Signal, Monsanto, Imperial Chemical, and WMX Technologies

• Recapitalization of private companies • Consolidation of a fragmented industry by acquisition

• Minority and growth capital investments in private and public companies

FOR ADDITIONAL INFORMATION, PLEASE CONTACT A PRINCIPAL AT:

4330 LA JOLLA VILLAGE DRIVE, SUITE 270 SAN DIEGO, CA 92122-6229

PHONE: [858] 459.2922 / FAX: [858] 459.3776 www.carlisle-acquisitions.com

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The Centre - Carlisle Partnership

Carlisle Enterprises, LLC has joined forces with Centre Partners Management LLC, combining financial expertise, mergers and acquisitions skills, operating experience and industry knowledge to create a significant force in the private equity arena. Centre is a leading private equity investor with a middle-market focus since its founding in 1986. Managing Directors of Centre include: Lester Pollack, Bruce Pollack, David Jaffe, Scott Perekslis, Robert Bergmann and David Blatte. Comprised of eighteen professionals with offices in New York and Los Angeles, Centre currently manages over $850 million in committed capital. The combination of Carlisle’s operating experience and Centre’s investment professionals and committed capital greatly increases both the ability to evaluate opportunities and close transactions. Centre-Carlisle is a partner of choice in creating value for both industry sellers and management teams with a new or continuing stake in their business.

THE RELATIONSHIP:

Carlisle and Centre work together as partners on all deals within the targeted segments

The Centre-Carlisle partnership is seamless, effectively operating as one firm in terms of decision making, deal evaluation and execution

The firms’ complementary skills set Centre-Carlisle apart as a high value added partner to

management teams

The collective resources uniquely qualify the partnership to close complex transactions which require flexibility and creativity

VALUE -ADDED COMPONENTS

• Equity capital for growth initiatives and add-on acquisitions • Relationships with most major lending institutions/investment banks and experience in

negotiating appropriate terms/pricing • Successful history in developing recapitalization

structures for business owners and attractive incentive equity packages for management

• Acquisition support via candidate sourcing and deal execution assistance • Preparing for an IPO (selecting underwriters, terms, pricing) and other exit options

• Industry knowledge across broad spectrum of manufacturing, consumer and service businesses

• Day to day operating experience helpful to

management in growing and improving companies

• Active board contributions to strategic planning

and business development • Leadership training/mentoring and executive

recruitment • Add-on acquisition integration • Access to a vast industry executive network opens doors

FINANCIAL OPERATIONAL

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THE PRINCIPALS

DAVID L. CANEDO

Brings 30 years of general management and finance experience to Carlisle. Mr. Canedo previously served as Chairman and Chief Executive Officer of Duro Industries, Inc., a former Carlisle portfolio company, and as Vice Chairman of Hyco International, Inc., where he formerly served as Co-Chief Executive Officer. He formerly served as Chief Financial Officer of Fiberite, Inc., another Carlisle portfolio company. Mr. Canedo also served as Vice President/General Manager of the $400 million metal and composites bonding unit of Rohr Industries, Inc.

JAMES S. CARLISLE

As Chief Executive Officer and a founder of Carlisle Enterprises in 1990, he has over 30 years of mergers and acquisitions experience. Since 1975, Mr. Carlisle has led an acquisition investment program acquiring businesses in a wide variety of industry segments. In addition, he has executive management experience running both troubled and profitable companies.

RICHARD W. DETWEILER

Thirty years of experience including currently serving as interim COO of Linc.net, a Carlisle portfolio company, and formerly served as Co-Chief Executive Officer of Hyco International, Inc. Mr. Detweiler formerly served as Chairman and Chief Executive Officer of a publicly traded industrial and aerospace corporation and as Chief Financial Officer of Solar Turbines, a $400 million international turbine manufacturer. In addition, he has held general management and other executive positions in companies including Caterpillar, Sundstrand, and Navistar.

DENNIS A. DUNN

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

PHILIP J. SAUDER

Former Chairman of Alpha Technologies, a recently divested Carlisle portfolio company. Alpha is a manufacturer of instruments and software serving the rubber and other industries. He previously served as Vice President/General Manager of the $500 million aerospace division of Abex, Inc. and has substantial senior executive experience in the automotive industry.

RALPH E. STEWART

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

DALE L. ZIEGLER

A broad-based senior executive with over 30 years of experience in a variety of industrial, commercial and consumer businesses. He formerly served as the Chief Financial Officer of Kendro Laboratory Products, a Carlisle portfolio company, and as Managing Director and Chief Financial Officer of Pneumo Abex Corporation, an $800 million diversified manufacturing company.

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

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ACQUISITION CRITERIA

TARGETED INDUSTRIES

Targets for acquisition include a broad array of businesses providing manufactured products, materials, and services to industrial, commercial and consumer customers. See INDUSTRY EXAMPLES below.

CANDIDATE PROFILE

Candidates include subsidiaries or divisions of public companies, privately held companies and public to private transactions. We generally take a control position, but also actively seek minority equity investments.

COMPETITIVE PROFILE

Carlisle prefers companies that are strongly positioned in their market segments with unrealized potential for growth, either through internal growth or add-on acquisition. We also seek to consolidate fragmented industries through acquisition.

SIZE We are interested in companies with annual revenues in the range of $50 million to over $1.0 billion. We will consider smaller companies as add-ons to portfolio companies and in selected high growth investments.

FINANCIAL PERFORMANCE

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

PAYMENT TERMS

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

OPERATING MANAGEMENT

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

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

INDUSTRY EXAMPLES

Examples of industries in which Carlisle has interest and expertise are listed below. In addition to the examples noted, the broad backgrounds and operating expertise of our principals cover a large array of other manufacturing and service enterprises that are of interest to Carlisle Enterprises.

• Power Systems, including internal combustion engines and related equipment and services

• Composite Materials and Structures • Communication and Identification Products and Systems • Control Systems and Assemblies • Consumer Products and Services • Specialty Chemicals, including resins, coatings and adhesives • Diagnostic and Process Control Products, Systems, and Services • Electrical Products and Systems • Global Outsourcing and Logistics Services • Government Infrastructure Development and Support Services

• Industrial Support Services • Defense Systems and Products • Aircraft Components, Systems and Services • Life Science, Healthcare and Environmental Products and

Services • Liquid and Air Handling Equipment and Services • Electronics Products • Distribution Services • Packaging Systems and Materials • Restaurant, Retail and Related Businesses • Surveillance, Detection and Analysis Products and Services • Specialty Metals and Alloys • Vehicular Systems, Parts and Accessories

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OPERATING EXPERTISE

Carlisle's operating expertise enhances the success of portfolio companies. Utilized in board and/or executive roles, our partners make key value-added contributions as required by each situation. Executive roles may be filled by Carlisle's operating executives in portfolio companies. While our preferred approach is to participate from an active board role, we can supplement the management team to fill a critical need, in both interim and permanent assignments.

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

Examples of specific value-added contributions by Carlisle executives to selected portfolio companies are:

FIBERITE, INC.

Industry expertise of James Ashton and David Canedo led to Carlisle being viewed as a strategic buyer, overcoming indications that ICI, parent of Fiberite, was not receptive to a financial buyer.

Dr. Ashton and Mr. Canedo used industry relationships to evaluate the industry and conduct pre-definitive agreement due diligence without visiting plants or meeting management (at seller’s request).

Dr. Ashton and Mr. Canedo became full-time Chief Executive Officer and Chief Financial Officer, respectively, at closing and:

Recruited experienced managers with whom they had prior working relationships. Guided the transition to a stand-alone business, introduced an entrepreneurial culture and guided the strategic planning process.

Introduced management equity participation and incentive compensation programs. Established management, operations and financial planning reporting and control tools.

Fiberite was revitalized at five manufacturing plants by the new management team through hands-on assistance.

Mr. Canedo led in the effort to evaluate and negotiate two add-on acquisitions. Carlisle guided and assisted in the sale process.

BRAND SERVICES, INC.

Wayne Hoffman introduced Carlisle to WMX, parent of Brand. Carlisle was responsible for obtaining an exclusive period to negotiate a transaction, and closing

occurred within 90 days of the first meeting. David Canedo was extensively involved in due diligence, initial organizational efforts and hiring of a

new Chief Executive Officer, including serving as the interim Chief Executive Officer. James Carlisle served on the board and provided counsel to the Chief Executive Officer in operations

and potential exit strategy. Carlisle’s partners introduced Brand to a domestic power company, to major foreign corporations

instrumental in key strategic initiatives and to potential strategic acquirers. Carlisle provided guidance for the orderly sale of Brand to a financial buyer.

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

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

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OPERATING EXPERTISE

KENDRO LABORATORY PRODUCTS, L.P.

Our institutional equity partner, who would not proceed without Carlisle’s involvement, brought Carlisle into the transaction. This transaction was a carve-out of an incomplete business and lacked a full management team.

Ralph Stewart and Dale Ziegler became full-time Chief Executive Officer and Chief Financial Officer, respectively, at closing, and:

Guided the transition to a stand-alone business and introduced an entrepreneurial culture to the company.

Implemented management equity participation and incentive compensation programs. Installed management, operations and financial planning reporting and control tools, and upgraded all information systems.

Guided the strategic planning process that led to the acquisition of a larger European-based competitor.

Managed the integration of two businesses into a single worldwide entity, capturing the synergies from consolidation.

Recruited replacements for Chief Executive Officer and Chief Financial Officer. Carlisle provided guidance for the orderly sale of Kendro to a strategic buyer.

BENETECH, INC.

Richard Detweiler recognized the potential of the industry segment. Mr. Detweiler, along with Ralph Stewart, developed an excellent relationship with the owners that led to Carlisle’s selection as the investor most able to assist in future growth.

Mr. Stewart, as part-time non-executive Chairman, and Dale Ziegler, as active director, introduced formal corporate governance to Benetech.

Mr. Stewart serves as mentor to the Chief Executive Officer and as intermediary between management and the board.

Mr. Stewart guided the organizational development and implemented management equity and incentive compensation programs.

Mr. Ziegler led management through development of a strategic plan. He assisted in implementing financial and operational performance tools into Benetech.

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CARLISLE MANAGING DIRECTORS

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

Mr. Canedo previously served as Chairman and Chief Executive Officer of Duro Industries, a former Carlisle Enterprises portfolio company. He also formerly served as Co-Chief Executive Officer of Hyco International, Inc. (a portfolio company of Carlisle’s equity partner, Centre Partners Management LLC). Prior to his involvement with Duro, he was the Chief Financial Officer and served on the board of Fiberite, Inc. and served as interim Chief Executive Officer of Brand Services, Inc., both Carlisle Enterprises portfolio companies.

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

Mr. Carlisle served on the board of Brand Services, Inc. until its sale in October 2002. He formerly served on many public and private boards including Fiberite, Sorvall Products (predecessor to Kendro Laboratory Products), Garrett Aviation Services (all former Carlisle Enterprises portfolio companies), as well as Chairman of the Board of Fourth Generation Technology, Inc.

David L. Canedo MANAGING DIRECTOR

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

James S. Carlisle CEO

Jim Carlisle, Chief Executive Officer and a founder of Carlisle Enterprises in 1990, has over 30 years of experience in mergers and acquisitions in a wide variety of industry segments. His experience also includes serving as President and/or Chief Executive Officer of several companies, including businesses he has acquired. Since 1975 Mr. Carlisle has acquired companies for himself and investor partners. During his acquisition career, Mr. Carlisle’s responsibilities have included locating, evaluating and valuing acquired companies, as well as handling acquisition negotiations, raising capital, and managing divestitures.

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CARLISLE MANAGING DIRECTORS

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

Mr. Detweiler formerly served as Co-Chief Executive Officer of Hyco International, Inc. (a portfolio company of Carlisle’s equity partner, Centre Partners Management LLC). He also was the former interim Chief Operating Officer of Linc.net and served on the board of Precision Partners, both Carlisle Enterprises portfolio companies. Mr. Detweiler currently is on the boards of RBX Corporation and Pacific Aerospace and previously was a director of a number of public and private companies, serving manufacturing and industrial service industries.

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

Mr. Dunn began his professional career with Conoco Inc., a former DuPont subsidiary, in the company's domestic oil and gas exploration division. He holds a B.S. in Administrative Science from Yale University and an M.B.A. from The Graduate School of Business at Stanford University. He previously served on the boards of Alpha Technologies and Aviation Systems International, both former Carlisle Enterprises portfolio companies.

Richard W. Detweiler MANAGING DIRECTOR

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

Dennis A. Dunn MANAGING DIRECTOR

Dennis Dunn, Managing Director, began his career in acquisitions in 1988, and joined Carlisle in 1992. Mr. Dunn is actively involved in all phases of Carlisle’s acquisition program, including marketing and acquisition candidate generation and development, industry and financial analysis, transaction structuring and lender financing. Prior to joining Carlisle, Mr. Dunn led acquisitions in manufacturing, distribution and service segments, developing a portfolio of leading companies in truck body and accessories manufacturing, steel distribution, specialty metal alloy investment casting and machining, and floor coverings manufacturing and distribution.

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CARLISLE MANAGING DIRECTORS

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

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

Mr. Ziegler currently serves on the board of Benetech, Inc. and formerly served as a director of Kendro Laboratory Products, until its sale in 2001, both Carlisle Enterprises portfolio companies. Until 1999, he served as Chief Financial Officer of Sorvall following its acquisition from DuPont and during the merger with Heraeus Instrument Group to form Kendro. Previously, Mr. Ziegler served as Director, Vice President and Chief Financial Officer of Garrett Aviation Services, a Carlisle Enterprises portfolio company until its sale in 1996.

Dale L. Ziegler MANAGING DIRECTOR

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

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CARLISLE LIMITED PARTNERS

WILLIAM S. ANTLE William Antle is the former Chairman, President and Chief Executive Officer of Oak Industries Inc., a leading manufacturer of highly engineered components for the communications industries. Prior to serving at Oak Industries, Mr. Antle was Executive Vice President at Bain and Company, an international strategic consulting firm, where he held administrative responsibility for one of the five operating groups which ran Bain and Company's North American consulting practice. He also served as General Manager of a four-plant complex in the U.K. for Cummins Engine Company, the largest independent manufacturer of diesel engines. Mr. Antle formerly was Chairman of Linc.net, a Carlisle Enterprises portfolio company, and currently is on the boards of ESCO Electronics Corporation, John J. Harland Company and Checkpoint Systems, Inc.. He formerly served on the boards of GenRad Inc. and Nvest Companies, L.P. JAMES E. ASHTON Dr. Ashton was formerly Chief Executive Officer of Precision Partners, a Carlisle Enterprises portfolio company. Precision Partners was formed through a build-up strategy to create a leading supplier of outsourced precision machined and fabricated metal parts for original equipment manufacturers. Dr. Ashton also served as Chief Executive Officer of Fiberite, Inc., a Carlisle Enterprises portfolio company and a $270 million leader in the manufacture of advanced composite materials. A former Vice President and General Manager of the $350 million Armament Systems Division of FMC Corporation, a manufacturer of large automated cannon and missile launching systems, Dr. Ashton also served as Vice President and General Manager of the HDS Division of Schlumberger, a $160 million manufacturer of instruments, trucks and computers utilized in oil well logging and service. Dr. Ashton is a former Chairman of the Committee of the Machine Tool Industry for the National Research Council. Dr. Ashton currently serves on the boards of ThermaSys, Inc. (dba Steel Parts), Poco Graphite, Inc., OneNeck, Inc., Marine Travelift, Inc. and ExacTech, Inc. He also served as a director of Extrusion Dies, Inc., Lokring, Inc., Diametrics Medical, Inc. and Composite Optics, Inc.

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

HUDSON B. DRAKE As former President of Allegheny Teledyne's Aerospace, Electronics and Specialty Metals segment, Mr. Drake was responsible for eight manufacturing companies with sales of $1.5 billion. He also held several other senior operating management positions at Teledyne, Inc. Prior to joining Teledyne, Mr. Drake served for ten years in a number of management positions in engineering, operations, and new business development at the Autonetics Division of Rockwell International. He won a presidential appointment as a White House Fellow and served as the Special Assistant to the Vice President of the United States. Mr. Drake currently serves on the boards of Compass Aerospace and UCLA Cancer Foundation. He recently served as a director of The New Piper Aircraft, Inc., Board of Governors-Aerospace Industries Association and Defense Policy Advisory Committee on Trade. Mr. Drake formerly served as an advisor to the board of Duro Industries, Inc., a former Carlisle portfolio company.

JOHN E. GLANCY

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

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CARLISLE LIMITED PARTNERS

WAYNE M. HOFFMAN Mr. Hoffman is the former Chairman and Chief Executive Officer of Flying Tiger Line, Inc. and Tiger International, Inc., the international air cargo and transport company. During Mr. Hoffman's 19 years at Flying Tiger, the company grew to $2.5 billion in revenues and was sold to Federal Express in the late 1980s. Prior to Flying Tiger, Mr. Hoffman served as Chairman of the Board of the New York Central Transportation Company, and in other executive roles with the New York Central Railroad Co. and the Illinois Central Railroad. He formerly served on the boards of Hoffman Pacific Corporation (owner), Pacific Executive Aviation, Adventure Airlines, U.S. Sunamerica, Inc., Kaufmann & Broad, Rohr, Inc. and Aerospace Corp. Mr. Hoffman also co-founded the Hungry Tiger chain of restaurants located throughout the western United States. CHRISTOPH L. HOFFMANN As former Executive Vice President, Law and Corporate Administration, and Secretary of Raytheon Company, Mr. Hoffmann played a leading role in a number of significant acquisitions and divestitures, including Raytheon's acquisitions of the Hawker Aircraft line from British Aerospace, E-Systems, the Defense Business of Texas Instruments, and Hughes Aircraft Company. Prior to Raytheon, Mr. Hoffmann was Senior Vice President, Secretary and General Counsel for Pneumo Abex Corporation, and Staff Attorney and Assistant General Counsel for Textron, Inc. Mr. Hoffmann is a member of the American, Massachusetts, and Rhode Island Bar Associations, and The Association of General Counsel. Currently, he is Chairman of the Board of Trustees of Beth Israel Deaconess Hospital-Needham, a director of Medical Web Technologies and a member of the advisory board of eLaw Forum, Inc. He is a former Director of the New England Legal Foundation and Associated Industries of Massachusetts.

JOHN A. (JACK) KROL Mr. Krol recently retired as Chairman and Chief Executive Officer of DuPont, a $45 billion research and technology-based global chemical and energy company offering high-performance products based on chemicals, polymers, fibers and petroleum. After joining DuPont in 1963, Mr. Krol held various marketing and manufacturing positions in DuPont Fibers until being named Vice President in 1983. In 1986, he joined DuPont Agricultural Products and served as Senior Vice President until being named Senior Vice President of DuPont Fibers in 1990. In 1992, Mr. Krol was elected Vice Chairman, was named President and Chief Executive Officer in 1995, and became Chairman and Chief Executive Officer in 1997. In August of 2002, Mr. Krol joined the board of Tyco International Ltd. Mr. Krol currently serves on the boards of MeadWestvaco Corporation, ACE Limited Insurance and the Milliken & Company. Mr. Krol is on the Advisory Boards of Teijin Limited, the Bechtel Corporation, and the board of trustees of the University of Delaware. He is a former member of The Business Council, a former trustee of Hagley Museum and emeritus trustee of Tufts University, and the former president of GEM: The National Consortium for Graduate Degrees for Minorities in Engineering and Science, Inc. He formerly served on the boards of Armstrong World Industries, Inc. and JP Morgan.

DANA G. MEAD Dana G. Mead recently retired as Chairman and Chief Executive Officer of the $7 billion global manufacturer, Tenneco Inc., and of the two successor companies of the Tenneco conglomerate, Tenneco Automotive Inc., a producer of automotive parts, ride control products and exhaust systems, and Pactiv Corporation, a leading packaging company. Mr. Mead served as Chairman and Chief Executive Officer from 1994 to 1999, and as President and Chief Operating Officer from 1992 to 1994. He was Chairman and Chief Executive Officer of Case Corporation, and Chairman of Albright & Wilson Chemicals and Newport News Shipbuilding Inc., both Tenneco subsidiaries. Mr. Mead served in various executive positions, including Executive Vice President and Director of International Paper, last serving as Executive Vice President of the pulp and paper sector. Mr. Mead served in the White House from 1970-1974 as a White House Fellow and as Associate and Deputy Director of the Domestic Council. Mr. Mead currently serves on the boards of Pfizer Inc. and Zurich Financial Services. He is past Chairman of the Business Roundtable, the U.S. delegation of the Transatlantic Business Dialogue and is a past Chairman and former Director of the National Association of Manufacturers. Currently, he is Chairman of the Business Advisory Council for United Nations Office for Project Services and is a member of the National Board of Governors of The Boys & Girls Clubs of America. SOUTHWOOD J. (WOODY) MORCOTT Mr. Morcott recently retired as Chairman and Chief Executive Officer of Dana Corporation, a $13 billion, 50,000-employee, Fortune 500 company that manufactures vehicular and industrial components in 30 countries. Mr. Morcott started with Dana Corporation in 1963, was appointed President of Dana's North American operations in 1984, and became Chairman and Chief Executive Officer of Dana Corp. in 1989. Mr. Morcott was a member of The U.S. Business Roundtable, the Ohio Business Roundtable and the U.S.- Japan Business Council, Inc. He also served as Chairman of the Board of Trustees of the Manufacturers Alliance. His board positions include CSX Corporation, Phelps Dodge Corporation, Johnson Controls, Inc. and Navistar.

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CARLISLE LIMITED PARTNERS

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

JOHN G. RAOS John Raos is the current President/Chief Executive Officer of Precision Partners, a former Carlisle Enterprises portfolio company. Mr. Raos spent most of his business career with Hanson Industries, Inc. (Hanson), the U.S. arm of the multinational conglomerate Hanson PLC, most recently as President and Chief Operating Officer. Over his 20 year career with Hanson, through acquisition and organic growth, sales and operating profits grew from $35 million and $10 million to $12 billion and $1.5 billion, respectively. Previously, Mr. Raos also held positions as Senior Vice President of Operations, Chief Financial Officer and Treasurer of Hanson and a Director, President and Chief Operating Officer of U.S. Industries (“USI”), a tax free spin-off to Hanson PLC shareholders, with annual revenues of $3.4 billion, and leading market positions in bath & plumbing products, lighting and hardware & tools. Mr. Raos became President and Chief Operating Officer of Strategic Industries, Inc. which was formed by USI to be a tax free leveraged micro-cap spin-off to its shareholders and consisted of their consumer, precision engineered products and automotive interior operations. At both Hanson and USI, Mr. Raos participated in all aspects of merger and acquisition activity including origination, finance and the negotiation of over $10 billion of acquisitions and disposals. Some of the better-known acquisitions include SCM Corporation, Kidde, Inc., Peabody Coal, Consolidated Goldfields, Quantum Chemical, Odyssey Golf and Zurn Industries.

RALPH E. REINS Ralph E. Reins is the former Executive Chairman and former Chief Executive Officer of Qualitor, Inc., a leading supplier of aftermarket and original equipment parts to the automotive and heavy-duty truck industries. He is the former President and Chief Executive Officer of AP Parts International, a $400 million major supplier of exhaust systems to the automotive original equipment manufacture and aftermarket industries, in the United States and foreign countries. Mr. Reins was Executive Vice President of AlliedSignal, Inc. and President of AlliedSignal Automotive, a $5 billion manufacturer of automotive parts and accessories, where he held direct responsibility for a worldwide enterprise with 33,500 employees in 15 countries. He is the former President of United Technologies Automotive, a $2.4 billion automotive component business, and Chairman, Chief Executive Officer and President of Mack Truck, a manufacturer of class 7 and 8 heavy duty trucks with sales of $2 billion. Mr. Reins previously was Senior Vice President of ITT Corp. and President and Chief Executive Officer of ITT-Automotive, a $2.9 billion automotive components business. Earlier, Mr. Reins held management positions with Rockwell International and General Motors' Chevrolet Motor Division. Mr. Reins currently serves as a director of Rofin-Sinar, Inc. and formerly served on the boards of MEMA, SAE, University of Michigan – National Advisory Company Member and Oakland University – Foundation Director. WILLIAM A. ROPER, JR. Currently Corporate Executive Vice President and former Chief Financial Officer of Science Applications International Corporation (SAIC), a diversified technology services company with annual revenues of $6 billion. Mr. Roper is responsible for all financial functions with emphasis on acquisitions, venture investing and strategic development activities. He led SAIC's purchase of Telcordia, Inc. (formerly Bellcore), one of the world's largest telecommunications software and consulting companies, and also the creation and spinout of Tellium, an optical networking equipment company. He also led SAIC's purchase and eventual spinout of Network Solutions, Inc., the primary registry of Internet domain names. He manages SAIC's mergers and acquisitions and, as Chairman of SAIC Venture Capital Corporation, also manages venture capital investment activities for strategic growth and business development initiatives. SAIC VCC currently has investments in more than 30 early stage technology companies and assets valued at more than $2 billion. Mr. Roper previously served as Executive Vice President and Chief Financial Officer of Intelogic Trace, Inc., a NYSE-listed nationwide computer support organization. Mr. Roper formerly served in several capacities with Bell & Howell Company, including Corporate Vice President and Treasurer. He was involved in numerous strategic acquisitions and divestitures, as well as the initial public offering of a subsidiary, and the company's first public debt offerings. Mr. Roper serves on the boards of ACCION San Diego, CEO Roundtable, the San Francisco Advisory Board of Factory Mutual Insurance Company, the Holiday Bowl (honorary lifetime member), Regents Bank, NA, the San Diego Foundation, San Diego Regional Economic Development Foundation,

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CARLISLE LIMITED PARTNERS

SkinMedica, Inc., SourceCheck, Inc. and VeriSign, Inc. Former directorships include: Allendale Mutual Insurance Company, Alvarado Hospital Medical Center and the Greater San Diego Chamber of Commerce. PHILIP J. SAUDER Mr. Sauder has been actively participating in Carlisle's acquisition program on a full-time basis since 1994. He most recently served as Chairman of Alpha Technologies and formerly served as Chairman of Aviation Systems International (ASI), both former Carlisle Enterprises portfolio companies. Alpha is a manufacturer of sophisticated instruments and software which measure and test cure characteristics of compounded rubber and other industrial compounds. ASI is a supplier of spare aircraft parts to commercial and general aviation markets worldwide. Mr. Sauder formerly served as Vice President and General Manager of the Aerospace Division of Abex Inc., a $500 million manufacturer of flight and engine control systems; hydraulic pumps, motors and servo valves; automotive friction material and airport boarding bridges. Other previous positions include President and General Manager of Cleveland Pneumatic Company, a $275 million company involved in the manufacture and overhaul of aircraft landing gear for commercial and military customers; General Manager of the PTC Aerospace Division of Pullman Inc., a $75 million manufacturer of commercial aircraft seating; and Vice President, Operations for Trailmobile, Inc., a manufacturer of over-the-road trailers. Mr. Sauder was a former director of American International Airways, Inc. GEORGE A. SISSEL Mr. Sissel is the former Chairman and Chief Executive Officer of Ball Corporation and former Chairman of Ball Aerospace & Technologies Corp. Ball Corporation, a $2.9 billion NYSE company, is comprised of two segments: packaging, and aerospace and technologies. He led the acquisition of Reynolds Metal Company's metal container business, and initiated a new business segment in plastic beverage bottles, helping to grow Ball into what is now the largest producer of metal beverage cans in North America. Business areas of Ball Aerospace & Technologies include civil space systems, commercial space operations, defense systems, systems engineering operations, advanced antennas and video systems, and communication and video products. Educated as an electrical engineer, Mr. Sissel subsequently received his Juris Doctorate and worked as an attorney prior to joining Ball in 1970. Mr. Sissel joined Ball as Group Counsel and over the course of his 30-year career there served as General Counsel, Corporate Secretary, Senior Vice President and President. Mr. Sissel currently serves on the board of Ciber, Inc. He formerly served as a director of the National Association of Manufacturers, Colorado Association of Commerce & Industry (State Chamber of Commerce), Mountain States Employers Council, Colorado Governor’s Commission of Science and Technology (80 industrial commissions form high tech Colorado businesses), University of Colorado, Boulder, College of Engineering Board of Advisors, University of Colorado, Denver, College of Business, Board of Advisors, First Merchants Corporation (Indiana) and on the Board of Advisors of BancOne Venture Partners. JERRE L. STEAD Mr. Stead recently retired as Chairman and Chief Executive Officer of Ingram Micro Inc., a leading worldwide distributor of computer and technology services and products. He joined Ingram Micro in 1996 and under his leadership grew it from $8 billion to a global $30 billion company, conducting business in over 120 countries. Previously, Mr. Stead was Chairman and Chief Executive Officer of Legent Corporation until he resigned after a successful merger with Computer Associates. Earlier, Mr. Stead was Chief Executive Officer of AT&T’s Global Business Communications Systems and later was promoted to Executive Vice President of AT&T and Chairman and Chief Executive Officer of AT&T Global Information Solutions (NCR Corporation). During this time, Mr. Stead was Chairman of NCR Japan, a publicly traded company and was a member of AT&T’s Management Executive Committee. Mr. Stead is the former Chairman, President and Chief Executive Officer of Palatine, Illinois-based Square D Co., a leading manufacturer of electrical distribution and factory automation products. Mr. Stead began his career at Honeywell Inc., where he spent 21 years and held a number of executive management positions in the United States and Europe. During this period, Mr. Stead was the Chairman and CEO of Honeywell-Phillips medical electronics as well as Group Vice President of the homes and buildings group. Currently, Mr. Stead is serving as Chairman of HAIC/HIS and BMC and as a director of Armstrong World Industries, Brightpoint, Inc., Chinatron, Conexant, Mobility, and the TBG Group. He previously served as Chairman of the National Electrical Manufacturers Association and is the Chairman of the Board for the Center of Ethics and Values at Garrett Seminary on the Northwestern University campus

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CARLISLE LIMITED PARTNERS

RALPH E. STEWART Mr. Stewart has been actively participating in Carlisle's acquisition program since 1994. He currently serves as Chairman of Benetech, a leading supplier of dust management systems to the coal and electric utility industries and formerly served as a director of Alpha Technologies, both Carlisle portfolio companies. He formerly was the Chief Executive Officer of Kendro Laboratory Products, L.P., a $200 million major manufacturer of laboratory equipment for the life sciences industry, another Carlisle portfolio company. Mr. Stewart also served as President and Chief Operating Officer of Abex, Inc., and President and Chief Executive Officer of Pneumo Abex Corp., an $800 million manufacturer of landing gear, flight and engine control systems; hydraulic pumps, motors and servo valves; as well as automotive friction material and airport boarding bridges. Prior to Pneumo Abex, Mr. Stewart was Group Vice President of Operations for Pullman Inc. and President of Trailmobile, Inc. His industry knowledge and experience also encompass manufacturing in the fields of truck trailers, solid waste material handling equipment, automotive stamping, and industrial and transportation hose and couplings. J. STARK THOMPSON Dr. J. Stark Thompson recently retired after 12 years as President and Chief Executive Officer of Life Technologies, Inc. (LTI), a company with annual revenue of $364 million that manufactures and supplies products used in life sciences research and commercial manufacture of genetically engineered products. Prior to LTI, Dr. Thompson served for 21 years with DuPont where he most recently served as Director of its $300 million Diagnostics Systems Division. He has had extensive experience with DuPont in sales and marketing, both in the U.S. and Europe, as well as in diagnostics, biotechnology and health care business planning. Dr. Thompson chairs the Ohio State University’s Board of Visitors of the College of Biological Sciences. He is also involved in: Muskingum College Board of Trustees; and on the boards of ATTO Bioscience, Inc., MaxCyte, Inc., and Gene Logic, Inc. He owns Black Horse Yachts, LLC and is a board member and secretary of the Kennett Area YMCA. Dr. Thompson is on the board of the University of Maryland Biotechnology Institute's Board of Visitors, and is a former member of the Board of Directors of The University of Maryland Foundation, Inc.; The Johns Hopkins University Advisory Board; the Board of Directors of the High Technology Council of Maryland; the Association of Clinical Chemists; and the American Chemical Society. He was a member of the Board of Kendro Laboratory Products, L.P., a former Carlisle Enterprises portfolio company. HARRY W. TODD A former Managing Director and founder of Carlisle Enterprises, Mr. Todd has over 40 years experience in general corporate management and engineering in domestic and international industrial, aerospace/defense and commercial industries. This experience includes managing turnarounds of several major industrial and aerospace subsidiaries including two NYSE companies. Mr. Todd served ten years as Chairman, President and Chief Executive Officer of Rohr Industries, Inc., a $1.4 billion commercial/defense aerospace manufacturing company. Prior to joining Rohr, Mr. Todd was Chairman, President and Chief Executive Officer of The L.E. Myers Co., a $170 million NYSE electrical transmission and distribution construction firm, and served as Chairman of L.E. Myers International. Previously, Mr. Todd served for 30 years with Rockwell International Corp. In his final position as Vice President, Operations, for Rockwell, he directed the operations of seven separate space and airframe manufacturing businesses that included the Space Shuttle, B-1 bomber, Saberliner, and other commercial aircraft programs. Other assignments with Rockwell included serving as President of the Tulsa Aircraft Division, the Textile Machinery Group, and the Industrial & Marine Group. Mr. Todd previously served as an advisor to the Board of Directors of Duro, a former Carlisle Enterprises portfolio company. He also previously served as a member of the Boards of Pacific Scientific Company, Helmerich & Payne, Inc., and Garrett Aviation Services, a former Carlisle Enterprises portfolio company.

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

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PORTFOLIO INVESTMENTS

Combined revenues of the portfolio investments described below are in excess of $5.0 billion.

Benetech serves the coal and electric utility industries as the leading domestic supplier of dust management systems. Benetech designs, manufacturers, installs, and manages systems, and provides the chemicals utilized by its equipment. Carlisle Platform Acquisition

KAZ, Inc., a leading provider of branded home healthcare and environmental products including steam vaporizers, humidifiers, air cleaners, thermometers, insect control and repellant products and other similar products. Centre/Carlisle Partnership Investment

ActionEmco is the largest wholesale distributor of office supplies and furniture in the United States, serving small and medium-sized commercial, contract and retail office products dealers. Centre/Carlisle Partnership Investment

Maverick Media III, LLC is a company formed to pursue a build-up of radio station clusters in small to medium-sized markets. Maverick has completed acquisitions of radio stations in Eau Claire, Wisconsin and Lima, Ohio representing seven FM and three AM stations. Centre/Carlisle Partnership Investment

Garden Fresh Corporation operates 97 buffet-style restaurants throughout the United States under the names of “Souplantation” and “Sweet Tomatoes” with a food offering including salads, soups, pasta, baked goods and desserts. Centre/Carlisle Partnership Investment

Ross Aviation, Inc. owns and operates fixed-base operations (“FBO’s”) serving the rapidly growing business and general aviation market. Ross recently acquired Denver Air, the leading FBO at Jefferson County Airport outside of Denver, CO. Centre/Carlisle Partnership Investment

Quickie Manufacturing Corporation is the largest supplier of retail household cleaning tools and equipment and related products. Quickie sells through the home center, food, drug, mass merchant and hardware channels. Centre/Carlisle Partnership Investment

Uno Restaurant Holdings Corporation is a leading operator and franchiser of full-service, casual dining restaurants. Uno has more than 200 restaurants located in 32 states and selected international cities. Centre/Carlisle Partnership Investment

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PORTFOLIO INVESTMENTS (CONTINUED)

Alpha Technologies, the former Rubber Instruments Division of the Monsanto Company, is the world leader in manufacturing sophisticated instruments /software that measure and test cure characteristics of compounded rubber. Divested Carlisle Platform Acquisition

Kendro Laboratory Products, formed by the merger of Sorvall Products with Heraeus Instrument Group is a world leader in providing sample preparation solutions to the life science industry. Divested Carlisle Platform Acquisition

Fiberite, Inc. is a world leader in the manufacture of advanced composite materials. Applications include commercial and military aircraft structures, satellites, commercial, industrial, and medical products. Divested Carlisle Platform Acquisition

Brand Services, Inc. is the largest domestic provider of industrial scaffolding rental, erection and dismantlement services, primarily in the refinery, chemical and utility industries. Divested Carlisle Platform Acquisition

Bumble Bee Seafoods, Inc. is a leading global producer and marketer of canned seafood including tuna, salmon and specialty canned seafood for over 100 years. In March 2004, Bumble Bee was combined with Connor Bros Income Fund, the largest producer of canned sardines in the world, creating North America’s largest branded seafood company. Divested Centre/Carlisle Partnership Investment

Aviation Systems International, Inc. is a supplier of aircraft engines, engine parts, and related support items, serving the worldwide commercial and general aviation markets. Divested Carlisle Platform Acquisition

Precision Partners was formed to lead a consolidation acquisition program targeting the metal and specialty metal alloy precision parts machining and fabricating industry. Divested Carlisle Platform Acquisition

Linc.net was formed to execute a build-up strategy via acquisition. Its objective is to build the premier industry supplier of communication infrastructure services. Divested Carlisle Platform Acquisition

Garrett Aviation Services is a leading provider of heavy maintenance, overhaul and modification services for the corporate aviation and regional/commuter airline markets. Garrett Aviation is the exclusive factory-sponsored service and support for AlliedSignal engines, APU's and aircraft equipment. Divested Carlisle Platform Acquisition

Duro is the largest independent commission dyer and finisher of broad woven natural and man-made fabrics in the United States. Divested Carlisle Platform Acquisition

Allison Engine Company, formerly a division of General Motors, is a major manufacturer of turbine engines for aerospace, industrial and marine applications, with leading market shares in large turboprop engines. Divested Carlisle Platform Acquisition

Catlin Westgen Group Limited is a Bermuda-headquartered specialty-lines insurer and reinsurer, which operates a leading Lloyds of London managing agency and syndicate and pursues underwriting opportunities through a Bermuda-based operation. Divested Centre/Carlisle Partnership Investment

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r e c i s i o n r e c i s i o na r t n e r sa r t n e r s

A CARLISLE BUILD-UP STRATEGY

Nationwide Precision Products is a leading manufacturer of complex precision parts and subassemblies for various markets including automotive, industrial machines, appliances, and refrigeration. Nationwide produces parts for popular sport utility vehicles and light duty trucks.

Divested.

Gillette Machine & Tool Company, Inc. manufacturers high-quality, tight tolerance, precision-machined components and subassemblies for diverse markets such as photo processing, railroad switch and signal, automotive, medical diagnostic and office imaging equipment.

Divested.

General Automation leads the automotive and medical industries in manufacturing high-precision screw machined parts. Many components involve moving parts and must be machined to high tolerances to ensure safe and optimal performance.

Divested.

Galaxy supplies high precision metal components/assemblies to the construction equipment and high-performance automotive markets, including high-tolerance engine blocks, manifold covers, engine cases, and bearing caps products.

Divested.

CFI is a leading designer and manufacturer of precision-machined tooling/components for the commercial and military aerospace, solid rocket and satellite industries. Boeing considers CFI a key supplier of high-precision tooling structures for military and commercial aerospace applications.

Divested.

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

Divested.

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ADD-ON ACQUISITIONS

Handler Textile Corporation, the largest distributor of interlinings and specialty sewing products to the U.S. apparel industry, was acquired by Duro to form Handler Textile, a Division of Duro Industries, Inc. Located in Secaucus, New Jersey, the Handler division allows Duro to enter the interlinings business in a substantial way. Divested.

Balson Hercules (BH) is the most significant supplier of woven filament fabrics for use as lining in men’s and women’s tailored clothing. Serving the global manufacturing industry for over 100 years, BH produces fabrics woven by such high quality weavers as Milliken & Co., and is the exclusive distributor of ultra high quality 100% Bemberg rayon linings. Divested.

Since 1981 Amerex has manufactured, designed, and installed air filtration, gas cleaning and heat recovery systems, and is one of the largest industrial air pollution control companies in North America. Amerex successfully markets engineered products and turnkey applications to a large variety of industries from steel, cement, and rock products to pulp, paper, and chemical foundries. Divested.

Eclipse specializes in the development and marketing of integrated software solutions for the rubber and polymer industries. They provide an extensive laboratory information management system covering the full manufacturing process, from raw materials to final product analysis and release. Eclipse represents a critical value-added complement to Alpha Technologies.

Since 1981 Amerex has manufactured, designed, and installed air filtration, gas cleaning and heat recovery systems, and is one of the largest industrial air pollution control companies in North America. Amerex successfully markets engineered products and turnkey applications to a large variety of industries from steel, cement, and rock products to pulp, paper, and chemical foundries. Divested.

Eclipse specializes in the development and marketing of integrated software solutions for the rubber and polymer industries. They provide an extensive laboratory information management system covering the full manufacturing process, from raw materials to final product analysis and release. Divested.

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ADD-ON ACQUISITIONS

Acquired by Kendro Laboratory Products from Heraeus Holding, GmbH, a diversified $5 billion German company, Heraeus Instruments specializes in the manufacture, sale and servicing of laboratory equipment such as incubators, centrifuges, clean air equipment, ovens and freezers. Divested.

CARR Separations, Inc. (CARR), based in Franklin, Massachusetts and founded in 1993, was acquired by Kendro Laboratory Products. CARR designs, manufactures, and markets a line of high-capacity, high-speed centrifuges used in the biotechnology, pharmaceuticals, and specialty-chemical industries. Their Powerfuge line of centrifuges is marketed globally. Divested.

Fiberite, Inc acquired DuPont’s Composites Materials and Engineering Services business, which consists of the AVIMID® family of high-temperature composite prepregs and PEKK® thermoplastic composite sheet materials. Divested.

Simmaco manufactures engineering-grade bulk molding compounds (BMC) produced from vinyl ester and polyester resins, and fiberglass reinforcements. These materials are supplied to the transportation, electrical, appliance and construction markets in Europe, positioning Fiberite’s complementary products in key international markets. Divested.

The Jet Center is a leader in maintenance, avionics installation, and custom interior completion work for Gulfstream and large corporate jet aircraft. The company's reputation with the owners of Gulfstream and other corporate aircraft companies complements the core business of Garrett Aviation Services. Divested.

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ADD-ON ACQUISITIONS

Brown is one of the largest providers of temporary grandstands and bleachers to the special events market, with a customer base that includes PGA golf, tennis, boxing and automotive race events, and parades. Brown's largest single event is the annual Rose Bowl Parade. Divested.

The recent acquisition by Brand Services, Inc. of Contractors Scaffolding, Inc. of Orlando, Florida will augment Brand's growth in the Florida market. This addition will be the fourth division operating in Florida, along with Tampa, Miami, and Jacksonville. Divested.

Kwikrig, Inc. is located in Los Angeles, California. Kwikrig is a major supplier of scaffolding to the movie production industry, including all the scaffolding for the movie "Titanic."

Divested.

Scaffold-Jax, is headquartered in Jacksonville, Florida and has over 30 years experience in the scaffolding field. Employing a full-time professional scaffold erection staff, they offer engineering services and 24-hour emergency service. Divested.

The Brook Company constructs temporary structures and enclosures for the special events market. Focusing their marketing efforts in the professional golf market, they have established a reputation as the leading supplier of sophisticated structure designs in use in the U.S. market. Divested.

Brand Scaffolding Builder, Inc. formerly Philip Scaffold Corporation, is located in Denver, Colorado. Brand Scaffolding Builder's business scope is in erection and dismantling.

Divested.

Scaffold Rental & Erection (SRE) is headquartered in Atlanta, Georgia. Serving a broad range of customers, SRE's customer base adds to Brand's existing strength in both the industrial and commercial market segments.

Divested.

AA SCAFFOLDING, INC.

AA Scaffolding, Inc. provides scaffolding services and equipment sales to a broad range of commercial customers throughout the Washington/Baltimore trading area, where Brand has operated a service center since 1993. Divested.

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A CARLISLE BUILD-UP STRATEGY

North Shore Cable Contractors, Inc. (NSC), is a leading regional provider of fiber optic network construction and maintenance services to telecommunications and cable TV companies. NSC has a reputation for providing quality, on-time performance, and is an expert in directional boring. Divested.

George M is the largest provider of telecommunications and electric utility network construction and maintenance services in the greater Houston area, with 25-year relationships with two of the largest customers in Houston.

Divested.

Communicor, Inc. provides "local loop" and "last mile" network infrastructure services to the telecommunications industry, and provides a strong regional support presence to other Linc.net divisions. Divested.

Utility Consultants, Inc. (UCI) specializes in providing engineering and related services to telecommunications, power, broadband, and ITS industries throughout the Southeast, Northeast and on the Pacific coast. Divested.

Craig Enterprises, Inc. specializes in cutting deep-trench sites for fiber optic cable installation for the telecommunications industry, with significant experience in "last mile" work. Divested.

Based in New York with operations in Florida, Felix Industries provides construction, roadway/bridge, paving, and mechanical services to the utility and telecommunications industries. Divested.

CLS focuses on offering a full range of services to the telecommunication industry, including feasibility studies, project management, permits, surveying, construction, and inspection. Divested.

Muller Pribyl (M&P) provides underground construction services to the telecommunications industry, principally for those segments that are experiencing tremendous growth. Divested.

C&B Associates (C&B) is a leading national provider of fiber optic network construction and maintenance services to the telecommunications industry. C&B has particular expertise in the placement of fiber, directional drilling, rock cutting, plowing and conduit work. Divested.

Telpro Technologies, Inc., founded in 1972, provides telecommunication companies with a range of communication infrastructure services, primarily serving the regional Bell operating companies' central offices. Divested.