216.292.0003 Phone • 216.464.4126 Fax

3201 Enterprise Parkway, Suite 460Beachwood, Ohio 44122-7320www.emprisepartners.us

OverviewA merchant banking firm, Emprise Partners provides buy-side representation to corporations, private equity groups,and industry-specific management teams in the middlemarket. As a financial partner, we assist in the acquisitionand growth of manufacturing, service and value-addeddistribution businesses with proprietary products ordefensible niche positions.

We partner with outstanding management teams, initiateand execute acquisition searches, conduct financial analysis,obtain debt or equity capital, and negotiate to close theacquisitions. After the closing, Emprise Partners maintainsa close working relationship with the business to help itgrow. We also originate and conduct industry-focused marketresearch in areas of investment opportunity.

Emprise Partners, a successor to Hanson & Company, offersa proven track record of success and a unique combinationof operating and transaction experience that can producesatisfying results for you. Since 1989, Emprise Partners andour predecessor firm, Hanson & Company, have closed over50 transactions, helping middle-market companies achievetheir long-range business and financial goals. Of thesetransactions, over 40 have been buy-side representations.

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Advisory Board – OverviewThe Emprise Partners’ Advisory Board is comprised of sevenexperienced operating executives. The individuals are multi-disciplined—four in manufacturing, one in logistics/distribution, one in healthcare insurance and one in finance.Each of them are actively engaged in business today, withexecutive level responsibility (and equity ownership) dealingwith current business issues and the increasingly competitiveinternational business environment.

Emprise Partners and the Advisory Board seek to makecontrol equity investments in lower middle-marketcompanies involved in manufacturing, or distribution, withdefensible niche positions, and sales of $5 to $25 million.The opportunities could be described as companies with“good bones” where financial performance can be enhancedthrough the operational oversight of the Advisory Board.

The Advisory Board will invest in the business and providehigh level operational direction to existing management, orif necessary, will assist in recruiting new management. Thereis no pre-determined holding period for the investments.

Advisory Board Members

T. John Berger, Jr. Tom P. Bianco,Dreison International, Inc. Electric Sweeper Service Company

George L. Buzzy J. Jeffrey EakinNovagard Solutions Marquis Financial Services, LLC

Joseph C. Krysh Timothy W. SelhorstMedical Mutual of Ohio American Spring Wire Corporation

Harry B. Shimp, Jr.Charon Industries

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Advisory Board – Profiles

T. John Berger, Jr.President, Dreison International, Inc.

John Berger is President and owner of Dreison International, Inc.(pronounced dry-son). Mr. Berger joined Dreison in 1989 fromPrice Waterhouse where he was a Manager in the Audit Departmentin the Washington D.C. office. He is a graduate of William & MaryCollege with a B.S. in accounting.

Dreison manufactures and markets proprietary industrial productsfor both original equipment and aftermarket applications onheavy-duty trucks, construction, mining, and agriculturalequipment, marine and industrial/utility engines, ATVs, andindustrial utility vehicles (www.dreison.com). Representativeproducts include, heaters, fans, and fractional horsepower motorsunder DCM Manufacturing (www.dcm-mfg.com), and air pre-cleaners, hydraulic filters, and air starters under MaradyneCorporation (www.maradyne.com).

Tom P. BiancoPresident and Chief Executive Officer, Electric Sweeper Service Company

Tom Bianco is the President and Chief Executive Officer of theElectric Sweeper Service Company (ESSCO) the leading wholesalerof vacuum cleaner parts and a leading distributor of vacuum cleanersto independent vacuum delears in the United States. Previously, Mr.Bianco was the CEO and and Founder of AtomicBox Logistics(www.atomicbox.com) an international third-party logistics (3PL)company operating facilities located in the United States and China.As a successor to Federal Wholesale Co., AtomicBox Logistics hasa 30-year history providing exceptional logistics expertise infulfillment, distribution, and transportation management for theretail industry. The Company understands the complex anddemanding requirements of distributing to the retail environment.

Before that, Mr. Bianco was President and owner of FederalWholesale Co., a wholesale distributor of general merchandise toregional discount retailers, drug stores, and grocery stores. Mr.Bianco started with the company in 1980 and led a leveragedbuyout of the company in 1987. Mr. Bianco is a graduate of JohnCarroll University with a B.A. in Business and Communications.

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George L. BuzzyPresident and Chief Executive Officer, Novagard Solutions

George Buzzy is President and CEO and equity partner in NovagardSolutions. Previously, Mr. Buzzy was Chief Operating Officer andChief Financial Officer of Datavantage, a venture-backed softwarecompany that provided point of sale and loss prevention productsto Fortune 1000 companies in 20 countries. Datavantage was sold topublicly traded Micros Group in 2005. Before that, Mr. Buzzy wasPresident of American Medical Response Great Lakes Region, asubsidiary of Laidlaw Incorporated. Mr. Buzzy started his career atDeloitte & Touche where he became a Senior Manager in the Middle-Market Consulting Department. Mr. Buzzy received his B.S. in BusinessAdministration from Lawrence University in Michigan and is a CPA.

Novagard Solutions™ is a manufacturer of sealants and adhesivesproviding engineered solutions to the automotive, buildingconstruction, electrical, medical, general industrial, and productassembly industries. The company has expanded and developeddistinctive product lines for more than 25 years, with customersthroughout North America, Europe, and Asia (www.novagard.com).

J. Jeffrey EakinPresident, Marquis Financial Services, LLC

Jeff Eakin is President of Marquis Financial Services, LLC andprovides investment-banking services to middle-market companieswith a concentration on debt financing. Mr. Eakin has a longtenure in the finance business and experience with both publiclytraded and privately held companies and debt and equityplacements. Most recently, Mr. Eakin was a co-founder and officerresponsible for credit and operations of Preferred Capital, Inc.,an independent leasing company. Before that, he was a co-founderof DVI Capital Company, a subsidiary of a NYSE-traded companyand a co-founder of Picker Financial Group, a joint venture betweenPicker International and LDI Corporation.

Previously, Mr. Eakin was a SVP of Kemper Securities Group and aGeneral Partner of Prescott, Ball & Turben. Mr. Eakin began hiscareer as an investment analyst at Liberty Mutual Insurance Company.Mr. Eakin has a B.A. in Economics from Lafayette College and anM.B.A. with honors from Boston University Graduate School ofManagement. He was a Lieutenant in the US Army.

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Profiles, continued

Joseph C. KryshExecutive Vice President, Medical Mutual of Ohio

Joseph C. Krysh is Executive Vice President and Executive Assistantto the President for Medical Mutual, the oldest and largest healthinsurance Company in Ohio. Mr. Krysh oversees Claims & CustomerService, Care Management, Medicare Markets, Facilities &Administration, and Human Resources.

Mr. Krysh joined Medical Mutual in March 2003 from the Clevelandoffice of CGI Management Consultants, Inc., an internationalconsultancy that acquired IMRglobal and Orion Consulting, ofwhich he was one of the founders. His area of expertise is in thehealth insurance and hospital industries, having worked with anumber of health insurance companies during his consultancycareer, including Medical Mutual.

Mr. Krysh received both his Bachelor’s and Master’s degrees inBusiness Administration from Cleveland State University. Inaddition, Mr. Krysh completed the Harvard University GraduateSchool of Business Administration Advanced Management Programin May 2007. He is a CPA (inactive).

Timothy W. SelhorstPresident and Chief Executive Officer, American Spring WireCorporation

Tim Selhorst is President, CEO, and equity owner of AmericanSpring Wire Corporation (ASW). Previously, Mr. Selhorst wasGeneral Sales Manager of ASW. He began his career as a salesrepresentative for American Steel & Wire in 1986. Mr. Selhorst isa graduate of the University of Rochester with a B.A. in Economicsand has an M.B.A. from Case Western Reserve University.

ASW is North America’s largest manufacturer of valve andcommercial-quality wire used in the automotive, agriculturalequipment, and appliance industries, produced in its threeplants in Cleveland, Ohio; Houston, Texas; and Kankakee,Illinois. In addition, ASW manufactures high quality PC-strandfor use in the construction of concrete structures includingbridges, parking decks and commercial and industrial buildings(www.americanspringwire.com).

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Profiles, continued

Harry B. Shimp, Jr.Founder and President, Charon Industries

Harry Shimp is the founder and President of Charon Industries,which focuses on the acquisition and management of mid-sizedmanufacturing businesses serving industrial and commercialmarkets. Along with multiple investor groups, Mr. Shimp hasfunctioned as the President of, and successfully managed,companies in the fields of engineered ceramics, reinforcedthermoplastics, precision optics, aerospace repair and overhaul,precision instruments and equipment, and photovoltaics.

Mr. Shimp was President and CEO of BP Solar, Inc. from 1998 to2003. He was Chief Operating Officer and one of two partners inRDK Capital from 1988 to 1991. Previously, Mr. Shimp was withGeneral Electric Company from 1980 to 1988 with P&Lresponsibility for the company’s high-temperatures materialsbusinesses worldwide and all lighting-related products in Europe.He began his career at Booz Allen Hamilton, Inc.

Mr. Shimp graduated from Lehigh University with a B.S. inMechanical Engineering and has Masters degrees in Engineeringand Industrial Administration from Carnegie-Mellon University.Mr. Shimp served in the U.S. Marine Corp from 1973 to 1976.

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Profiles, continued

ValuesAt Emprise Partners, we pride ourselves on our dedicationto providing the highest quality of service to our businesspartners. This tradition of excellence has been, and continuesto be, driven by the following fundamental values, which weare committed to bringing to every transaction:

Team Approach—We work along with, and as an extensionof, the management teams and equity sources. We partnerwith you to help you achieve your goals.

Experience—Our experience has ranged from ideageneration through ownership and company sale. We havecompleted transactions ranging from acquisitions, divestitures,and debt placement to public offerings of equity and debt.

Pursuit of Results—We completed 13 acquisitions in 12months for one of our clients. We get results.

Integrity—We provide advice as if the money to be investedwere our own.

Tenacity—One of the transactions we closed took almostthree years from initiation to completion of the transaction.

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Strategic AcquisitionAmerican Spring Wire (www.americanspringwire.com) isNorth America’s largest manufacturer of valve and commercial-quality wire used in the automotive, agricultural equipment,and appliance industries, produced in its three plants inCleveland, Ohio; Houston, Texas; and Kankakee, Illinois. Inaddition, American Spring Wire manufactures high-qualityPC strand for use in the construction of concrete structuresincluding bridges, parking decks, and commercial and indus-trial buildings. American Spring Wire wanted to make anacquisition to complement its existing operations.

Emprise Partners initiated the acquisition of J&L Wire ClothCompany, Inc. (www.jlwire.com) and acted as the exclusivefinancial advisor to American Spring Wire Corporation. J&LWire Cloth Company manufactures galvanized and brightbasic wire and fabricates woven wire flooring and confinementpanels for hog production and wire rack decking forwarehouse storage, shelving, material handling, and logistics.

“Emprise Partners played a key role in helping us accomplish ouracquisition objectives—acquiring a company that complementsAmerican Spring Wire’s existing operations and that would benefitby access to our manufactured wire, customer relationships, andmanagement capabilities. Emprise Partners was instrumentalthroughout the entire process.”

Timothy W. SelhorstPresident and CEO

American Spring Wire Corporation

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Strategic Acquisition

Monarch Steel Company (www.monarchsteel.com) is aleading provider of quality flat-rolled steel products servingthe automotive, container, lawn and garden, rail car, andtruck and trailer industries. In operation since 1934, MonarchSteel has operations in Cleveland, Ohio; Decatur, Alabama;and Cadiz, Kentucky. Monarch Steel was interested in anacquisition to strengthen its presence and customer base inNortheast Ohio.

As exclusive financial advisor, Emprise Partners initiated theacquisition of the Feralloy Corporation (www.feralloy.com)Cleveland operations. Feralloy Corporation is one of thecountry’s largest high-volume steel processing companiesthrough an extensive network of processing centersstrategically located throughout the US and Mexico. Feralloyis a wholly owed subsidiary of PNA Group Inc., a PlatinumEquity (www.platinumequity.com) portfolio company.

“Emprise Partners played a key role in initiating this transaction,which conforms to our strategic plan and provides us the addedcapacity necessary to expand our product offering and productioncapability in Northeast Ohio. In addition, Emprise Partners exceededour expectations in providing assistance to minimize the purchaseprice for Monarch Steel.”

Robert L. MeyerPresident

Monarch Steel Company, Inc.

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Strategic AcquisitionS & H Industries (www.shindustries.com) manufactures andsells automotive aftermarket tools and productivity-enhancingtools used in the collision repair industry. Products are soldnationwide through distributors and dealers. S & H wantedto acquire a complementary business to increase its productoffering and to leverage its strong customer relationships.

As exclusive financial advisor, Emprise Partners identifiedand initiated the acquisition of Viking Industries LLC(www.shindustries.com/viking.htm), a manufacturer of acomplete line of US-made and imported pneumatic toolsand related accessories sold to customers in the automobile,construction, and welding markets.

“Emprise Partners was instrumental in the origination and executionof the acquisition of Viking Industries. As our buy-side representative,Emprise Partners exceeded my expectations in the number and qualityof opportunities generated. Their keen insight and guidance, providedat critical junctures in the negotiations, was extremely valuable.”

John TurkPresident

S & H Industries, Inc.

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Industry BuildupFinishMaster (www.finishmaster.com) is a distributor of PPG,Dupont and BASF automotive paints and 3-M type body shopsupplies to collision repair facilities and new car dealerships.A subsidiary of Maxco, Inc., a public holding company,FinishMaster had sales of $23 million from 13 locations inMichigan when Hanson & Company was engaged to assist inmaking acquisitions.

As an extension of the management team, Hanson & Companywas responsible for all aspects of the acquisition process, frommarket research to contact initiation through closing, in theexecution of the 33 acquisitions in this buildup strategy. Thecompany’s regional focus, initially the Great Lakes region,was subsequently expanded to include the Southwest andEast Coast regions.

During the acquisition process, FinishMaster completedan IPO, and when sales reached $108 million, Maxco soldthe balance of its ownership in FinishMaster to LDI, Ltd.,a private investor based in Indianapolis, Indiana. Maxco’sgain on the FinishMaster investment was $45 million.FinishMaster remains a publicly traded company today.

“I have done a lot of buying and selling of companies, but hiringHanson & Company was one of my best decisions. The acquisitionsthey initiated and the close working relationship with our managementteam allowed us to achieve FinishMaster’s goal of $100 million insales volume.”

Max CoonChairman and President

Maxco, Inc.

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Corporate Add-on AcquisitionsDreison International (www.dreison.com) a manufacturer ofa variety of proprietary component products for the non-automotive transportation industry, made the following strategicacquisitions with the assistance of Hanson & Company:

American Actuator, LLC, a manufacturer of a patented“enclosed can” electro-hydraulic actuator that can replace acomplete hydraulic system—which typically consists of apump, valves and hoses. Applications include recreationalvehicle slide-outs, riding lawn mower deck lifts, all-terrainvehicles, and wheelchair-accessible conversion vans.

Hupp Industries, Inc., a manufacturer of heating andventilating units for trucks, buses, and constructionequipment; heating units for military equipment; andfractional horsepower direct current (DC) motors. Hanson& Company pursued the opportunity for almost three yearsto complete the acquisition of this financially troubledoperation after Hupp emerged from Chapter 11 protection.

Pow-R-Quik, Ltd. a manufacturer of air and hydraulic startersused on gas transmission systems and generator sets, fromStewart & Stevenson, Inc.

“Mathew Hanson is an extremely sharp financial guy and one of themost tenacious individuals I’ve ever met. As a former business owner,he uniquely understands the financial, operating, and personnelsides of the business deal. What really separates him is that he knowswhat it takes to run a business.”

John BergerPresident

Dreison International, Inc.

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Leveraged Buyout

Federal Hose Manufacturing (www.federalhose.com), foundedin 1921, is a recognized leader in the manufacture anddistribution of flexible interlocking metal hose, reinforcedand non-reinforced industrial ducting, and silicone hose.

Hanson & Company identified Federal Hose Manufacturing,a subsidiary of Tyco International, as an acquisitionopportunity, initiated this transaction, and represented TheCrawford Group, which completed the acquisition.

“Hanson & Company had identified and pursued Federal HoseManufacturing as a private equity investment. During the duediligence investigation, it became apparent that a strategic salesand marketing relationship would significantly benefit the business.To pursue that relationship, Hanson & Company approached me.I liked the opportunity so much that I decided to buy the companymyself.”

Edward CrawfordChairman & Chief Executive Officer

The Crawford Group

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Recapitalization/Restructuring

SiMETCO, Inc. was a manufacturer of silicon metal used inthe production of aluminum and as a raw material in themanufacture of silicones. As financial adviser, Hanson &Company prepared an offering memorandum on thefinancially distressed business of SiMETCO. It then identifiedand solicited potential buyers, including Capital OnePartners, and provided the rationale for the investment.Subsequently, Hanson & Company introduced Capital OnePartners to an operator who was president of a competitor.With its combination of financial and managementcapabilities, the newly formed SIMCALA, Inc. acquired thebusiness and operating assets of SiMETCO, Inc. through aplan of reorganization under Chapter 11 of the U.S.Bankruptcy Code.

“Hanson & Company really understood the business and investmentopportunities and risks of SiMETCO. He was able to articulate thesituation clearly and provide the road map for moving the businessforward. As financial buyers, we were intrigued but indicated thatwe would not move forward without a new operator to lead thecompany. Mathew Hanson identified the right management from acompetitor and introduced us.”

“The combination of the right business opportunity, outstandingoperating management, and financial acumen created a home-runinvestment for Capital One Partners and the management team.”

Jim Petras and Jamie IrelandCapital One Partners, LLC

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Industry in Transition

Hanson & Company identified and conducted extensiveresearch on the highly fragmented and dynamic collisionrepair industry. The research showed the collision repairindustry was in excess of $20 billion, had more than 50,000mom & pop operators, and received more than 80 percentof total revenues from insurance companies.

As automobile insurance has become more of a commodityproduct, with sales occurring over the phone and Internet,insurance companies need to reduce operating costs andprovide a better repair experience in order to retain customers.

As a result, the auto insurance industry is utilizing themechanism developed by the medical industry—contractualrelationships with quality providers in a geographic area. Thecollision repair facility assumes administrative responsibilities,provides improved customer service and faster repair cycletime. In turn, this permits the insurance companies to reducecosts by eliminating fraudulent charges, eliminating claimsadjusters and realizing a savings on rental car usage.

Upon completing the research, Hanson & Company becamethe majority equity investor in Auto Body, E.R., L.L.C. Afterbuilding the business with nine direct repair relationships andvery good vendor and employee relationships, Auto Body, E.R.was sold to Sterling Collision Centers, a Boston-based groupthat was consolidating the collision repair industry, with equitybacked by Conning Capital Partners and Berkshire Partners.In May 2001, Sterling Collision Centers was sold to AllstateInsurance Corporation.

“For two years Auto Body, E.R. was the best performing location in myterritory, the Ohio region. Based upon the five benchmark measureswhich Sterling monitored: Sales per square foot; Earnings BeforeInterest and Taxes; Customer Satisfaction Index; On-time delivery;and, Average revenue per repair – it was the consistent winner – aSterling operation.”

Michael Giarizzo, Jr.Regional Operations Manager, Sterling Collision Centers

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Biography

Mathew Hanson, Managing Directorof Emprise Partners, foundedHanson & Company in 1989. Sincethen, Hanson & Company and nowEmprise Partners have been helpingmiddle-market companies achievetheir long-range business andfinancial goals.

From 1983 to 1988, Mathew Hanson was a vice presidentat Prescott, Ball & Turben, Inc., a regional investmentbanking and brokerage firm headquartered in Cleveland.He is a CPA and worked for Price Waterhouse in Clevelandfor four years after graduating from Case Western ReserveUniversity in 1979.

In 1997, Mathew Hanson received the Deal Maker of theYear Award from the Association for Corporate Growth.He is a past President of the Northeast Ohio Chapter ofthe Association for Corporate Growth.

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