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  Leveraged Buyout Analysis.  A leveraged buyout ("LBO") analysis is a valuation
methodology used to derive a theoretical maximum valuation of an enterprise to a
financial buyer which seeks to optimize the expected financial returns of an
acquisition through the use of a high percentage of debt in the capital
structure.  The LBO analysis was generated based upon operating, capital
expenditure, and balance sheet assumptions for future fiscal periods provided by
or developed with the assistance of Energy Industries management.  As the LBO
analysis generated value based only on Energy Industries' projected results of
operations on a stand-alone basis, the analysis would not necessarily reflect
the value which a strategic buyer would place on the enterprise.  The analysis
indicated a LBO valuation for Energy Industries which was significantly below
the proposed sale price.  The theoretical LBO valuation was reasonably
consistent with one of the bids received by the Company for Energy Industries in
a proposed LBO involving the current Energy Industries management team and a
large energy company.

  Discounted Cash Flow Analysis. A discounted cash flow analysis is a 
traditional valuation methodology used to derive a valuation of a corporate 
entity by capitalizing the estimated future earnings and calculating the 
estimated future free cash flows of such corporate entity and discounting such 
aggregated results back to the present. Schroder Wertheim performed a discounted
cash flow analysis of Energy Industries based on operating, capital expenditure 
and balance sheet assumptions for future periods provided by or developed with 
the assistance of Energy Industries management. Using such information, Schroder
Wertheim calculated such estimated "free cash flow" based on projected 
unleveraged net income (earnings before interest and after taxes; "EBIAT")
adjusted for: (i) certain projected non-cash items (i.e. depreciation and
amortization); (ii) projected capital expenditures; and (iii) projected changes
in non-cash working capital investment. Schroder Wertheim discounted the stream
of free cash flows provided in such projections back to the present using
discount rates ranging from 12.0% to 16.0%. To estimate the terminal value of
Energy Industries at the end of the forecast period, Schroder Wertheim applied a
range of terminal multiples from 7.0x to 9.0x to the projected fiscal 2002
EBITDA and discounted such value estimates back to the present using discount
rates ranging from 12.0% to 16.0%. Schroder Wertheim then summed the present
values of the free cash flows and the present values of the terminal values to
derive a range of implied enterprise values for Energy Industries of
approximately $89.0 million to $136.8 million, after adjusting for total cash
and cash equivalents.

RECOMMENDATION OF THE COMPANY'S BOARD OF DIRECTORS

  THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE
"FOR" THE ENERGY INDUSTRIES SALE PROPOSAL.

  As discussed previously under "--Background of the Energy Industries Sale
Proposal", the Board of Directors determined that the Energy Industries Sale
Proposal was expedient and fair to, and in the best interests of, the Company
and its stockholders. In making this determination, the following factors were
considered and evaluated:

     (i) The Board's consideration that the focus of the Company's business
  strategy had shifted from the energy business toward the food processing
  business.  The Board therefore elected to begin the exit of the energy
  business through the sale of Energy Industries and the other energy related
  operations discussed under "--Background of the Energy Industries Sale
  Proposal";

     (ii) The Board's review of presentations from, and discussions of the terms
  and conditions of the Energy Industries Sale Proposal with, senior executive
  officers of the Company and Energy Industries;

     (iii) The Board's consideration of, among other things, information with
  respect to the financial condition, results of operations and business of the
  Company and Energy Industries, on both a historical and a prospective basis;

     (iv) The fact that six other formal offers to purchase Energy Industries
  were received by the Company and that those offers were inferior to the
  Enterra offer with respect to price and other material terms; and

     (v) The Board's consideration of Schroder Wertheim's oral opinion, which
  was to be subsequently confirmed in writing, as to the fairness to the
  Company from a financial point of view, of the consideration to
  be received by the Company pursuant to the Enterra offer.

  The Board did not assign relative weights to the factors discussed above.

  Following the sale of Energy Industries, the Company's primary focus will be
the food service industry, as described under "--Background of the Energy
Industries Sale Proposal".  While the Company is actively seeking acquisitions
and joint venture opportunities, there can be no assurances that the Company
will succeed in identifying or consummating any such opportunities or that
acquisitions or joint ventures, if consummated, will be successful.  In
addition, while the Company currently intends to focus on the food service
industry, the Company may effect acquisitions in other industries if the Board
determines that it is in the interests of the Company and stockholders to do so.

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