NOTABLE TRANSACTIONS 2005

has agreed to sell

Diemaco

to

Colt Defense LLC

Jefferies Quarterdeck acted as Financial Advisor to the Seller in this Transaction

Jefferies Quarterdeck

May 20, 2005

has agreed to sell

Remec Defense & Space, Inc.

to

Chelton Microwave Corporation

a U.S. subsidiary of Chelton Ltd
a division of Cobham plc

$260,000,000

Jefferies Quarterdeck acted as Financial Advisor to the Seller
and Rendered Fairness Opinion to the Board

Jefferies Quarterdeck

May 20, 2005

has been acquired by

L-3 Communications Corporation

Jefferies Quarterdeck acted as Financial Advisor to the Seller

Jefferies Quarterdeck

April 26, 2005

has divested

Teldix GmbH

to

Rockwell Collins, Inc.

Jefferies Quarterdeck acted as Financial Advisor to the Seller

Jefferies Quarterdeck

March 31, 2005

has sold a 50% interest to

Ares Corporate Opportunities Fund

an affiliate of

Ares Management LLC

Jefferies Quarterdeck acted as Financial Advisor to the Seller in this Transaction

Jefferies Quarterdeck

March 31, 2005

has agreed to be acquired by

Lockheed Martin Corporation

Jefferies Quarterdeck acted as Financial Advisor to the Seller in this Transaction

Jefferies Quarterdeck

March 31, 2005

has agreed to sell

DRS Broadcast Technology, Inc.

an indirect wholly-owned subsidiary, to

EEC-CEC Acquisition Corp.

an affiliate of

Veritas Capital

Jeffries Quarterdeck acted as Financial Advisor to the Seller

Jeffreies Quarterdeck

March 10, 2005

a wholly-owned indirect subsidiary of

Novar plc

has agreed to be acquired by

Curtiss-Wright Controls, Inc.

a division of

Curtiss-Wright Corporation

Jeffries Quarterdeck acted as Financial Advisor to the Seller in this Transaction

Jeffreies Quarterdeck

March 1, 2005

SCPH Holdings, LLC

has acquired

and the assets of

Phoenix Optix, Inc.

Quarterdeck Investment Partners, Inc. acted as Financial Advisor to the Buyer

Quarterdeck Investment Partners, Inc.

March 1, 2005

has agreed to be acquired by

Lockheed Martin Corporation

Jefferies Quarterdeck acted as Financial Advisor to the Seller

Jefferies Quarterdeck

February 28, 2005

has agreed to acquire

Electron Dynamic Devices

a business unit of

The Boeing Company

Jefferies Quarterdeck acted as Financial Advisor to the Buyer

Jefferies Quarterdeck

February 25, 2005

has agreed to sell the

Propulsion Systems Unit

to

Jefferies Quarterdeck acted as Financial Advisor to the Seller

Jefferies Quarterdeck

February 25, 2005


AAR Engine Component Services

a division of

AAR Corp.

has been acquired by

Chromalloy Gas Turbine Corporation

a unit of

Sequa Corporation

Jefferies Quarterdeck acted as Financial Advisor to the Seller

Jefferies Quarterdeck

February 18, 2005

DynMarine

a business unit of


Computer Sciences Corporation

has been acquired by an affiliate of

Veritas Capital

in connection with its acquisitions of

DynCorp International and DynCorp Technical Services

Jefferies Quarterdeck acted as Financial Advisor to the Seller

Jefferies Quarterdeck

February 14, 2005

has been acquired by

SI International, Inc.

Jefferies Quarterdeck acted as Financial Advisor to the Seller in this Transaction

Jefferies Quarterdeck

February 9, 2005

has agreed to acquire

Spacelink International, LLC

$151,000,000

Jefferies Quarterdeck acted as Financial Advisor to the Buyer
and Rendered Fairness Opinion to the Board

Jefferies Quarterdeck

February 7, 2005

Global Design Technologies LLC

a new company formed by

has acquired

Deutsch Metal Components and Permaswage

Jefferies Quarterdeck acted as Financial Debt Advisor to the Buyer

Jefferies Quarterdeck

January 31, 2005

has agreed to sell the

Aeronautics Services Unit

to

Wyle Laboratories

a Portfolio Company of

Littlejohn & Co, LLC

Jefferies Quarterdeck acted as Financial Advisor to the Seller

Jefferies Quarterdeck

January 28, 2005

NOTABLE TRANSACTIONS 2004

Canadian Navigation Systems and Space Sensors Systems Business

has been acquired by

$65,000,000

Jefferies Quarterdeck acted as financial advisor to the Seller

Jefferies Quarterdeck

December 30, 2004

E. Opperman Webbing, mech/Gurt & Bandweberei GmbH

has acquired certain assets of

Precision Weaving, inc.

a subsidiary of

AmSafe, Inc.

Quarterdeck Equity Partners, Inc. acted as financial advisor to the Seller

Quarterdeck Equity Partners, Inc.

November 26, 2004

has acquired

Integrated Aerospace, Inc.

$110,000,000

Jefferies Quarterdeck acted as financial advisor to the Buyer

Jefferies Quarterdeck

November 24, 2004

Celeritek Defense Electronics

a division of

Celeritek, Inc.

Celeritek, Inc.

has been acquired by

Teledyne Wireless, Inc.

a direct wholly owned subsidiary of

Teledyne Technologies Incorporated

Jefferies Quarterdeck acted as financial advisor to the seller and rendered a fairness opinion in connection with this transaction

Jefferies Quarterdeck

October 22, 2004

Photon Research Associates, Inc.

Photon Research Associates, Inc.

has been acquired by

Raytheon Company

Jefferies Quarterdeck acted as financial advisor to the seller

Jefferies Quarterdeck

October 5, 2004

BE Aerospace

BE Aerospace

$144,000,000

Follow-On Offering Co-Manager

Jefferies Quarterdeck

October 1, 2004

AmSafe Partners, Inc.

a company formed by affiliates of

Quarterdeck Equity Partners, Inc.

and

The Pritzker Group

has acquired

AmSafe Inc. and Bridport plc

from affiliates of

The Marmon Group, Inc.

Quarterdeck Equity Partners, Inc. acted as financial advisor to the buyer

Quarterdeck Equity Partners, Inc.

August 31, 2004

Leach Holding Corporation

has been acquired by

Esterline Corporation

DNE Systems, Inc.

Jefferies Quarterdeck acted as financial advisor to the buyer

Jefferies Quarterdeck

August 30, 2004

DNE Systems, Inc.

DNE Systems, Inc.

a subsidiary of

The Alpine Group, Inc.

has been acquired by

Ultra Electronics Holdings plc

Jefferies Quarterdeck acted as financial advisor to the seller

Jefferies Quarterdeck

July 29, 2004

The WOrnick Company

The Wornick Company

has been acquired by

Veritas Capital

Jefferies Quarterdeck acted as financial advisor to the seller

Jefferies Quarterdeck

June 30, 2004

The Wornick Company

has completed a

Senior Secured Notes Offering

$125 million

The Wornick Company

Jefferies Quarterdeck acted as lead manager and sole book running manager

Jefferies Quarterdeck

June 30, 2004

Argo-Tech Corporation

has completed a

Senior Notes Offering

$250 million

Argo-Tech Corporation

Jefferies Quarterdeck acted as co-manager

Jefferies Quarterdeck

June 17, 2004

Rae Systems Inc.

Rae Systems Inc.

has acquired

KLH

Jefferies Quarterdeck acted as financial advisor to the buyer

Jefferies Quarterdeck

June 3, 2004

Photon Research Associates, Inc.

Photon Research Associates, Inc.

has been acquired by

Raytheon Company

Jefferies Quarterdeck provided a fairness opinion to the Board of Directors of Photon Research Associates for this transaction

Jefferies Quarterdeck

May 27, 2004

Primus International

has completed a

Senior Secured Notes Offering

$65 million

Primus International

Jefferies Quarterdeck acted as sole manager

Jefferies Quarterdeck

April 22, 2004

The assets of
Star Mountain, Inc.

a subsidiary of
Provant, Inc.

Provant

have been acquired by
FPMI Solutions, Inc.
a newly-formed company organized by
Paladin Capital Partners Fund, L.P.

Jefferies Quarterdeck acted
as financial advisor to the seller

Jefferies Quarterdeck

March 11, 2004

MTC Technologies Inc.

Modern Technologies

has completed a

Follow-On Offering
$104.6 million

Jefferies Quarterdeck acted as co-manager

Jefferies Quarterdeck

February 19, 2004

Identix Public Sector, Inc.

a subsidiary of

Identix Incorporated

Identix Incorporated

has been acquired by

Allion Science and
Technology Corporation

Jefferies Quarterdeck acted as financial advisor
to the seller

Jefferies Quarterdeck

February 13, 2004

Identix Public Sector, Inc.

a subsidiary of

Identix Incorporated

Identix Incorporated

has been acquired by

Allion Science and
Technology Corporation

Jefferies Quarterdeck provided a fairness opinion
to Identix’s Board of Directors for this transaction

Jefferies Quarterdeck

February 11, 2004

Cyrano Sciences, Inc.

Cyrano Sciences, Inc.

has been acquired by

Smiths Detection

a division of

Smiths Group plc

Jefferies Quarterdeck acted as financial advisor
to the seller

Jefferies Quarterdeck

February 2, 2004

RAE Systems Inc.

RAE Systems Inc.

has completed a

Follow-On Offering
$43.0 million

Jefferies Quarterdeck acted as lead manager

Jefferies Quarterdeck

January 28, 2004

GrafTech International Ltd.

GrafTech International Ltd.

has completed a

Convertible Senior Debenture
Offering

$225 million

Jefferies Quarterdeck acted as co-manager

Jefferies Quarterdeck

January 22, 2004


NOTABLE TRANSACTIONS 2003

MILTOPE GROUP, INC.

has been acquired by

VISION TECHNOLOGIES KINETICS, INC.

a business unit of

SINGAPORE TECHNOLOGIES ENGINEERING LTD.

MILTOPE GROUP, INC.

Quarterdeck acted as financial advisor to the seller

December 29, 2003

IPICOM, INC.

doing business as

IPITEK

has divested certain assets to

L-3 COMMUNICATIONS CORPORATION

IPITEK

Quarterdeck acted as financial advisor to the seller

December 10, 2003

MICRO CRAFT INC. AND GASL, INC.
subsidiaries of
ALLIED AEROSPACE INDUSTRIES, INC.

have been acquired by

ATK PRECISION SYSTEMS LLC
a subsidiary of
ALLIANT TECHSYSTEMS INC.

ALLIED AEROSPACE INDUSTRIES, INC.

Quarterdeck acted as financial advisor to the seller

November 28, 2003

SIERRACIN HARRISON

a division of

SIERRACIN CORPORATION

has been acquired by

STANLEY AVIATION CORPORATION

Anteon

Quarterdeck acted as financial advisor to the seller

November 28,2003

SPIRIAN TECHNOLOGIES, INC.

has been acquired by

SECUREINFO CORPORATION

SPIRIAN TECHNOLOGIES, INC.

Jefferies Quarterdeck acted as financial advisor to the seller

Jefferies Quarterdeck

November 4, 2003

MILTOPE GROUP, INC.

has been acquired by

VISION TECHNOLOGIES KINETICS, INC.
a business unit of
SINGAPORE TECHNOLOGIES ENGINEERING LTD.

Anteon

Quarterdeck provided a fairness opinion to
Miltope’s Board of Directors for this transaction


October 21, 2003

GRAFTECH INTERNATIONAL LTD.

has completed a

SECONDARY OFFERING

$202.4 MILLION

Anteon

Jefferies Quarterdeck acted as co-manager

Jefferies Quarterdeck

October 7, 2003

LKQ CORPORATION

has completed an

INITIAL PUBLIC OFFERING

$104.7 MILLION

LKQ CORPORATION

Jefferies Quarterdeck acted as co-manager

Jefferies Quarterdeck

October 3, 2003

B/E AEROSPACE INC.

has completed a

SENIOR NOTES OFFERING

$175 MILLION

B/E AEROSPACE INC.

Jefferies Quarterdeck acted as co-manager

Jefferies Quarterdeck

October 3, 2003

VISTA
INFORMATION TECHNOLOGIES, INC.


has divested certain assets to

AVAYA INC.

Anteon

Jefferies Quarterdeck acted as financial advisor to the seller

Jefferies Quarterdeck

October 2, 2003

Anteon International Corporation

has completed an offering of

$223.08 million of Common Stock

Anteon

Jefferies Quarterdeck acted as co-manager

Jefferies Quarterdeck

September 16, 2003

Zeborg, Inc.

has been acquired by

Emptoris, Inc.

Zeborg

Jefferies Quarterdeck acted as financial advisor to the seller

Jefferies Quarterdeck

August 29, 2003

VT Controls Ltd

a business unit of

VT Group plc

has been acquired by

Rolls-Royce plc

VT Controls

Quarterdeck acted as financial advisor to the seller

August 12, 2003

Radamec Defence Systems Limited

has been acquired by

Ultra Electronics Holdings plc

Radamec Defence Systems Limited

Quarterdeck acted as financial advisor to the seller

July 31, 2003

MSX International

has completed an offering of

Senior Notes Offering

$75.5 million Senior Notes

MSX International

Jefferies & Company acted as sole manager

Jefferies & Company, Inc.

July 25, 2003

Zeborg, Inc.

has divested certain assets to

Xerox Corporation

Zeborg

Jefferies Quarterdeck acted as financial advisor to the seller

Jefferies Quarterdeck

July 25, 2003

Griffon Corporation

has completed an offering of

$125 million 4% Contingent Convertible Subordinated Notes
Due 2023

Griffon Corporation

Jefferies Quarterdeck acted as co-manager

Jefferies Quarterdeck

July 18, 2003

I.T.S Corporation

has been acquired by

I.T.S. Corporation Holdings, Inc.

an affiliate of

Riordan, Lewis & Haden Investors

ITC

Quarterdeck acted as financial advisor to the seller

July 18, 2003

DigitalNet, Inc.

has completed an offering of

$127.3 million 9% Senior Notes

due 2010
DigitalNet

Jefferies Quarterdeck acted as co-manager

Jefferies Quarterdeck

July 3, 2003

Orbital Sciences Corporation

has completed an offering of

$135 million 9% Senior Notes due 2011



Jefferies Quarterdeck acted as co-lead manager

Jefferies Quarterdeck

July 2, 2003

UCAR Composites, Inc.

a subsidiary of

GrafTech International, Ltd.

has been acquired by

Coast Composites, Inc.

an affiliate of

Hammond, Kennedy, Whitney & Company Inc.

graftech

Quarterdeck acted as financial advisor to the seller

June 27, 2003

Esterline Technologies Corporation

has acquired

Weston Group

a subsidiary of

The Roxboro Group plc

Esterline

Quarterdeck acted as financial advisor to the buyer

June 6, 2003

Boeing Corinth Co.

a subsidiary of

The Boeing Company

has been acquired by

Labinal, Inc.,
a SNECMA Group Company

Boeing

Quarterdeck acted as financial advisor to the seller

June 6, 2003

Aeromet, Inc.

has been acquired by

L-3 Communications Corporation

Aeromet

Quarterdeck acted as financial advisor to the seller

May 30, 2003

Creative Technology Incorporated

has been acquired by

General Dynamics Corporation



Quarterdeck acted as financial advisor to the seller

March 31, 2003

ManTech International Corp.

has acquired

MSM Security Services Inc.



Quarterdeck acted as financial advisor to the buyer

March 10, 2003

ManTech International Corp.

has acquired

Integrated Data Systems



Quarterdeck acted as financial advisor to the buyer

February 28, 2003

Norco, Inc.

a subsidiary of

TransTechnology Corporation


has been acquired by

Marathon Power Technologies Company



Quarterdeck acted as financial advisor to the seller

February 24, 2003

Spokane Fabrication Operation

a business unit of

The Boeing Company


has been acquired by

Triumph Group Incorporated

Boeing

Quarterdeck acted as financial advisor to the seller

January 9, 2003
NOTABLE TRANSACTIONS 2002

Raytheon Aerospace, LLC


a portfolio company of

The Veritas Capital Fund, L.P.

has acquired

Flight International, Inc.



Quarterdeck acted as financial advisor to the buyer

December 17, 2002

ManTech International Corp.

has completed a

Secondary Offering

$127.3 million

Jefferies Quarterdeck acted as lead manager to ManTech



JEFFERIES/QUARTERDECK, LLC

December 16, 2002

ManTech International Corp.

has acquired

CTX Corp.



Quarterdeck acted as financial advisor to the buyer

December 11, 2002

Science and Applied Technology, Inc.
Science and Applied Technology, Inc.
has been acquired by

Alliant Techsystems, Inc.

Quarterdeck acted as financial advisor to the seller

October 25, 2002

Wescam Inc.
Wescam
has been acquired by

L-3 Communications Corporation
for a purchase price of CDN $200 million

Quarterdeck acted as financial advisor to the seller

December 4, 2002

Electron Devices

a business unit of

Northrop Grumman Corporation


has been acquired by

L-3 Communications Corporation

Quarterdeck acted as financial advisor to the seller

October 25, 2002

Displays-Navigation Systems

a business unit of

Northrop Grumman Corporation

has been acquired by

L-3 Communications Corporation

Quarterdeck acted as financial advisor to the seller

October 25, 2002

ENTEK, Inc.

has been acquired by

MATCOM International Corp.

Quarterdeck acted as financial advisor to the seller

November 22, 2002

Decision Systems Technologies, Inc.

has been acquired by

STG, Inc.

Quarterdeck acted as financial advisor to the seller

October 2, 2002

Wescam Inc.

has been acquired by

L-3 Communications Corporation

Quarterdeck provided a fairness opinion to the Board of Directors of Wescam, Inc. for this transaction

September 17, 2002

Orbital Sciences Corporation

has completed an offering of $135.0 million

12% Second Priority Secured Notes
due 2006

Jefferies/Quarterdeck, LLC acted as sole
Manager to Orbital Sciences

JEFFERIES/QUARTERDECK, LLC

August 22, 2002

Aegis Research Corporation

has been acquired by

ManTech International Corporation


Quarterdeck acted as financial advisor to the seller

August 5, 2002

Metropolitan Venture Partners

 has made a minority investment in

LightStream Technologies,Inc.

Quarterdeck acted as financial advisor to LightStream Technologies,Inc. 

August 5, 2002

Kellstrom Industries, Inc.

 has sold its

Aviation Inventory Management Business
to
KLAC, Inc.

An entity controlled by Inverness Management LLC

Jefferies/Quarterdeck acted as financial advisor to the Official Committee of Unsecured Creditors
to Kellstrom Industries, Inc. 

JEFFERIES/QUARTERDECK, LLC

July 18, 2002

Navy Controls Division
a business unit of
Eaton Corporation


has been acquired by

DRS Technologies, Inc.

Quarterdeck acted as financial advisor to the seller

July 15, 2002

MTC Technologies Inc.

has completed a $97.8 million

Initial Public Offering

Jefferies/Quarterdeck acted as Co-Manager to MTC

JEFFERIES/QUARTERDECK, LLC


June 27, 2002

Ordnance Systems
a business unit of
The Boeing Company


has been acquired by

Alliant TechSystems, Inc.

Quarterdeck acted as financial advisor to the seller

May 31, 2002

Pacific Aerospace & Electronics, Inc.

has completed the exchange of
its 11.25% Senior Subordinated Notes

Jefferies/Quarterdeck acted as financial advisor
to the company in connection with the financing

JEFFERIES/QUARTERDECK, LLC

March 26, 2002

FLIGHT OPTIONS, INC.


has merged with

RAYTHEON TRAVEL AIR COMPANY


Quarterdeck acted as financial advisor to Flight Options


March 20, 2002

MANTECH INTERNATIONAL CORPORATION

has completed a $132.5 million

Initial Public Offering

Jefferies/Quarterdeck acted as Lead Manager to ManTech

JEFFERIES/QUARTERDECK, LLC

February 6, 2002

SPOT IMAGE CORPORATION

a wholly-owned subsidiary of the

SPOT WORLD GROUP (SWG)

has sold exclusive rights for SPOT satellite imagery to
the U.S. defense and agriculture markets to

DIGITALGLOBE

Quarterdeck acted as financial advisor to the seller

January 25, 2002

NOTABLE TRANSACTIONS 2001

EMERGENT GOVERNMENT SERVICES GROUP

a wholly-owned subsidiary of

EMERGENT INFORMATION TECHNOLOGIES, INC.

has been acquired by
L-3 COMMUNICATIONS CORPORATION

Quarterdeck acted as financial advisor to the seller

November 30, 2001

BTG, Inc.



has been acquired by

Titan Corporation

Quarterdeck provided a Fairness Opinion to the seller

November 28, 2001

THE SPACE PRODUCT LINE
of
TECSTAR ELECTRO SYSTEMS
a division of
TECSTAR, INC.


has been acquired by

MOOG, INC.


Quarterdeck acted as financial advisor to the seller

October 26, 2001

ANALYTICAL SCIENCES, INC.

has acquired

UNITED INFORMATION SYSTEMS, INC.


Quarterdeck acted as financial advisor to the seller

October 1, 2001

BOEING SENSORS AND ELECTRONIC SYSTEMS
a business unit of
THE BOEING COMPANY


has been acquired by
DRS TECHNOLOGIES, INC.

Quarterdeck acted as financial advisor to the seller

September 28, 2001

ENTERPRISE SOLUTIONS GROUP

has acquired
FUTURENEXT, INC.

Quarterdeck acted as financial advisor to the buyer

September 19, 2001

AEROMET AMERICA, INC.
a wholly-owned subsidiary of
PACIFIC AEROSPACE & ELECTRONICS, INC.

has been acquired by

U.S. CASTINGS, LLC


The undersigned acted as financial advisor to the seller

June 14, 2001

COMPOSITE STRUCTURES, LLC

a privately-held company owned by an investor group led by
Quarterdeck Investment Partners, Inc.
has been acquired by
DUCOMMUN INCORPORATED

The undersigned acted as financial advisor to the seller

June 6, 2001

TEXSTARS, INC.
a subsidiary of
BBA GROUP PLC

has been acquired by
AMERICAN CAPITAL STRATEGIES LTD.

The undersigned acted as financial advisor to the seller

June 1, 2001

AMERICAN AUTOMAR, INC.

has been acquired by
APL LTD.
a subsidiary of
NEPTUNE ORIENT LINES LTD.

The undersigned acted as financial advisor to the seller

May 31, 2001

SMITHS GROUP PLC
has acquired
BARRINGER TECHNOLOGIES, INC.


The undersigned acted as financial advisor to the buyer

May 11, 2001

SCOTT TECHNOLOGIES, INC.
has been acquired by
TYCO INTERNATIONAL LTD.


The undersigned acted as financial advisor to the seller

May 3, 2001

BAE SYSTEMS FLIGHT SIMULATION & TRAINING
a wholly-owned subsidiary of
BAE SYSTEMS N.A.


has been acquired by
CAE, Inc.

The undersigned acted as financial advisor to the seller

April 3, 2001

RADIAN SPECIAL ENVIRONMENTAL SERVICES
a division of
URS CORPORATION

has been acquired by
A PRIVATE INVESTMENT GROUP

The undersigned acted as financial advisor to the seller

March 23, 2001

JEFFERIES & COMPANY, INC.

a subsidiary of
JEFFERIES GROUP, INC.
has acquired a 16 2/3% interest in
QUARTERDECK INVESTMENT PARTNERS, LLC
from
QUARTERDECK INVESTMENT PARTNERS, INC.

Quarterdeck Investment Partners, LLC acted as advisor to
Quarterdeck Investment Partners, Inc.

March 21, 2001

TECHNOLOGY PLANNING AND
MANAGEMENT CORPORATION
has been acquired by
SOZA & COMPANY, LTD.


Quarterdeck acted as financial advisor to the seller

March 15, 2001

LOCKHEED MARTIN ENERGY TECHNOLOGIES, INC.
a wholly-owned subsidiary of
LOCKHEED MARTIN CORPORATION

has been acquired by
QUADRATECH GROUP LLC
a management buy-out group

The undersigned acted as financial advisor to the seller

January 5, 2001

RETECH SERVICES, INC.
a wholly-owned subsidiary of
LOCKHEED MARTIN CORPORATION

has been acquired by
QUADRATECH GROUP LLC
a management buyout group

The undersigned acted as financial advisor to the seller

January 5, 2001

NOTABLE TRANSACTIONS 2000

COLEMAN RESEARCH CORPORATION
a wholly-owned subsidiary of
THERMO ELECTRON CORPORATION

has been acquired by
L-3 COMMUNICATIONS CORPORATION

The undersigned acted as financial advisor to the seller

December 29, 2000

RAYTHEON OPTICAL SYSTEMS
an operating unit of
RAYTHEON COMPANY

has been acquired by
THE BFGOODRICH COMPANY The undersigned acted as financial advisor to the seller

December 27, 2000

LAMBDA ADVANCED ANALOG INC.

a subsidiary of
SMITHS GROUP PLC
has been acquired by
INTERNATIONAL RECTIFIER CORPORATION

The undersigned acted as financial advisor to the seller

December 15, 2000

N.E.T. FEDERAL, INC.
a wholly-owned subsidiary of
NET.COM

has been acquired by
a wholly-owned subsidiary of
CACI INTERNATIONAL, INC.

The undersigned acted as financial advisor to the seller

December 1, 2000

TIMEBRIDGE TECHNOLOGIES, INC.

has been acquired by
DIMENSION DATA HOLDINGS, INC.


The undersigned acted as an investor in TimeBridge Technologies, Inc.

November 20, 2000

SMITHS INDUSTRIES PLC

has acquired
FAIRCHILD DEFENSE
a division of
ORBITAL SCIENCES CORPORATION

The undersigned acted as financial advisor to the buyer

November 3, 2000

N.E.T. FEDERAL, INC.
a wholly-owned subsidiary of
NET.COM

has been acquired by
CACI INTERNATIONAL, INC.

The undersigned provided a fairness opinion to the Board of Directors of net.com for this transaction

October 18, 2000

RADIAN SPECIAL PROJECTS
a division of
URS CORPORATION

has been acquired by
CACI INTERNATIONAL, INC.

The undersigned acted as financial advisor to the seller

October 6, 2000

TECH-SYM CORPORATION

has been acquired by a portfolio company of
THE VERITAS CAPITAL FUND, L.P.
for a purchase price of $182 million


The undersigned acted as financial advisor to the seller

September 29, 2000

DRS AHEAD TECHNOLOGIES, INC.
a wholly-owned subsidiary of
DRS TECHNOLOGIES, INC.

has been acquired by
A PRIVATE INVESTMENT GROUP

The undersigned acted as financial advisor to the seller

September 1, 2000

RADIAN ANALYTIC REFERENCE MATERIALS
a division of
URS CORPORATION

has been acquired by
LYNCH INVESTMENT COMPANY

The undersigned acted as financial advisor to the seller

August 25, 2000

OECO, LLC

has been acquired by
PARATUS CAPITAL MANAGEMENT LLC

The undersigned acted as financial advisor to the seller

August 11, 2000

SOFTWARE VISTA, INC.
has merged with
SHAMAN CORPORATION


The undersigned acted as financial advisor to
SHAMAN CORPORATION

July 21, 2000

COMARCO, INC.

divested certain assets of
COMARCO SYSTEMS, INC.
to
EWA SYSTEMS, INC.
a wholly-owned subsidiary of
ELECTRONIC WARFARE ASSOCIATES, INC.

The undersigned acted as financial advisor to the seller

July 10, 2000

COMARCO, INC.

divested certain assets of
COMARCO SYSTEMS, INC.
to
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION

The undersigned acted as financial advisor to the seller

July 7, 2000

MTI PARTNERS LIMITED
AMADEUS CAPITAL PARTNERS LIMITED

convertible unsecured loan notes for
VIEWGATE NETWORKS LIMITED


The undersigned acted as financial advisor to
Viewgate Networks Limited

May 19, 2000

UNIVERSITY SWAGING, INC.

has been acquired by
USI ACQUISITION SUBSIDIARY, INC.
a subsidiary of
PRIMUS INTERNATIONAL, INC.
a privately-held company organized by
RHÔNE CAPITAL LLC

The undersigned acted as financial advisor to the seller

March 22, 2000

MARCONI ACTUATION SYSTEMS, INC.
a wholly owned subsidiary of
BAE PLC

has been acquired by
SMITHS INDUSTRIES PLC
through its subsidiary
SMITHS INDUSTRIES AEROSPACE & DEFENSE SYSTEMS, INC.

The undersigned acted as financial advisor to the seller

March 20, 2000

BARNES AND REINECKE, INC.
a subsidiary of
ALLIED RESEARCH CORPORATION

has been acquired by a wholly owned subsidiary of
UNITED DEFENSE L.P.

The undersigned acted as financial advisor to the seller

March 10, 2000

SYSTEM TECHNOLOGY ASSOCIATES, INC.

has been acquired by
SI INTERNATIONAL, INC.
and
FRONTENAC COMPANY

The undersigned acted as financial advisor to the seller

March 10, 2000

TECH-SYM CORPORATION

has sold its 41.5% investment in
SCIENTIFIC RESEARCH CORPORATION
to
SCIENTIFIC RESEARCH CORPORATION

The undersigned acted as financial advisor to the seller

January 24, 2000
NOTABLE TRANSACTIONS 1999

LOCKHEED MARTIN HANFORD CORPORATION

a subsidiary of
LOCKHEED MARTIN CORPORATION
has been acquired by
CH2M HILL COMPANIES, LTD.

The undersigned acted as financial advisor to the seller

December 22, 1999

TIMEBRIDGE TECHNOLOGIES, INC.

$2,500,000 PRIVATE PLACEMENT

The undersigned acted as financial advisor in connection with this transaction

November 30, 1999

QUARTERDECK EQUITY PARTNERS, INC.

has made a minority investment in
TIMEBRIDGE TECHNOLOGIES, INC.


The undersigned acted as financial advisor to Timebridge Technologies, Inc.

November 30, 1999

WYLE LABORATORIES, INC.

has been acquired by
AN INVESTMENT GROUP LED BY THE COMPANY'S MANAGEMENT TEAM

The undersigned was an investor in Wyle Laboratories, Inc.

November 30, 1999

LAU DEFENSE SYSTEMS, LLC

has acquired
VISTA CONTROLS CORPORATION

The undersigned acted as financial advisor to the buyer

October 7, 1999

METAL FORM, INC.

has been acquired by
METAL FORM ACQUISITION, INC.
a newly-formed, privately held company, organized by
FIRST ATLANTIC CAPITAL, LTD.

The undersigned acted as financial advisor to the seller

September 30, 1999

ITHACO SPACE SYSTEMS, INC

has merged with a wholly-owned subsidiary of
THE BFGOODRICH COMPANY

The undersigned acted as financial advisor to ITHACO Space Systems, Inc.

September 23, 1999

INTERSTATE ELECTRONICS CORPORATION
a subsidiary of
SCOTT TECHNOLOGIES, INC.

has been acquired by
L-3 COMMUNICATIONS HOLDINGS, INC.

The undersigned acted as financial advisor to the seller

June 30, 1999

ANALYSIS & TECHNOLOGY, INC.

has been acquired by
ANTEON CORPORATION

The undersigned acted as financial advisor to the seller

June 23, 1999

MTI PARTNERS LIMITED
AMADEUS CAPITAL PARTNERS LIMITED
preferred stock financing for
REVEAL NETWORKS, INC.

The undersigned acted as financial advisor to Reveal Networks, Inc.

June 11, 1999

NSTOR TECHNOLOGIES, INC.

has acquired 75% of the outstanding common stock of
ANDATACO, INC.

from W. David Sykes, Vice Chairman and President of Andataco, Inc.

The undersigned acted as financial advisor to Andataco, Inc. and the seller

June 8, 1999

THE MASON COMPANY

has been acquired by
DAY & ZIMMERMANN, INC.

The undersigned acted as financial advisor to the seller

June 1, 1999

SPAR SPACE ROBOTICS
a division of
SPAR AEROSPACE LIMITED

has been acquired by
MacDONALD, DETTWILER, AND ASSOCIATES, LTD.
a wholly-owned subsidiary of
ORBITAL SCIENCES CORPORATION

The undersigned acted as financial advisor to the seller

May 7, 1999

DT TECHNOLOGIES
has been acquired by
TIMEBRIDGE TECHNOLOGIES, INC.


The undersigned acted as financial advisor to the acquirer

March 31, 1999

ZETA
a division of
SIERRA NETWORKS, INC.
has been acquired by
SIERRA R & Z ACQUISITION CORP.
an affiliate of
VERITAS CAPITAL FUND, L.P.

The undersigned acted as financial advisor to the seller

March 31, 1999

SIERRA RESEARCH DIVISION
a division of
SIERRA TECHNOLOGIES, INC.

has been acquired by
SIERRA R & Z ACQUISITION, CORP.
an affiliate of
VERITAS CAPITAL FUND, L.P.

The undersigned acted as financial advisor to the seller

March 31, 1999

SPAR SPACE SYSTEMS AND PRODUCTS
the Ste.-Anne-de-Bellevue, Quebec operations of
SPAR AEROPACE LIMITED

has been acquired by
ELECTROMAGNETIC SCIENCES, INC.

The undersigned acted as financial advisor to the seller

January 29, 1999

ASTRO AEROSPACE CORPORATION
a wholly-owned subsidiary of
SPAR AEROPACE LIMITED

has been acquired by
TRW INC.

The undersigned acted as financial advisor to the seller

January 15, 1999
NOTABLE TRANSACTIONS 1998

SPECIALTY PLASTICS, INC.
has been acquired by
EDO CORPORATION


The undersigned acted as financial advisor to the buyer

December 23, 1998

UNDERSEA SENSOR SYSTEMS, INC.
a subsidiary of
ULTRA ELECTRONICS (HOLDINGS) PLC
has acquired the
SONOBUOY PRODUCT LINE
of
RAYTHEON COMPANY


The undersigned acted as financial advisor to the seller

December 18, 1998

COMPUTING ANALYSIS CORPORATION

has been acquired by
C-CUBED CORPORATION

The undersigned acted as financial advisor to the seller

December 9, 1998

BUMSTEAD MANUFACTURING, INC.
has merged with
BUMSTEAD ACQUISITION, INC.

a newly-formed, privately-held company, organized by
RHÔNE CAPITAL, LLC

The undersigned acted as financial advisor to Bumstead Manufacturing, Inc.

October 30, 1998

PEI ELECTRONICS, INC.

has been acquired by
PEI HOLDING CORPORATION
a newly-formed corporation organized by
VERITAS CAPITAL, INC.

The undersigned acted as financial advisor to the seller

October 23, 1998

SIGNAL PROCESSING SYSTEMS
a division of
GLOBAL ASSOCIATES, LTD.

has been acquired by
SMITHS INDUSTRIES AEROSPACE & DEFENSE SYSTEMS, INC.

The undersigned acted as financial advisor to the seller

August 28, 1998

QUARTERDECK EQUITY PARTNERS, INC.
has made a minority investment in
NETWORK PEOPLE INTERNATIONAL LTD.


The undersigned acted as financial advisor to Network People International LTD.

August 25, 1998

TECHNOLOGY SERVICES GROUP
a division of
GLOBAL ASSOCIATES, LTD.

has been acquired by
EDO CORPORATION


The undersigned acted as financial advisor to the seller

July 31, 1998

QUARTERDECK PUBLIC EQUITIES, LLC
a newly-formed corporation organized by
QUARTERDECK EQUITY PARTNERS, INC.
has made a minority investment in
VENTURIAN CORPORATION


The undersigned acted as financial advisor to Venturian Corporation

July 30, 1998

KECO INDUSTRIES, INC.
has been acquired by
ENGINEERED SUPPORT SYSTEMS, INC.


The undersigned acted as financial advisor to the acquirer

June 25, 1998

ORABASE, INC.
has been acquired by
TIMEBRIDGE TECHNOLOGIES, INC.


The undersigned acted as financial advisor to the acquirer

May 18, 1998

KRUG LIFE SCIENCES INC.

and
TECHNOLOGY/SCIENTIFIC SERVICES, INC.
both wholly-owned subsidiaries of
KRUG INTERNATIONAL CORP.
have merged with
WYLE LABORATORIES, INC.

The undersigned provided a fairness opinion to the Board of Directors of Krug International Corp. in this transaction

March 16, 1998

PACER INFOTEC, INC.

has merged with
INTERMETRICS, INC.

The undersigned acted as financial advisor to Pacer Infotec, Inc. and Intermetrics, Inc. in this transaction

March 2, 1998

CAE AVIATION LIMITED
has been acquired by
SPAR AEROSPACE LIMITED


The undersigned acted as financial advisor to the acquirers

January 28, 1998
NOTABLE TRANSACTIONS 1997

SOUTHWEST MARINE, INC.
and
SAN FRANCISCO DRYDOCK, INC.
have been acquired by
SWM HOLDINGS, INC.

A newly-formed, privately-held company, organized by
THE CARLYLE GROUP

The undersigned acted as financial advisor to the seller

November 25, 1997

SPAR APPLIED SYSTEMS
a division of
SPAR AEROSPACE LIMITED

has been acquired by
DRS TECHONOLOGIES, INC.

The undersigned acted as financial advisor to the seller

October 30, 1997

PLANGRAPHICS, INC.

has merged with
DCX, INC.

The undersigned acted as financial advisor to PlanGraphics, Inc.

September 23, 1997

CSD HOLDINGS CORPORATION
a newly-formed corporation organized by
THE CARLYLE GROUP
has made a minority investment in
COMPOSITE STRUCTURES, LLC


The undersigned acted as financial advisor to Composite Structures, LLC

July 28, 1997

SYLVEST MANAGEMENT SYSTEMS CORPORATION

has been acquired by
FEDERAL DATA CORPORATION

The undersigned acted as financial advisor to the seller

June 30, 1997

COMPUTER DATA SYSTEMS, INC.

has acquired
ANALYTICAL SYSTEMS ENGINEERING CORPORATION

The undersigned acted as financial advisor to the buyer

June 18, 1997

ELECTRONIC ENCLOSURES
a division of
WYLE LABORATORIES, INC.

has been sold to
WALKER DICKSON, INC.
a U.S. based subsidiary of the Walker Dickson Group

The undersigned acted as financial advisor to the seller

May 28, 1997

COMPOSITES STRUCTURES
a division of
ALCOA COMPOSITE, INC.
a wholly-owned subsidiary of the
ALUMINUM COMPANY OF AMERICA
has been merged into
COMPOSITE STRUCTURES, LLC

a newly-formed limited liability company organized by
QUARTERDECK EQUITY PARTNERS, INC.
and
MR. ANTHONY N. PRITZKER

The undersigned acted as financial advisor to Composite Structures, LLC

January 8, 1997
NOTABLE TRANSACTIONS 1996

BURTON ELECTRICAL ENGINEERING
a division of
WYLE LABORATORIES, INC.

has been acquired by
VIKING ELECTRONICS, INC.
a division of
WPI, INC.

The undersigned acted as financial advisor to Wyle Laboratories, Inc.

October 25, 1996

ORTEL CORPORATION

has made an equity investment in
PHOTON TECHNOLOGIES CO., LTD.
an independent joint venture located in Shenzhen, China

The undersigned acted as financial advisor to Ortel

October 22, 1996

PACER SYSTEMS, INC.

has merged with
INFOTEC DEVELOPMENT, INC.
The new entity will be renamed
PACER INFOTEC, INC.

The undersigned acted as financial advisor to Pacer Systems, Inc.

July 23, 1996

ESCO ELECTRONICS CORPORTION

has sold
HAZELTINE CORPORATION
to
GEC-MARCONI ELECTRONIC SYSTEMS CORPORATION

The undersigned acted as financial advisor to ESCO Electronics Corporation

July 22, 1996

TELEDYNE INDUSTRIES, INC.

has sold
TELEDYNE THERMATICS
to
COMMSCOPE, INC.

The undersigned acted as financial advisor to Teledyne Industries, Inc.

May 31, 1996

OGDEN PROFESSIONAL SERVICE CORPORATION
a division of
OGDEN CORPORATION

has been acquired by
ANTEON CORPORATION
A newly-formed, privately-held company, organized by
CAXTON-ISEMAN CAPITAL, INC.

The undersigned acted as financial advisor to Ogden Corporation

April 22, 1996

TELEDYNE INDUSTRIES, INC.

has sold
TELEDYNE VEHICLE SYSTEMS
to
GENERAL DYNAMICS LAND SYSTEMS, INC.

The undersigned acted as financial advisor to Teledyne Industries, Inc.

March 29, 1996