Disclosure Regarding Forward-Looking Statements And Cautionary Statements
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     Cautionary  Statements.  In addition to the other information  contained in
this Quarterly Report on Form 10-Q, the following  Cautionary  Statements should
be considered when evaluating the forward- looking statements  contained in this
Quarterly Report:

     1.  Substantial  Doubt About The  Company's  Ability To Continue As A Going
Concern Without Completion Of Public Offering.  The Company's  operating results
for each of the fiscal years ended April 30, 1996 and 1995 resulted in a profit;
however,  the Company has  incurred  operating  losses for the nine months ended
January 31, 1997,  and for each of the fiscal  years ended April 30, 1994,  1993
and 1992,  and there is no assurance  that the operations of the Company will be
profitable  in the  future.  As a result of the  Company's  current  fiscal year
losses from May 1, 1996 through  January 31, 1997  (approximately  $2.5 million,
including a non-recurring charge of $1.1 million), the Company's working capital
position and ability to generate  sufficient  cash flows from operations to meet
its  operating  and  capital  requirements  has further  deteriorated  and these
matters raise  substantial  doubt about the  Company's  ability to continue as a
going concern without completion of the Company's pending  best-efforts  initial
public  offering  of common  stock  and  common  stock  purchase  warrants  (the
"Offering") or a substantial  infusion of equity capital.  The Company  believes
that it will be successful in removing the threat


<PAGE>



concerning  its ability to continue as a going concern by adhering to closer and
stricter  scrutiny of its contract bids and utilizing the estimated  minimum net
proceeds  of   approximately   $2.9   million   from  the  Offering  to  achieve
profitability  through  lower  interest and bonding  costs and expanded  volume.
Management believes that approximately $1.0 to $1.2 million of the proceeds from
the Offering are necessary to remove the threat concerning the Company's ability
to continue  as a going  concern and that if this  Offering  is  completed,  the
minimum proceeds from the Offering will enable the Company to continue operating
for the foreseeable future at its current level of operations. The length of the
period that the minimum proceeds would enable the Company to continue  operating
at its  current  level of  operations  is  dependent  upon a number of  factors,
including  primarily the Company's  profitability.  Assuming the Company incurs,
during  fiscal  1998  and  1999,  additional  net  losses  (excluding  non-cash,
non-recurring  charges)  at the same rate as  estimated  for  fiscal  1997 ($1.4
million),  the  minimum net  proceeds  would allow the Company to operate at its
current level of operations for approximately 1.2 years. However,  management of
the Company does not believe that the Company will incur  cumulative  net losses
for fiscal 1998 and 1999.  There is no  assurance  that  management's  belief is
accurate and that the Company will not incur future  cumulative  net losses.  To
the extent that management's  belief is accurate,  then the minimum net proceeds
from the Offering would allow the Company to continue  operations as long as the
Company had not sustained  future  cumulative net losses of  approximately  $1.7
million. There is no assurance these results will occur even if this Offering is
consummated.  If this does not occur,  the Company will pursue other  sources of
financing,  but there is no  assurance  any other  source of  financing  will be
available.

     The  Company  is  current  in its  obligations  to all  lenders  and  major
suppliers except the Supplier  described in paragraph No. 3 below. That Supplier
has indicated that it has no intent of  accelerating  payment on any obligations
as long as the Offering is  completed.  The Supplier has not  indicated  what it
will do if the Offering is abandoned or otherwise terminated unsuccessfully.

     As a result of the losses incurred in November and December 1996, the audit
report of the Company's  independent  auditors for the year ended April 30, 1996
indicates that there is substantial  doubt  concerning the Company's  ability to
continue as a going concern  without a substantial  infusion of equity  capital,
such  as  that  contemplated  from  the  Offering.  The  implication  of this to
investors in the Company is that  successful  completion  of the Offering (or an
equity  infusion  from another  source) is necessary for the Company to continue
operations. See Note 19 to the Company's Financial Statements for the year ended
April 30, 1996  included in the  Company's  Registration  Statement  on Form S-1
concerning the Offering.

     2.  Limited  Financial  Resources,  Negative  Net  Worth,  And  Outstanding
Obligations.  The Company has limited financial resources  available,  which has
had an adverse impact on the Company's liquidity.  Its activities and operations
to date have  resulted in a negative net worth.  There is no assurance  that the
proceeds of the Offering will be sufficient to  successfully  develop,  produce,
and  market  the  Company's  services.  The  Company  may be forced to limit its
activities  because of the lack of  availability of adequate  financing.  In the
past, the Company's limited liquidity has limited the amount of credit available
from the Company's suppliers. If the Company were not to have adequate financing
available in the future, it is likely that this credit limitation would continue
and that the Company's  domestic and  international  marketing would be directly
affected,  which would  impair the  Company's  ability to increase  its business
volume.


<PAGE>

     The Company's  negative net worth and  financial  condition in general have
prevented the Company from being able to obtain  performance  and payment bonds,
which has limited the  Company's  ability to obtain  certain  projects.  If this
Offering is successfully completed, the Company believes that it will be able to
increase its bonding line and thereby increase the jobs available to it.

     3. Outstanding Indebtedness. As of December 31, 1996, the Company owed
its major  supplier of raw materials  (the  "Supplier")  $1,800,000 for accounts
payable and an  additional  $2,133,000  that is evidenced by a note (the "Note")
and other  related  loan  documents.  The  Company is  required  to make  weekly
payments of $11,537 for outstanding  principal and accrued  interest on the Note
until April 30, 2001. If the Offering is successfully  completed, of which there
is no  assurance,  the Company  intends to use $1.2  million of the  proceeds to
reduce the balance of the Note to approximately $935,000,  which will reduce the
weekly payments to approximately  $5,100 per week.  Pursuant to the terms of the
Note,  it is an event of default if the  Company's  net income  before  interest
expense is less than 1.5  percent of the  Company's  total  sales for any fiscal
year  beginning  with the fiscal year ending  April 30,  1997.  The Supplier has
agreed to waive this  requirement for the first eight months  (through  December
31,  1996) of the fiscal year ending  April 30,  1997,  but the Company  will be
required to satisfy it for the last four months of the fiscal year ending  April
30, 1997 and  subsequent  fiscal  years.  Although  the  Company  would not have
satisfied this requirement for any of its previous fiscal years or for the first
eight  months of its  current  fiscal  year,  management  believes  that if this
Offering is completed,  it will be able to satisfy the  requirement for the last
four  months of the fiscal  year  ending  April 30, 1997 and for fiscal 1998 and
thereafter  while the Note is  outstanding,  or that it will be close  enough to
satisfying  it that  the  Supplier  will  waive  it.  Nevertheless,  there is no
assurance  that the Company will satisfy  this  requirement.  As of December 31,
1996, the Company also was in violation of certain other  covenants for which it
has received a waiver from the Supplier and for which there is no assurance that
the Company will be able to satisfy in the future. If all these requirements are
not satisfied as required in the future,  the Company will be required to obtain
alternate financing, receive a waiver from the Supplier, or default on the Note.

     As of October 31, 1996, the Company also owed an aggregate of approximately
$349,000 to FCLT, L.P., a Texas limited  partnership  ("FCLT"),  pursuant to two
loans that are payable in June 1998,  are  collateralized  by the Company's land
and buildings,  and are guaranteed by the three  principal  stockholders  of the
Company. Aggregate monthly payments on these two loans are $6,082.

     The Company had other obligations of an aggregate of approximately $173,000
at December 31, 1996 that require  aggregate  monthly  payments of approximately
$13,100.  The Company also is the obligor on an aggregate of $300,000  principal
amount of unsecured notes that will be repaid from the proceeds of the Offering.

     4. Fluctuations In Industry Construction Activity.  Although most recently,
new construction projects for storage facilities,  warehouses and pre-engineered
metal buildings and freezer/refrigerated facilities, as well as renovations and


<PAGE>



remodeling  projects,  have occurred at a historically active rate, new projects
were not as numerous in prior years.  These  fluctuations  in industry  activity
result from numerous factors,  including general economic  conditions,  interest
rates and the general real estate market.  There can be no assurance that future
demand for the  Company's  services  will be adequate for the Company to operate
profitably.

     5. Uncertain  Markets And Market  Acceptance.  No assurance can be given of
market acceptance or profitability  from sales of the Company's current services
or that sales of future services will be profitable.  The Company's  industry is
extremely competitive and subject to numerous changes.

     6. Competition.  The Company competes, in a highly competitive environment,
with many  companies in the  manufacture,  construction  and erection of storage
facilities,  warehouses,  pre-engineered  metal buildings,  freezer/refrigerated
facilities,  and other  construction  services.  Many of the  Company's  primary
competitors  not only have greater  resources  than the Company,  they also have
larger  administrative  staffs and more available service personnel.  The larger
competitors also may use their greater financial resources to develop and market
their  services.  The  presence  of  these  competitors  may  be  a  significant
impediment  to any  attempts  by the  Company to  develop  its  business.  Major
competitive factors include product knowledge,  experience,  past relationships,
quality  of  performance,   financial  condition,  reputation,  timeliness,  and
pricing.  The Company  believes  that it ranks  highly and  therefore  will have
certain competitive advantages in attempting to develop and market its services,
including  the  Company's  excellent  relationships  with its  past and  current
customers,  which has led to "repeat" business, the Company's product knowledge,
experience, past relationships,  quality of performance, reputation and pricing,
and the Company's ability to respond to customer requests more quickly than some
larger competitors. For the year ended April 30, 1996, approximately 45 percent,
and for the six months ended October 31, 1996,  approximately 28 percent, of the
Company's  business  was derived  from  repeat  customers;  however  there is no
assurance  that this will  occur in the  future.  None of the  Company's  repeat
business is derived from long-term  contracts,  and all repeat business  results
from  separately  negotiated  contracts.  With  respect  to lower  rankings  for
competitive  factors,  the Company's  capitalization  prior to this Offering has
placed it at a  competitive  disadvantage  in the past but the Company  believes
that as a result of this Offering it will increase its ability to compete on the
basis of financial  condition.  However,  there is no  assurance  that this will
prove correct.

     7. Exposure To Construction Related Litigation.  The construction  industry
has a high incidence of litigation,  and as a participant in this industry,  the
Company is constantly exposed to the risk of litigation. Even though the Company
maintains insurance for these matters in amounts customary in the industry,  and
even if the  Company  prevails  in any such  litigation,  of  which  there is no
assurance,  the management time and out-of-pocket expense expended in commercial
litigation could have an adverse impact on the Company.

     8. Past Dependence On Major Customers.  During the six months ended October
31, 1996 and the fiscal year ended April 30, 1996,  U-Haul,  Inc.  accounted for
approximately $3.2 million and $8.1 million,  respectively, or 18 percent and 26
percent,  respectively, of the Company's total revenues. During the fiscal years
ended April 30, 1995 and 1994, U-Haul, Inc. 


<PAGE>



accounted   for   approximately   $4.9  and  $4.9  million,   respectively,   or
approximately  20 percent and 19 percent,  respectively,  of the Company's total
revenues. The Company negotiates each project with U-Haul separately as there is
no contract with U-Haul covering the construction of future  projects.  The loss
of  U-Haul,  Inc.'s  business  could  have a  materially  adverse  effect on the
Company.  Also during the fiscal year ended April 30,  1994,  another  customer,
with a contract for cold storage  construction,  accounted for  approximately 22
percent of the  Company's  total  revenues.  This contract was entered into as a
one-time  project,  and the Company does not anticipate any future business from
this customer.

     9. Previous  Unprofitable  International  Operations.  The Company plans to
expand its business in  international  markets but a significant  portion of its
past experiences in international markets has been unprofitable. The past losses
from international  business occurred in situations in which the Company had set
up satellite  offices in other countries,  such as Guam and Puerto Rico, and the
cost of  operating  and  maintaining  these  offices  was too  great to  operate
profitably.  The Company has closed its offices in Puerto Rico and in Guam,  and
believes  that  it will be able  to  conduct  business  internationally  without
opening  satellite  offices.  The Company  currently  is doing a small amount of
business  internationally  through an  international  sales force located in its
Houston, Texas headquarters.

     10. Availability Of Labor. In order to minimize overhead, the Company often
contracts with independent third parties to provide a substantial portion of the
labor for its construction projects. Therefore, the Company's ability to provide
these services is dependent upon outside  sources of workers and this may result
in delays in the  completion  of  contracts  due to the  unavailability  of such
labor.  The  Company  is not  currently  experiencing,  and has not in the  past
experienced, a shortage of labor.

     11.  Possible  Effect Of  Subcontractors'  Use Of Unionized  Labor.  At the
current  time,  the use of  unionized  labor by  subcontractors  engaged  by the
Company does not have a significant effect on the Company because subcontractors
tend to use unionized  labor only in areas where there is a heavy  concentration
of unionized labor, and because in those areas other  contractors in competition
with the Company most often  utilize  unionized  labor so that there would be no
competitive  advantages or disadvantages  to the Company.  There is no assurance
that this situation will remain constant in the future.

     12.  Dependence  On Key  Personnel.  The  success of the Company is largely
dependent  upon the  efforts  of John  Wilson,  Chief  Executive  Officer  and a
director of the Company, Danny Clemons, President and a director of the Company,
R. L. Farrar, Vice President of Operations,  Treasurer, Secretary and a director
of the Company, and Jim Williams, Vice President of Finance, Assistant Secretary
and a director of the Company.  The loss of the services of any of these persons
or the loss of the services of Jimmy M. Rogers,  head of the  Company's  Thermal
System  Division,  could be  detrimental to the Company as there is no assurance
that  the  Company  could  replace  any  of  them  adequately  at an  affordable
compensation level. The Company has entered into employment agreements with each
of the above  officers.  The Company is the  beneficiary for $500,000 of key-man
term life insurance coverage on each of Messrs. Wilson, Clemons,  Farrar, Rogers
and Williams.  There is no assurance that these insurance  policies will provide
the Company with adequate  compensation  in the event of the death of any of the
insured.



<PAGE>


     13. Government Regulation And Workers Compensation  Insurance.  The Company
is subject to government regulation of its business operations. In addition, the
Company's  construction  activities  must  meet with the  requirements  of local
building codes,  and the Company is required to provide workers  compensation or
alternate insurance coverage for the Company's employees.  Because of the nature
of the Company's business in construction  services,  the cost of this insurance
for the Company's  on-site employees is higher relative to the cost of insurance
coverage for the Company's office personnel. When construction work is performed
on behalf of the  Company by  subcontractors,  the  subcontractors,  and not the
Company, pay the direct costs of insurance for the construction  workers.  There
is no assurance that subsequent  changes in laws or regulations  will not affect
the Company's operations adversely.

     14.  Possible  Need For Future  Financing.  The Company  believes  that the
proceeds of the  Offering  will enable it to  accomplish  the purposes set forth
under "BUSINESS", although there can be no assurance that this will be the case.
If those  proceeds  are not  sufficient,  the Company  would be required to seek
additional financing to enable it to conduct its business operations.  There can
be no  assurance  that the  Company  will be able to obtain  such  financing  on
acceptable terms. Any such additional  financing may entail substantial dilution
of the equity of the then-existing stockholders of the Company. The availability
of additional  financing  may be  restricted  by provisions in the  underwriting
agreement with the the  underwriters of the Offering that require,  for a period
of 24 months  after this  Offering,  that the Company  obtain the  underwriters'
permission in order to issue securities for financing purposes.


     15. Potential  Conflicts Of Interest.  Potential  conflicts of interest may
arise between the Company and its officers and  directors.  Although each of the
Company's officers and directors is committed to devote full working time to the
business of the Company,  they also may be engaged in other business activities.
If these  business  activities  are of the  same  type as  those  engaged  in or
contemplated  by the Company,  conflicts  of interest  will arise in the area of
corporate  opportunities  or in the area of conflicting  time  commitments  with
respect to the officers and directors of the Company. Conflicts of interest also
will develop with respect to any contractual  relationships  that may be entered
into between the Company and any of its officers and directors.

     At the  present  time,  there are not any  material  conflicts  of interest
between the Company and any of its officers or  directors,  except to the extent
that their respective positions as large stockholders might present conflicts of
interest  and  except  to the  extent  that a  consulting  arrangement  with one
director might present conflicts of interest.  A previously existing conflict of
interest was resolved in May 1994 when AIC Management, Inc. merged with and into
the Company. At the time of the merger, AIC Management,  Inc. owned the land and
buildings that are utilized for the Company's  administrative offices as well as
its metal buildings  manufacturing  facility.  The shareholders and directors of
AIC Management,  Inc. at the time of the merger were Messrs. Clemons, Farrar and
Wilson,  who are the three largest  stockholders and three of the four directors
of the Company.

<PAGE>

     The  Company  has  established  a policy  pursuant  to which  the  Board Of
Directors will consider transactions with officers,  directors, and shareholders
of the Company and their  respective  affiliates.  Pursuant to this policy,  the
Board Of Directors will not approve any  transaction  unless it determines  that
the terms of the  transaction  are no less  favorable  to the Company than those
available from unaffiliated parties. Because this policy is not contained in the
Company's  Certificate  Of  Incorporation  or  Bylaws,  the policy is subject to
change by the Board Of Directors, although it currently is not contemplated that
the policy will be changed. In addition,  in the event any conflicts of interest
arise with  respect to any  officer or  director  of the  Company,  the  Company
anticipates  that its  officers  and  directors  will  exercise  their  judgment
consistent with their fiduciary  duties arising under the applicable state laws.
There can be no assurance  that all  conflicts  of interest  will be resolved in
favor of the Company.

     16.  Lack Of  Outside  Directors.  At the  present  time,  only  one of the
Company's directors is not also an officer and employee of the Company. However,
this director also serves as a paid consultant to the Company, which may present
conflicts of interest.  See above,  paragraph  No. 15,  "Potential  Conflicts Of
Interest".