MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
                       CONDITION AND RESULTS OF OPERATIONS

   Certain matters discussed in this Annual Report to Shareholders are
   "forward-looking statements" intended to qualify for the safe harbors from
   liability by the Private Securities Litigation Reform Act of 1995.  These
   forward-looking statements can generally be identified as such because the
   context of the statement will include words such as the Company
   "believes", "anticipates", "expects", or words of similar import. 
   Similarly, statements that describe the Company's future plans, objectives
   or goals are also forward-looking statements.  Such forward-looking
   statements are subject to certain risks and uncertainties which are
   described in close proximity to such statements and which could cause
   actual results to differ materially from those anticipated as of the date
   of this report.  Shareholders, potential investors and other readers are
   urged to consider these factors in evaluating the forward-looking
   statements and are cautioned not to place undue reliance on such forward-
   looking statements.  The forward-looking statements included herein are
   only made as of the date of this report and the Company undertakes no
   obligation to publicly update such forward-looking statements to reflect
   subsequent events or circumstances.

   Edison Control Corporation (the "Company") embarked on a new era in fiscal
   1997.  Fiscal 1997 was the first full year its newly acquired operation,
   Construction Forms, Inc. and subsidiaries, contributed to the Company's
   results of operations.  Operating results were significantly improved with
   $4,190,142 (17.6% of net sales) in operating income generated compared to
   $531,702 (3.9% of net sales) in the prior year.  Also, the Company paid
   approximately $2,900,000 in debt principal payments in fiscal 1997.

   Fiscal 1996 was the year of change for the Company.  On June 21, 1996, the
   Company acquired Construction Forms, Inc., a leading Wisconsin-based
   manufacturer of concrete pumping systems, abrasion-resistant piping
   systems, and concrete and plaster/mortar mixers.  On October 31, 1996, the
   Company sold its faulted circuit indicator business to its manager.  On
   November 15, 1996, the Company changed its fiscal year-end to January 31,
   1997 to conform with the year-end of the acquired companies.  Accordingly,
   the financial statements reflect the change in year-end and a one-month
   transition period.


                              RESULTS OF OPERATIONS


   Fiscal 1997 versus Fiscal 1996

   Net sales for the year ended January 31, 1998 ("fiscal 1997") increased
   75.5% to $23,875,214 compared with $13,604,340 in the prior year.  The
   increase was mainly attributable to the inclusion of the results of
   operations of the acquired companies for the full year in fiscal 1997. On
   a pro-forma basis, Construction Forms, Inc. and subsidiaries' net sales
   for fiscal 1997 increased $2,653,879  (12.5%) compared to fiscal 1996.
   Strong domestic sales at ConForms and large project sales to power and
   phosphate industry customers at Ultra Tech accounted for the increase.

   As a percentage of net sales, gross profit margin increased to 38.4% for
   fiscal 1997 as compared to 32.4% in the prior year.  Gross margin for
   Construction Forms, Inc. and subsidiaries for fiscal 1997 increased to
   38.4% from 32.0% in the prior year.  The increase was due to better
   pricing on Ultra Tech sales, better fixed cost coverage from the increased
   volume at ConForms and Ultra Tech, the inclusion of the acquired companies
   for the full period, and the sale of the Company's electronic fault
   indicator business in late 1996.

   Selling, engineering and administrative expenses represented 18.2% and
   23.8% of net sales for the years ended January 31, 1998 and 1997,
   respectively.  The percentage decrease for fiscal 1997 was primarily
   attributable to the inclusion of the results of operations of the acquired
   companies and decreases in general insurance and ConForms' sales and
   marketing expenses.  Selling, engineering and administrative expenses of
   the acquired companies on a pro-forma basis decreased to $3,815,658 in
   fiscal 1997 from $4,462,498 in fiscal 1996.  This was mainly due to
   decreased personnel wages and benefits, general insurance and ConForms'
   sales and marketing expense.

   Interest expense was $1,133,382 and $775,762 for fiscal 1997 and 1996,
   respectively.  Debt was incurred to finance the acquisition on June 21,
   1996.   The increase in interest expense was due to a full year of
   outstanding debt.  While rates are expected to remain stable, interest
   expense is expected to decrease slightly in fiscal 1998 as further debt
   reduction is anticipated. 

   Net investment loss, which includes interest, dividends and realized and
   unrealized gains or losses on trading securities, was $173,366 for fiscal
   1997 compared to last year's net gain of $33,279.   A major reason for the
   decrease was related to the decrease in the market value of the Company's
   holdings in Glenayre Technologies, Inc. and VIVUS Inc.  Although the
   Company has no established formal investment policies or practices for its
   trading securities portfolio, the Company generally pursues an aggressive
   trading strategy, focusing primarily on generating near-term capital
   appreciation from its investments in common equity securities.  Securities
   held in the Company's portfolio at the end of each period are reported at
   fair value, with unrealized gains and losses included in earnings for that
   period.  These factors, combined with the relative size of the Company's
   trading portfolio, has lead, and will likely continue to lead, to
   significant period-to-period earnings volatility depending upon the
   capital appreciation or depreciation of the Company's trading securities
   portfolio as of the end of each reporting period. The Company does not use
   or buy derivative securities.

   The amortization of goodwill, financing costs, stock options and stock
   warrants created a total non-cash charge of $1,600,421 for fiscal 1997
   compared to $1,235,253 for the prior year.  Goodwill from the June 1996
   acquisition is being amortized over a 40-year period.  The stock option
   amortization was fully amortized as of June 21, 1997.  The amortization of
   financing costs and stock warrants will continue principally until June
   21, 1999.  Excluding these items, the Company would have reported net
   income of approximately $2,065,000 or $.90 per share (basic).  The total
   amortization of all these non-cash charges for the years ended January 31,
   1999 and 2000 is expected to approximate $1,300,000 and $660,000,
   respectively.
    
   The Company recorded tax expense of $850,000 for fiscal 1997, which
   represented the estimated annual effective rate of 43.5% applied to pre-
   tax book income.  Deferred income taxes reflect the net tax effects of
   temporary differences between the carrying amount of assets and
   liabilities for financial statement reporting purposes and the amounts
   used for income tax purposes.

   Net income of $1,105,162, or $.49 and $.41 per share, basic and diluted,
   respectively, for fiscal 1997 represented an increase of $1,836,190 from a
   net loss of $731,028, or $.33 per share, basic and diluted, for the prior
   year.  This change was principally due to the operating results of the
   acquired companies.

   Fiscal 1996 versus Fiscal 1995

   Net sales for the year ended January 31, 1997 ("fiscal 1996") totaled
   $13,604,340 compared to $791,502 for the year ended December 31, 1995
   ("fiscal 1995").  Net sales of the acquired companies from June 21, 1996
   accounted for $12,717,228 of the total net sales.   On a pro-forma basis,
   net sales of the acquired companies increased 7.2% from $19,789,192 in
   fiscal 1995 to $21,221,335 in fiscal 1996.  The increase was due to
   increased export and domestic volume of the concrete pumping systems
   business.

   Gross margin was 32.4% for fiscal 1996 compared to 16.5% for fiscal 1995.
   The gross margin of the acquired companies was 32.0% for fiscal 1996.

   Selling, engineering and administrative expenses for fiscal 1996 increased
   to $3,238,168 compared to $729,267 in 1995.  As a percent of sales, the
   amount decreased from 92.1% in 1995 to 23.8% in fiscal 1996.  The acquired
   companies selling, engineering and administrative expenses for fiscal 1996
   were $2,406,711 or 18.9% of net sales of the acquired companies.

   Stock option amortization of $455,691 related to options for 167,611
   shares of  the Company's common stock granted to the acquired companies'
   management in June 1996.  The difference between the $3.00 option price
   and the $7.50 market price at time of grant is being amortized over the
   one-year vesting period.  

   Intangible amortization of  $187,536 relates principally to the goodwill
   and organizational/finance costs associated with the acquisition. 

   Operating income for fiscal 1996 was $531,702, or 3.9% of net sales,
   compared to an operating loss of $598,622 in 1995.  The acquired companies
   accounted for $1,596,362 of operating income for fiscal 1996.

   Net investment income, which includes interest, dividends, and realized
   and unrealized gains or losses on trading securities, decreased from
   $4,096,645 in 1995 to $33,279 for fiscal 1996.  A majority of this
   decrease was related to the decline in value of  Glenayre Technologies,
   Inc. stock held by the Company.  The Company realized significant gains on
   sales of this stock during the year, but also incurred significant
   unrealized losses on the stock during the year.

   Interest expense increased to $775,762 for fiscal 1996 from $0 in fiscal
   1995.  This change related to the debt incurred on the acquisition. 

   The loss on sale of net assets for $434,166 related to the sale, on
   October 31, 1996 of certain net assets of the electronic fault indicator
   business.  The Company anticipated continued operating losses in the
   future from this business and, accordingly, decided to dispose of its
   assets.
    
   Stock warrant amortization of $594,097 related to a Warrant issued to the
   principal shareholder in connection with this stockholder's personal
   guaranty of subordinated debt incurred in connection with the Company's
   acquisition of Construction Forms and its affiliates.  The Warrant is
   exercisable for 500,000 shares of the Company's Common Stock at $1.60 per
   share.  At the time the transaction was negotiated in April 1996, the
   Company's Common Stock was $4.00 per share and on the date the acquisition
   was consummated on June 21, 1996, the closing price in said market for the
   Company's Common Stock was $7.50 per share.  In approving the transaction,
   the Board of Directors received an opinion of Commonwealth Associates, an
   independent investment banking firm, that the Warrant issued for the
   limited guarantee and collateral was fair, from a financial point of view,
   to the holders of the Company's Common Stock.   The difference between the
   Warrant price and the fair market value at the time of grant is being
   amortized over the three-year term of the subordinated debt.   

   The net loss for the year was principally due to the loss on sale of net
   assets and the amortization of goodwill, financing costs, stock options
   and stock warrants.  Excluding these items, the Company would have
   reported net income of approximately $270,000, or $.12 per share (basic).

                         LIQUIDITY AND CAPITAL RESOURCES

   Cash flow from operating activities was $3,671,674 for fiscal 1997,
   compared to $7,234,818 for fiscal 1996.  In fiscal 1996, the net sale of
   trading securities to finance the acquisition of Construction Forms, Inc.
   and its affiliates accounted for approximately $6,405,000 of the operating
   cash flow.  Excluding the net trading securities activity from operating
   cash flow, the significant increase in operating cash flow was due to the
   profitable results generated from the Company's core business in fiscal
   1997. 

   Net working capital of $10,873,332 at January 31, 1998 decreased $680,838,
   or 5.9%, from the fiscal 1996 year-end level of  $11,554,170.  The current
   ratio at January 31, 1998 was 3.5:1 compared to 3.9:1 at prior year-end. 
   The change was mainly due to decreases in trading securities and
   investments and the increase in inventories and accounts payable due to
   large year-end backlogs at ConForms and Ultra Tech.

   Cash used in investing activities for fiscal 1997 was $470,364 compared to
   $19,274,791 in fiscal 1996.  This change was the result of the acquisition
   of Construction Forms, Inc. and its affiliates in fiscal 1996.  The
   purchase price of approximately $20,550,000, including acquisition costs,
   was funded by $4,800,000 of the Company's available resources, with the
   remaining amount funded from available bank borrowings.  Capital
   expenditures increased by $138,583 principally due to the acquired
   companies' activities for a full year.

   The Company reduced its debt by $2,884,082 in fiscal 1997, which accounts
   for all the cash used in financing activities.  Cash provided by financing
   activities in fiscal 1996 of $12,166,288 was primarily due to the issuance
   of debt related to the acquisition and subsequent payments of debt.  The
   Company has reduced its debt by $5,571,018 since the June 21, 1996
   acquisition date.  The Company's debt to capitalization ratio at January
   31, 1998 and 1997 was 49.0% and 55.4%, respectively.  The Company
   maintains various debt agreements, which are described in more detail in
   the footnotes to the financial statements.  Required principal payments in
   fiscal 1998 are expected to be approximately $842,000.  The Company
   entered into a two year $10,000,000 interest rate cap/floor agreement to
   reduce the impact of changes in interest rate borrowings under its
   variable rate debt.  The agreement, which expires December 10, 1998,
   maintains a cap rate of 7% (90 day LIBOR) and a floor rate of 4.5%.

   The Company believes that it can fund proposed capital expenditures and
   operational requirements from operations and currently available cash and
   cash equivalents, investments, trading securities and existing bank credit
   lines.  Proposed capital expenditures for the fiscal year ending January
   31, 1999 are expected to total approximately $2,500,000, compared to
   $554,923 for fiscal 1997.  The significant increase is due principally to
   the construction of an addition at the Company's Port Washington facility
   and the implementation of a new enterprise resource planning system.  The
   Company also intends to sell its Cedarburg facility. The Company's asking
   price for the facility is $1,350,000, although there can be no assurance
   as to when or if this facility may be resold.

   The Company intends to continue to expand its businesses, both internally
   and through potential acquisitions.  The Company currently anticipates
   that any potential acquisitions would be financed primarily by internally
   generated funds or additional borrowings or the issuance of the Company's
   stock.

   As is the case with most other companies using computers in their
   operations, the Company is in the process of addressing the Year 2000
   problem.  The Company is currently engaged in a comprehensive project to
   select and implement a new enterprise resource planning ("ERP") system
   that will properly recognize the Year 2000 problem.  This project involves
   replacing certain hardware and software maintained by the Company. 
   Management expects to complete this project in early 1999.  The Company
   estimates that the total cumulative cost of the project will be
   approximately $500,000 and will be funded through operating cash flows or
   the existing bank line of credit.  Purchased ERP system hardware and
   software, approximately $350,000 of the total estimated cost, will be
   capitalized in accordance with normal policy.  Personnel and all other
   costs related to the project are currently, and will continue to be,
   expensed as incurred.

   <PAGE>

   <TABLE>
   <CAPTION>
    SUMMARY OF SELECTED FINANCIAL DATA

    EDISON CONTROL CORPORATION

                                     Year Ended January 31,                   Year Ended December 31,
    Statement of Operations           1998            1997             1995            1994             1993

    <S>                           <C>              <C>                 <C>          <C>               <C>
    Net sales                     $23,875,214      $13,604,340         $791,502     $1,444,004        $1,195,807
    Cost of sales                 $14,717,711       $9,191,243         $660,857     $1,005,326          $851,701
    Gross profit                   $9,157,503       $4,413,097         $130,645       $438,678          $344,106
    Selling, engineering &
      administrative               $4,350,273       $3,238,168         $729,267       $676,857          $651,267
    Operating income (loss)        $4,190,142         $531,702        $(598,622)     $(238,179)        $(307,161)
    Realized (losses) gains on
      trading securities             $(54,837)      $2,802,490       $2,214,145       $712,530          $545,742
    Unrealized (losses) gains
      on trading securities         $(205,618)     $(2,854,059)      $1,842,902      $(193,830)        $      - 
    Interest, dividends and
      other income                    $63,276          $84,848          $39,598       $187,818          $305,390
    Income (loss) from
      continuing operations        $1,105,162        $(731,028)      $2,082,582       $382,780          $543,971
    Cumulative effect of
      change in accounting
      principle, net of income
      taxes                        $       -         $      -        $       -      $1,447,567          $     - 

    Net income (loss)              $1,105,162        $(731,028)      $2,082,582     $1,830,347          $543,971

    Per Share Information

    Net income (loss) per
      share - basic                $     0.49       $    (0.33)      $     0.98     $     0.87         $    0.26
    Net income (loss) per
      share - diluted              $     0.41       $    (0.33)      $     0.94     $     0.84         $    0.26
    Book value at year end         $     6.41       $     5.98       $     4.86     $     3.89         $    3.02

    At Year End

    Working capital               $10,873,332      $11,554,170      $10,299,875     $8,101,993        $6,256,984
    Property, plant and
      equipment-net                $6,945,103       $7,077,228          $65,687        $65,618           $88,999
    Total assets                  $32,355,957      $34,060,105      $12,553,486     $9,332,572        $6,444,468
    Long-term debt                $14,023,342      $16,907,424       $       -      $       -         $       - 
    Shareholders' equity          $14,590,525      $13,601,241      $10,375,912     $8,176,330        $6,345,983
    Weighted average shares
      outstanding-assuming
      dilution                      2,686,951        2,558,232        2,209,117      2,174,918         2,131,661

    Common stock outstanding        2,275,933        2,275,933        2,136,000      2,100,000         2,100,000
   </TABLE>


   Note:  As discussed in the Management's Discussion and Analysis of
          Financial Condition and Results of Operations, significant changes
          were made to the Company's core business in fiscal 1996.

   Note:  The Company adopted the provisions of FASB 115, "Accounting for
          Certain Investments in Debt and Equity Securities."  The Company
          adopted the provisions of the new standard for securities held as
          of or acquired after January 1, 1994.  The cumulative effect as of
          January 1, 1994 of adopting Statement No. 115 increased net income
          by $1,447,567 (net of $962,635 in deferred income taxes), or $.69
          per share-basic and $.67 per share-diluted.

   <PAGE>

   INDEPENDENT AUDITORS' REPORT

   To the Board of Directors and Shareholders
     of Edison Control Corporation:

   We have audited the accompanying consolidated balance sheets of Edison
   Control Corporation and subsidiaries (the "Company") as of January 31,
   1998 and 1997, and the related consolidated statements of operations,
   shareholders' equity, and cash flows for the years then ended and the one-
   month transition period ended January 31, 1996.  These financial
   statements are the responsibility of the Company's management.  Our
   responsibility is to express an opinion on these financial statements
   based on our audits.  The financial statements of the Company for the year
   ended December 31, 1995 were audited by other auditors whose report, dated
   February 14, 1996, expressed an unqualified opinion on those statements. 

   We conducted our audits in accordance with generally accepted auditing
   standards.  Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements are
   free of material misstatement.  An audit includes examining, on a test
   basis, evidence supporting the amounts and disclosures in the financial
   statements.  An audit also includes assessing the accounting principles
   used and significant estimates made by management, as well as evaluating
   the overall financial statement presentation.  We believe that our audits
   provide a reasonable basis for our opinion.

   In our opinion, such consolidated financial statements present fairly, in
   all material respects, the financial position of the Company as of January
   31, 1998 and 1997, and the results of their operations and their cash
   flows for the years then ended and the one-month transition period ended
   January 31, 1996, in conformity with generally accepted accounting
   principles.


   Deloitte & Touche LLP
   Milwaukee, Wisconsin
   April 2, 1998

   <PAGE>
    EDISON CONTROL CORPORATION

    CONSOLIDATED BALANCE SHEETS
    JANUARY 31, 1998 AND 1997
    ASSETS (Note 9)                     1998                  1997

    CURRENT ASSETS:
      Cash and cash
        equivalents (Note 1)          $1,037,288            $  772,008
      Investments (Note 1)               190,000               284,000
      Trading securities
        (Notes 1 and 4)                3,653,763             4,751,688
      Accounts receivable,
        less allowance of
        $320,000 and $292,000,
        respectively (Note 1)          2,995,637             2,713,308
      Receivable from
        affiliate (Note 6)               103,482               156,035
      Inventories (Notes 1
        and 5)                         5,974,302             5,316,948
      Prepaid expenses and
        other current assets             193,099               197,576
      Refundable income taxes
        (Note 8)                          81,182                    - 
      Deferred compensation
        (Note 11)                              -               298,558
      Deferred financing
        costs (Note 11)                  983,333               983,333
                                      ----------            ----------
        Total current assets          15,212,086            15,473,454

    INVESTMENT IN AND
      ADVANCES TO AFFILIATE
      (Note 6)                           433,150               340,054
    OTHER ASSETS:
      Prepaid pension (Note
        10)                              283,134               385,021
      Deferred financing
        costs (Note 11)                  389,236             1,372,570
                                      ----------            ----------
        Total other assets               672,370             1,757,591

    PROPERY, PLANT AND
      EQUIPMENT (Note 1):
      Cost:
        Land                             343,059               343,059
        Buildings and
         improvements                  2,788,014             2,672,111
        Machinery and
         equipment                     4,729,916             4,383,674
        Construction in
         progress                         47,014                 7,322
                                     -----------            ----------
                                       7,908,003             7,406,166
      Less - accumulated
        depreciation                    (962,900)             (328,938)
                                      ----------            ----------
                                       6,945,103             7,077,228
    GOODWILL (net of
      amortization of
      $367,741 and $135,484,
      respectively) (Note 1)           8,922,576             9,154,833

    ORGANIZATIONAL/FINANCE
      COSTS (net of
      amortization of
      $140,398 and $54,125,
      respectively) (Note 1)             170,672               256,945
                                      ----------            ----------
    TOTAL                            $32,255,957           $34,060,105
                                      ==========            ==========

   See notes to consolidated financial statements.

   <PAGE>
    LIABILITIES AND
      SHAREHOLDERS' EQUITY              1998                  1997

    CURRENT LIABILITIES:
      Trade accounts payable         $1,261,244              $868,088
      Accrued compensation              781,566               606,010
      Taxes other than income
        taxes                            29,985                38,119
      Other accrued expenses
        (Note 7)                        555,045               529,896
      Income taxes payable
        (Note 8)                             -                  9,077
      Deferred income taxes
        (Note 8)                        115,000               245,000
      Deferred compensation
        (Notes 1 and 11)                754,250               754,250
      Current maturities on
        long-term debt (Note
        9)                              841,664               868,844
                                     ----------            ----------
        Total current
         liabilities                  4,338,754             3,919,284

    LONG-TERM DEBT, LESS
      CURRENT MATURITIES
      (Note 9)                       13,181,678            16,038,580

    DEFERRED INCOME TAXES
      (Note 8)                          245,000               501,000
                                     ----------            ----------
        Total liabilities            17,765,432            20,458,864

    SHAREHOLDERS' EQUITY
      (Note 11):
      Preferred Stock, $.01
        par value; 1,000,000
        shares authorized,
        none issued                          -                     - 
      Common Stock, $.01 par
        value; 10,000,000
        shares authorized,
        2,275,933 shares
        issued and
        outstanding                      22,759                22,759
      Additional paid-in
        capital                      10,016,435            10,016,435
      Retained earnings               4,558,493             3,453,331
      Foreign currency
        translation
        adjustments                      (7,162)              108,716
                                     ----------            ----------
        Total shareholders'
         equity                      14,590,525            13,601,241
                                     ----------            ----------
    TOTAL                           $32,355,957           $34,060,105
                                     ==========            ==========

   See notes to consolidated financial statements.

   <PAGE>

   <TABLE>
   <CAPTION>
    EDISON CONTROL CORPORATION

    CONSOLIDATED STATEMENTS OF OPERATIONS
    YEARS ENDED JANUARY 31, 1998, 1997, DECEMBER 31, 1995 AND
    ONE-MONTH TRANSITION PERIOD ENDED JANUARY 31, 1996

                                             Year Ended            One-Month Ended     Year Ended
                                     January 31,     January 31,     January 31,      December 31,
                                        1998            1997             1996             1995

    <S>                             <C>            <C>                 <C>              <C>   
    NET SALES                       $23,875,214    $13,604,340          $63,564          $791,502
    COST OF GOODS SOLD               14,717,711      9,191,243           54,046           660,857
                                     ----------     ----------         --------         ---------
    GROSS PROFIT                      9,157,503      4,413,097            9,518           130,645

    OTHER OPERATING EXPENSES:
      Selling, engineering and
      administrative expenses         4,350,273      3,238,168           83,009           729,267
      Stock option amortization
      (Note 11)                         298,558        455,691               -                 - 
      Goodwill and
        organizational/finance
        cost amortization (Note
        1)                              318,530        187,536               -                 - 
                                     ----------     ----------        ---------         ---------
        Total other operating
         expenses                     4,967,361      3,881,395           83,009           729,267
                                     ----------     ----------        ---------         ---------
    OPERATING INCOME (LOSS)           4,190,142        531,702          (73,491)         (598,622)

    OTHER EXENSE (INCOME):
      Interest expense                1,133,382        775,762               -                 - 
      Realized losses (gains) on
        trading securities               54,837     (2,802,490)        (600,496)       (2,214,145)
      Unrealized losses (gains)
        on trading securities           205,618      2,854,059          583,345        (1,842,902)
      Interest and miscellaneous
        income                          (63,276)       (84,848)         (10,481)          (39,598)
      Loss on sale of assets, net
        (Note 2)                             -         434,166               -                 - 
      Stock warrant amortization
        (Note 11)                       983,333        594,097               -                 - 
      Equity in earnings of
        affiliate (Note 6)              (78,914)       (18,016)              -                 - 
                                     ----------     ----------        ---------        ----------
        Total other expense
        (income)                      2,234,980      1,752,730          (27,632)       (4,096,645)
                                     ----------     ----------        ---------        ----------
    INCOME (LOSS) BEFORE INCOME
      TAXES                           1,955,162     (1,221,028)         (45,859)        3,498,023
    INCOME TAXES (CREDIT) (Note
      8)                                850,000       (490,000)         (19,000)        1,415,441
                                     ----------     ----------        ---------        ----------
    NET INCOME (LOSS)                $1,105,162      $(731,028)        $(26,859)       $2,082,582
                                     ==========     ==========        =========        ==========
    NET INCOME (LOSS) PER SHARE
      (Note 1):
    Net Income (Loss) Per Share -
      Basic                           $    0.49     $    (0.33)      $    (0.01)       $     0.98
                                       ========      =========        =========         =========
    Net Income (Loss) Per Share -
      Diluted                         $    0.41     $    (0.33)      $    (0.01)       $     0.94
                                       ========      =========        =========         =========

   </TABLE>

   See notes to consolidated financial statements.

   <PAGE>

   <TABLE>
   <CAPTION>
    EDISON CONTROL CORPORATION

    CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
    YEARS ENDED JANUARY 31, 1998, 1997, DECEMBER 31, 1995
    AND ONE-MONTH TRANSITION PERIOD ENDED JANUARY 31, 1996

                                                                                                    Foreign
                                           Common Stock           Additional                        Currency
                                                                    Paid-in        Retained       Translation
                                      Share         Amount          Capital        Earnings       Adjustments         Total

    <S>                            <C>             <C>           <C>             <C>                <C>           <C>
    BALANCES, JANUARY 1, 1995      2,100,000         $21,000     $6,026,694      $2,128,636                -      $8,176,330
      Stock options exercised         36,000             360        116,640              -                 -         117,000
      Net income                          -               -              -        2,082,582                -       2,082,582
                                   ---------       ---------      ---------       ---------         ---------     ----------
    BALANCES, DECEMBER 31, 1995    2,136,000          21,360      6,143,334       4,211,218                -      10,375,912
      Net (loss)                          -               -              -          (26,859)               -         (26,859)
                                   ---------       ---------      ---------       ---------         ---------     ----------
    BALANCES, JANUARY 31, 1996     2,136,000          21,360      6,143,334       4,184,359                -      10,349,053
      Stock issued at acquisition
       (Note 11)                     114,933           1,149        860,851              -                 -         862,000
      Stock warrants issued (Note
       11)                                -               -       2,950,000              -                 -       2,950,000
      Stock options exercised
       (Note 11)                      25,000             250         62,250              -                 -          62,500
      Foreign currency
       translation adjustment             -               -              -               -           $108,716        108,716
      Net (loss)                          -               -              -         (731,028)               -        (731,028)
                                 -----------       ---------     ----------       ---------        ----------     ----------
    BALANCES, JANUARY 31, 1997     2,275,933          22,759     10,016,435       3,453,331           108,716     13,601,241

      Foreign currency
       translation adjustment             -               -              -               -           (115,878)      (115,878)
      Net income                          -               -              -        1,105,162                -       1,105,162
                                 -----------       ---------     ----------       ---------        ----------     ----------
    BALANCES, JANUARY 31, 1998     2,275,933         $22,759    $10,016,435      $4,558,493           $(7,162)   $14,590,525
                                  ==========        ========     ==========       =========        ==========     ==========
   </TABLE>

   See notes to consolidated financial statements.

   <PAGE>

   <TABLE>
   <CAPTION>
    EDISON CONTROL CORPORATION

    CONSOLIDATED STATEMENTS OF CASH FLOWS
    YEARS ENDED JANUARY 31, 1998, 1997, DECEMBER 31, 1995
    AND ONE-MONTH TRANSITION PERIOD ENDED JANUARY 31, 1996

                                          YEAR ENDED               One-Month        Year Ended
                                  January 31,     January 31,  Ended January 31,   December 31,
                                   1998               1997            1996             1995

    <S>                         <C>           <C>                 <C>           <C>
    OPERATING ACTIVITIES:
     Net income (loss)          $  1,105,162  $   (731,028)       $   (26,859)  $  2,082,582

     Adjustments to reconcile
      net income (loss) to net
      cash provided by    
      (used in) operating
      activities:
     Depreciation of plant and
      equipment                      653,089       328,421              2,389         39,836
     Amortization                  1,600,421     1,235,253
     Provision for doubtful
      accounts                        76,780        10,127
     Realized loss (gain) on
      trading securities sales        54,837    (2,802,490)          (600,496)    (2,214,145)
     Unrealized loss (gain) on
      trading securities             205,618     2,845,059            583,345     (1,842,902)
     Purchases of trading
      securities                  (3,768,475)   (9,003,912)        (3,436,325)   (16,653,501)
     Proceeds from the sale of
      trading securities           4,605,945    15,409,029          2,084,100     18,501,000
     Loss on sale of assets           19,973       396,318
     Equity in earnings of 
      affiliate                      (78,914)      (18,016)
     Changes in assets and
      liabilities, net of   
      acquired companies:
      Accounts receivable           (377,314)     (140,961)           (40,958)       170,748
      Receivable from affiliate       52,553        44,973
      Inventories                   (679,253)    1,417,211              4,493         19,139
      Prepaid expenses and
       other assets                    1,395        23,928              7,500           (458)
      Prepaid pension                101,887        57,577
      Trade accounts payable         388,713       (71,315)            20,876        (68,527)
      Accrued compensation           175,254        78,084              8,283
      Taxes, other than income
       taxes                          (2,223)      (44,774)
      Accrued expenses                19,550       101,490             (9,413)        14,323
      Income taxes                   (97,324)     (538,285)           216,000        351,054
      Deferred income taxes         (386,000)   (1,370,871)          (235,000)       722,851
                                  ----------    ----------         ----------     ----------
          Net cash provided by
           (used in) operating
           activities              3,671,674     7,234,818          1,422,065      1,122,000
                                  ----------    ----------         ----------     ----------

    INVESTING ACTIVITIES:
      Additions to plant and                
       equipment                    (554,923)     (416,340)                          (39,905)
      Maturity of certificate
       of deposit                     94,000 
      (Advances to) payments
       received from affiliate       (14,182)       45,823
      Proceeds from sale of                               
       assets                          4,741         9,819
      Payment for the purchase
       of acquired companies,
       net of cash acquired                    (18,914,093)
                                   ---------     ---------          ---------    -----------
       Net cash used in
         investing activities       (470,364)  (19,274,791)                          (39,905)
                                   ---------     ---------          ---------    -----------
    FINANCING ACTIVITIES:
     Proceeds from issuance of              
       long-term debt                600,000    16,540,000
     Payments of long-term debt   (3,484,082)   (4,531,936)
     Proceeds from issuance of
       common stock                                 95,724
     Stock options exercised                        62,500                           117,000
                                   ---------     ---------          ---------    -----------
       Net cash (used in)
        provided by financing
        activities                (2,884,082)   12,166,288                           117,000
                                   ---------     ---------          ---------    -----------

    EFFECT OF EXCHANGE RATE
      CHANGES ON CASH           $     51,948   $    46,762
                                   ---------     ---------          ---------    -----------
    NET INCREASE (DECREASE) IN
      CASH AND CASH EQUIVALENTS      265,280       173,077         (1,422,065)     1,199,095

    CASH AND CASH EQUIVALENTS,
      BEGINNING OF PERIOD            772,008       598,931          2,020,996        821,901
                                   ---------     ---------          ---------    -----------

    CASH AND CASH EQUIVALENTS,
      END OF PERIOD            $   1,037,288  $    772,008      $     598,931   $  2,020,996
                                  ==========     =========          =========     ==========
    SUPPLEMENTAL DISCLOSURE OF
      CASH FLOW INFORMATION:
       Cash paid during the
        year for:
     Interest                   $  1,111,901   $   773,954           $     -               -
     Income taxes, net of
       refunds                  $  1,336,130   $ 1,419,070           $     -     $   341,536

    SUPPLEMENTAL SCHEDULE OF
      NON-CASH INVESTING AND
      FINANCING ACTIVITIES:
       Stock issued as part of
         purchase price of
         acquired companies                    $   766,274
       Notes receivable
         canceled as part of 
         purchase price of
         acquired companies                    $   332,400
       Fair value of warrants
         issued in connection
         with financing of
         acquisition                           $ 2,950,000

    </TABLE>

   See notes to consolidated financial statements

   <PAGE>

   EDISON CONTROL CORPORATION

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   YEARS ENDED JANUARY 31, 1998, 1997, DECEMBER 31, 1995
   AND ONE-MONTH TRANSITION PERIOD ENDED JANUARY 31, 1996

   1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

       Principles of Consolidation - The consolidated financial statements
       include the accounts of Edison Control Corporation ("Edison") and
       subsidiaries, all of which are wholly owned (collectively, the
       "Company").  All material intercompany accounts and transactions have
       been eliminated in consolidation.

       Nature of Operations - The Company is currently comprised of the
       following operations.  Construction Forms ("ConForms") is a leading
       manufacturer and distributor of systems of pipes, couplings and hoses
       and other equipment used for the pumping of concrete.  ConForms
       manufactures a wide variety of finished products which are used to
       create appropriate configurations of systems for various concrete
       pumps.  Ultra Tech manufactures abrasion resistant piping systems for
       use in industries such as mining, pulp and paper, power and waste
       treatment.  Gilco produces a line of concrete and plaster/mortar
       mixers.  JABCO primarily leases property and equipment to Ultra Tech.

       The Company's principal market is in North America with limited sales
       activity in Europe and Asia.

       Cash Equivalents - The Company considers all temporary investments
       with maturities of three months or less when acquired to be cash
       equivalents.

       Investments - Investments consist of certificates of deposit with
       maturities in excess of three months and are recorded at cost which
       approximates market.  The Company intends to hold the certificates
       until maturity.

       Trading Securities - Debt and equity securities purchased and held
       principally for the purpose of selling them in the near term are
       classified as "trading securities" and reported at fair value with
       unrealized gains and losses included in earnings.  The cost of
       securities sold is based on the first-in, first-out method.

       Accounts Receivable - Accounts receivable are stated net of an
       allowance for doubtful accounts and finance charges.

       Inventories - Inventories are stated at the lower of cost (principally
       last-in, first-out method) or market.

       Property, Plant and Equipment - Property, plant and equipment is
       stated at cost.  Expenditures for major renewals and improvements are
       capitalized, while maintenance and repairs, which do not significantly
       improve the related asset or extend its useful life, are charged to
       expense as incurred.

       For financial reporting purposes, plant and equipment is depreciated
       primarily by the straight-line method over the estimated useful lives
       of the assets.  Depreciation claimed for income tax purposes is
       computed by accelerated methods.

       Goodwill and Intangible Assets - Goodwill represents the excess of the
       purchase price over the fair value of identifiable net assets of
       acquired companies and is amortized on a straight-line basis over 40
       years.  The Company assesses the carrying value of goodwill at each
       balance sheet date.  Consistent with Statement of Financial Accounting
       Standard ("SFAS") No. 121, "Accounting for the Impairment of Long-
       Lived Assets and for Long-Lived Assets to be Disposed of", such
       assessments include, as appropriate, a comparison of the estimated
       future nondiscounted cash flows anticipated to be generated during the
       remaining amortization period of the goodwill to the net carrying
       value of goodwill.  The Company recognizes diminution in value of
       goodwill, if any, on a current basis.  Organizational/finance costs
       are amortized over their economic useful lives ranging from three to
       twenty years.

       Estimates - The preparation of financial statements in conformity with
       generally accepted accounting principles requires management to make
       estimates and assumptions that affect the reported amounts of assets
       and liabilities and disclosure of contingent assets and liabilities at
       the date of the financial statements and the reported amounts of
       revenues and expenses during the reporting period.  Actual results
       could differ from those estimates.

       Fair Value of Financial Instruments - Management believes the carrying
       amount of financial instruments is a reasonable estimate of the fair
       value of these instruments.

       Translation of Foreign Currencies - Assets and liabilities of foreign
       operations are translated into United States dollars at current
       exchange rates.  Income and expense accounts are translated into
       United States dollars at average exchange rates for the periods and
       capital accounts have been translated using historical rates. The
       resulting translation adjustments are recorded as an adjustment to
       shareholders' equity.

       Revenue Recognition - The Company recognizes revenue upon shipment of
       products.

       Research and Development - Amounts expended for research and
       development for the years ended January 31, 1998 and 1997, the one-
       month transition period ended January 31, 1996, and the year ended
       December 31, 1995 totaled approximately $190,000, $190,000, $6,000 and
       $43,000, respectively, and are expensed as incurred.

       Net income (loss) per share - Effective for 1997, the Company adopted
       Statement of Financial  Accounting Standards ("SFAS") No. 128
       "Earnings Per Share," which established new standards for the
       calculation of net income per share effective for interim and annual
       periods ending after December 1997.  Income per share for the years
       ended January 31, 1997 and December 31, 1995 and the one-month period
       ended January 31, 1996 has been restated to comply with SFAS No. 128. 
       Reconciliation of the numerator and denominator of the basic and
       diluted per share computations are summarized as follows:

                                                    One-Month
                          Year Ended January 31,      Ended      Year Ended
                                                   January 31,  December 31,
                             1998        1997         1996          1995
   Net Income (Loss)
    Per Share - Basic:
     Net income (loss)
      (numerator)          $1,105,162  $(731,028)     $(26,859)    $2,082,582
     Weighted average
      shares
      outstanding
      (denominator)         2,275,933  2,210,848     2,136,000      2,119,440
     Net income (loss)
      per share - basic         $0.49     $(0.33)       $(0.01)         $0.98
   Net Income (Loss)
    Per Share-Diluted:
     Net income (loss)
      (numerator)          $1,105,162  $(731,028)     $(26,859)    $2,082,582
     Weighted average
      shares
      outstanding           2,275,933  2,210,848     2,136,000      2,119,440
     Effect of dilutive
      securities:
       Stock options           99,224          -             -         89,677
       Stock warrants         311,794          -             -              -
                            ---------  ---------     ---------      ---------
     Weighted average
      shares
      outstanding
      (denominator)         2,686,951  2,210,848     2,136,000      2,209,117
     Net income (loss)
      per share -
      diluted                   $0.41     $(0.33)       $(0.01)         $0.94

       Stock options and warrants were antidilutive for the year ended
       January 31, 1997 and the one-month ended January 31, 1996 under the
       treasury stock method.

       Accounting Pronouncements   In June 1997, the Financial Accounting
       Standards Board issued SFAS No. 130 "Reporting Comprehensive Income." 
       The Statement is effective for fiscal 1998.  The Company is in the
       process of evaluating the reporting requirements and does not believe
       the adoption of SFAS No. 130 will have a material impact on the
       Company's consolidated financial statements.

       In June 1997, the Financial Accounting Standards Board also issued
       SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
       Information."  The Statement is effective for fiscal 1998. The Company
       is in the process of evaluating the disclosure requirements.  The
       adoption of SFAS No. 131 will not have an impact on the Company's
       consolidated financial statements.

       Reclassifications - Certain reclassifications have been made to the
       prior years' financial statements to conform with the current year
       presentation.

   2.  ACQUISITIONS AND DISPOSITIONS

       On June 21, 1996, the Company purchased all of the issued and
       outstanding stock of Construction Forms, Inc. and subsidiaries and
       JABCO, LLC for an aggregate cash consideration of approximately
       $20,550,000.  The acquisition was accounted for as a purchase
       transaction with the purchase price allocated to the fair value of
       specific assets acquired and liabilities assumed.  Accordingly, the
       results of operations have been included since the date of the
       acquisition.  Resultant goodwill is being amortized over 40 years. 
       The purchase price was allocated as follows:

              Receivables                               $2,810,237
              Inventory                                  6,699,256
              Property, plant and equipment              6,990,408
              Goodwill                                   9,290,317
              Prepaid pension                              442,598
              Cash and other assets                      1,714,648
              Liabilities assumed                       (7,397,464)
                                                        ----------
                                                       $20,550,000
                                                        ==========

       On October 31, 1996, the Company sold certain net assets of its
       electronic fault indicator operation.  In return, the Company received
       cash of $10,000, a $275,000 promissory note bearing interest at an
       annual rate of 8 1/4%, and a five year warrant to purchase 20% of the
       capital stock of the new company.  It is management's opinion that the
       possibility of collection of any future principal or interest on the
       note receivable is remote and, accordingly, has reserved the total
       balance of the note and will not record any interest income until
       received.  The total loss on the sale of these net assets was
       $434,166, including the note receivable reserve.

   3.  CHANGE IN FISCAL YEAR

       In fiscal 1996, the Company changed its fiscal year-end from December
       31 to January 31 in order to correspond with the fiscal year of the
       acquired companies.

   4.  TRADING AND MARKETABLE SECURITIES

       Trading securities at January 31, 1998 consisted of the following:

                                      Number of
    Name of Issuer/                   Shares or
    Title of Issue                      Units        Cost       Market Value

    Common Stocks:
     General Motors Corp.                 5,000    $  147,325     $  173,125
     Glenayre Technologies, Inc.         40,000     1,029,352        527,500
     NCR Corp.                           10,000       278,750        300,625
     Oxford Health Plans, Inc.           10,000       160,000        175,000
     Panavision Inc.                      6,400       139,750        166,800
     Raytheon                             2,812       118,925        143,763
     Sun International Hotels            10,100       330,100        386,325
     US Trust Corporation                25,000       411,953      1,484,375
     VIVUS, Inc.                         20,000       621,350        296,250
                                                    ---------      ---------
    Total                                          $3,237,505     $3,653,763
                                                    =========      =========

      Trading securities at January 31, 1997 consisted of the following:


                                      Number of
    Name of Issuer/                   Shares or
    Title of Issue                      Units        Cost       Market Value

    Common Stocks:
     Computer Associates 
      International, Inc.                10,000    $  630,000     $  453,750
     Designer Holdings, Inc.             10,000       165,000        141,250
     Electronic Data Systems Corp.       10,000       441,250        460,000
     General Motors Corp.                10,000       532,500        610,000
     Glenayre Technologies, Inc.         50,000     1,163,961        962,500
     Healthsource                        10,000       138,750        132,500
     Panavision, Inc.                     6,400       139,750        120,000
     Sun International Hotels             5,100       259,475        181,688
     US Trust Corporation                20,000       659,125      1,690,000
                                                    ---------      ---------
    Total                                          $4,129,811     $4,751,688
                                                    =========      =========


   5.   INVENTORIES

        Inventories consisted of the following:

                                                 January 31,   January 31,
                                                    1998          1997

    Raw materials                                 $2,945,598    $2,737,369 
    Work-in-process                                  818,003       617,615 
    Finished goods                                 2,325,701     2,016,964 
                                                   ---------     --------- 
                                                   6,089,302     5,371,948 
    Less-reserve to reduce carrying value
      to LIFO cost                                 (115,000)       (55,000)
                                                   ---------     --------- 
    Net inventories                               $5,974,302    $5,316,948 
                                                   =========     ========= 

   6.   INVESTMENT IN AND ADVANCES TO AFFILIATE

        The Company owns 50% of the outstanding common stock of South Houston
        Hose Company and accounts for the investment by the equity method. 
        The Company had sales of approximately $798,000 and $685,000 to the
        affiliate during 1997 and 1996, respectively. Summary unaudited
        financial information as of January 31, 1998 and 1997, and for the
        years then ended is as follows:

                                               1998           1997
           Current assets                   $1,130,349     $  934,399
           Noncurrent assets                    45,878         49,930
           Current liabilities                 388,727        306,198
           Noncurrent liabilities                    -         41,555
           Shareholders' equity                787,500        633,364
           Net sales                         2,749,253      2,239,949
           Net income                          154,136         90,858


   7.   ACCRUED EXPENSES

        Accrued expenses consisted of the following:

                                                 Year Ended
                                         January 31,     January 31,
                                            1998             1997
            Group Benefits              $    130,000   $     190,680
            Warranty                         240,000         151,000
            Legal and professional            47,468          78,500
            Interest                          58,510          57,268
            Selling commissions               28,519          17,475
            Other                             50,548          34,973
                                           ---------      ----------
            Total                       $    555,045    $    529,896
                                           =========      ==========

   8.   INCOME TAXES

        Deferred income taxes are provided on temporary differences relating
        to reporting expenses in different periods for financial statement
        and income tax purposes and differences in bases of assets and
        liabilities.  Such differences relate primarily to unrealized gain
        (losses) on investments, depreciation expense, inventory costs, bad
        debt expense, warranty costs, insurance, compensation and pension
        expense.

        The provision for income taxes (credit) is as follows:

                                                   One-Month
                               Year Ended            Ended       Year Ended
                        January 31,  January 31,  January 31,   December 31,
                            1998         1997         1996          1995

    Currently payable:
      Federal           $ 1,066,000  $   718,871  $   184,000   $    506,616
      State                 170,000      162,000       32,000        185,974
                          ---------    ---------    ---------     ----------
                          1,236,000      880,871      216,000        692,590
    Deferred:
      Federal             (332,000)  (1,120,871)    (200,000)        556,595
      State                (54,000)    (250,000)     (35,000)        166,256
                         ----------   ----------   ----------     ----------
                          (386,000)  (1,370,871)    (235,000)        722,851

    Total               $   850,000  $ (490,000)  $  (19,000)   $  1,415,441
                         ==========   ==========   ==========     ==========

      Temporary differences which gave rise to the deferred tax assets
      (liabilities) included the following items at January 31, 1998 and
      1997:


                                                    1998               1997  
    Deferred tax assets:                                                     
    Compensation and other employee benefits    $    312,000     $   290,000 
    Book reserves and other items                     97,000           6,000 
    Net operating loss carryforwards                   3,000         140,000 
    Deferred financing                               615,000         207,000 
                                                      67,000          63,000 
                                                    --------        -------- 
    Vacation pay                                   1,094,000         706,000 
                                                    --------        -------- 
    Deferred tax liabilities:
    Inventory items                                 (638,000)       (543,000)
    Unrealized gains                                (162,000)       (243,000)
    Fixed assets                                    (544,000)       (516,000)
    Pension benefit                                 (110,000)       (150,000)
                                                   ---------       --------- 
                                                  (1,454,000)     (1,452,000)
                                                   ---------       --------- 
    Net deferred tax liability                   $  (360,000)     $ (746,000)
                                                   =========       ========= 


      The reconciliation of income tax computed at the U.S. federal
      statutory rates to income tax expense is:

                                                   One-Month
                                Year Ended            Ended      Year Ended
                         January 31,  January 31,  January 31,  December 31,
                            1998         1997          1996         1995

    Statutory tax rate      34.0%        34.0%        34.0%         34.0%
    State taxes, net
     of federal tax
     benefit                 6.0          4.8          5.7           7.0
    Goodwill                 4.0         (3.8)         0.0           0.0
    Dividends received
     deduction              (0.3)         1.3          2.9          (0.5)
    Reversal of
     provision for
     taxes not
     necessary in the
     future                  0.0          4.5          0.0           0.0
    Other, net              (0.2)        (0.7)        (1.2)          0.0
                            ----         ----          ----         ----
    Effective tax rate      43.5%        40.1%        41.4%         40.5%
                            ====         ====          ====         ====


   9. LONG-TERM DEBT

      Long-term debt, less current maturities, consisted of the following at
      January 31, 1998 and 1997:

                                             1998              1997   

    Industrial revenue bonds            $  2,875,000      $  3,000,000
    Bank revolving credit loan             3,225,000         3,800,000
    Bank overadvance term loan             1,125,278         3,281,944
    Subordinated bank loan                 6,798,064         6,798,300
    Obligation to former officer                                27,180
                                          ----------        ----------
    Total debt                            14,023,342        16,907,424
    Less current portion                   (841,664)         (868,844)
                                          ----------        ----------
    Total long-term debt                $ 13,181,678      $ 16,038,580
                                          ==========        ==========


      The Industrial Revenue Bonds ("IRB") were issued to finance
      construction of a new production facility in Port Washington,
      Wisconsin.  A total of $3,000,000 was issued for the facility and is
      due in annual installments of $125,000 from February 1997 through
      February 2000, $150,000 from February 2001 through February 2005, and
      $175,000 from February 2006 through February 2015.  The interest rate
      at January 31, 1998 was 3.75%.

      The master credit agreement, which expires June 21, 1999, allows for
      revolving credit borrowings not to exceed $6,000,000.  Borrowings
      which are based on qualified assets bear interest at either the prime
      rate plus .50% or the LIBOR rate plus 1.25% on the first $1,800,000 of
      debt (7.00% at January 31, 1998) and the LIBOR rate plus 2.00% on
      amounts in excess of $1,800,000 (7.75% at January 31, 1998).

      Also under the master credit agreement, the Company maintains an
      overadvance term loan.  Monthly principal payments of $59,722 are
      required by the agreement.  Borrowings bear interest at either the
      prime rate plus .375% or the LIBOR rate plus 3.1%.  The interest rate
      at January 31, 1998 was 8.875%.  The agreement calls for additional
      principal payments based on excess cash flow as defined in the
      agreement.

      The terms under the master credit agreement, among other provisions,
      require the Company to maintain a minimum current ratio, tangible net
      worth, and fixed charge ratio, and restricts the Company to a maximum
      debt to worth ratio.  Substantially all of the Company's assets are
      collateralized under the above debt agreements.

      The Company has a loan agreement with a bank which provides for
      subordinated borrowings up to $6,800,000 through June 22, 1999. 
      Borrowings bear interest at the bank's LIBOR rate plus 1.25%.  On
      January 31, 1998, the interest rate was 7.16%.  The loan is secured by
      substantially all of the assets of the Company and is guaranteed by
      the principal stockholder of Edison.

      The Company has entered into a two year $10,000,000 interest rate
      cap/floor agreement to reduce the impact of changes in interest rate
      borrowings under its variable rate debt.  The agreement maintains a
      cap rate of 7% (90 day LIBOR) and a floor rate of 4.5%.  The Company
      paid a fee of $32,500 related to the cap/floor agreement and is
      amortizing the fee over the life of the agreement.  The interest rate
      cap/floor agreement expires December 10, 1998.

      Annual principal payments for the next five years on long-term debt
      are as follows:

   <TABLE>
   <CAPTION>
      Year Ending                    Revolving      Overadvance      Subordinated
      January 31,        IRB        Credit Loan      Term Loan        Bank Loan          Total

      <S>           <C>             <C>              <C>             <C>             <C>
         1999         $125,000                       $  716,664                      $   841,664
         2000          125,000      $3,225,000          408,614      $6,798,064       10,556,678
         2001          125,000                                                           125,000
         2002          150,000                                                           150,000
         2003          150,000                                                           150,000
      Thereafter     2,200,000                                                         2,200,000
                     ---------       ---------        ---------       ---------       ----------
                    $2,875,000      $3,225,000       $1,125,278      $6,798,064      $14,023,342
                     =========       =========        =========       =========       ==========
   </TABLE>

   10. EMPLOYEE RETIREMENT PLANS

       The Company has a noncontributory defined benefit pension plan, which
       relates to the acquired companies, covering substantially all full-
       time employees.  The plan provides for benefits based on years of
       service and compensation.

       The following table sets forth the plan's funded status and amounts
       recognized in the Company's financial statements at January 31, 1998
       and 1997:

                                                 1998            1997
    Actuarial present values of benefit
     obligations:
      Accumulated benefit obligation,
       including vested benefits of
       $2,085,834 and $1,992,192,
       respectively                         $ 2,123,699      $ 2,024,083
                                              =========        =========
      Projected benefit obligation for
       service rendered to date             $ 2,884,024      $ 2,843,888

      Plan assets at fair value, primarily
       pooled common stock and bond funds,
       stocks and bonds                       3,998,045        3,521,295
                                              ---------        ---------
      Plan assets in excess of projected
       benefit obligation                     1,114,021          677,407

      Unrecognized net gain from past
       experience different from that
       assumed                                 (830,887)        (292,386)
                                              ---------       ----------
      Prepaid pension expense recognized
       in the consolidated balance sheet    $   283,134      $   385,021
                                              =========       ==========

      The discount rate and rate of increase in future compensation levels
      used in determining the actuarial present value of the projected
      benefit obligation were 7.5% and 6%, respectively for the years ended
      January 31, 1998 and 1997.  The expected rate of return on plan assets
      was 8.0% for the years ended January 31, 1998 and 1997.  The Company's
      funding policy is to contribute annually amounts within the limits
      which can be deducted for Federal income tax purposes.  No
      contributions were made to the Plan during the years ended January 31,
      1998 and 1997.

      Pension expense consisted of the following components for the years
      ended January 31:

                                               1998            1997
    Service cost-benefits earned
     during the year                       $  135,824     $   65,707
    Interest cost on projected
     benefit obligation                       186,853        119,475
    Actual return on plan assets
     (gain) loss                             (606,938)      (369,579)
    Net amortization and deferral             386,148        241,974
                                            ---------      ---------
    Net periodic pension expense           $  101,887     $   57,577
                                            =========      =========


      The Company also has a retirement savings and thrift plan (401(k)
      plan), which relates to the acquired companies, covering substantially
      all of its employees.  Under the 401(k) plan, the Company contributes
      amounts based on employee contributions.  Amounts charged to earnings
      for the plan for the years ended January 31, 1998 and 1997 were
      $80,943 and $42,831, respectively.

   11.  EMPLOYEE STOCK OPTION PLANS

      The Company adopted a 1986 Stock Option Plan (the "Plan") for the
      benefit of directors, officers and key employees of the Company. 
      Pursuant to the Plan, as amended, these persons may be granted options
      to purchase up to an aggregate of 150,000 shares of Common Stock.  The
      Board of Directors may authorize the granting of options under the
      Plan, and may determine to whom the options may be granted, the number
      thereof, the option price and the exercise period.  The price for
      incentive stock options, which may be granted under the Plan and which
      meet the requirements of Section 422A of the Internal Revenue Code, as
      amended, will not be less than the fair market value of the Common
      Stock on the date the option is granted (100% of such fair market
      value for an optionee who holds more than 10% of the outstanding
      shares of the capital stock of the Company).  The price for non-
      statutory options shall be fixed in the discretion of the Board of
      Directors and in no event will the option price for any non-statutory
      option granted be less than 85% of the fair market value of the Common
      Stock on the date of grant.  The maximum exercise period for any
      option under the Plan is ten years from the date the option is granted
      (five years for an optionee who holds more than 10% of the outstanding
      shares of the capital stock of the Company).  In November 1987, the
      Board of Directors issued non-statutory options to purchase an
      aggregate of 90,000 shares at an exercise price of $2.50 per share
      ("2.50 options").  In 1989, the Company issued non-statutory options
      to purchase an additional 60,000 shares at an exercise price of $1.22
      per share.  In November 1996, William Finneran purchased 25,000 shares
      of his options.

      In June 1993, the Board of Directors granted five-year non-statutory
      options to purchase 18,000 shares each to Clark H. Bailey, Gerald B.
      Cramer, John J. Delucca and Jay J. Miller, and 35,000 shares to
      William B. Finneran, Directors of the Company, at an exercise price of
      $2.50 per share, vesting 50% at June 5, 1994 and 50% at June 4, 1995
      ("vesting $2.50 options").  In June 1995, Clarke H. Bailey exercised
      his option and purchased 18,000 shares.  In September 1997, the
      options for Gerald B. Cramer expired.

      In July 1993, the Board of Directors granted non-statutory options to
      purchase 18,000 shares to John M. Sanzo, a Director of the Company, at
      an exercise price of $4.00 per share, vesting 50% at July 15, 1994 and
      50% at July 15, 1995 ("vesting $4.00 options").  In October 1994, the
      Board of Directors resolved that the stock option, heretofore, granted
      to Mr. John M. Sanzo to be fully vested notwithstanding any term of
      said option to the contrary and that said option would expire 120 days
      following the effectiveness of a Registration Statement on Form S-8
      under the Securities Act of 1993, as amended.  In June 1995, John M.
      Sanzo exercised his option and purchased 18,000 shares.

      In October 1995, the 1986 Stock Option Plan was amended to increase by
      200,000 the number of shares of common stock authorized for issuance,
      thereunder to a total of 350,000 shares.

      In February 1995, the Board of Directors authorized and on October 17,
      1995, the stockholders approved a grant to the Company's President and
      Chief Executive Officer of a ten-year option to purchase up to 200,000
      shares of common stock pursuant to the 1986 Option Plan at an exercise
      price of $4.00 per share, vesting 33% each at date of grant, on
      February 1, 1996, and on February 1, 1997, respectively.

      In February 1996, non-qualified options for 17,500 shares were granted
      to three individuals for services rendered at an exercise price of
      $4.50 per share.  The options are exercisable up to the close of
      business on December 31, 1999.

      In May 1997, five-year non-qualified options for 25,000 shares were
      granted to Robert Cooney, a member of the Board of Directors, at an
      exercise price of $3.50 per share, vesting 50% at November 29, 1997
      and 50% on May 29, 1998. 

      In October 1997, five-year non-qualified options for 25,000 shares
      were granted to William Scott, a member of the Board of Directors, at
      an exercise price of $3.50 per share, vesting 50% at April 15, 1998
      and 50% on October 15, 1998. 

      In connection with the issuance of the subordinated debt, the
      principal shareholder of the Company provided collateral to a bank to
      support a guaranty of repayment by the Company of the principal and
      interest on the loan.  The arrangement was made to reduce the cost of
      borrowed funds from that which would have been otherwise obtainable by
      the Company from unaffiliated "mezzanine" lenders.  In consideration
      of his providing such collateral, the Company issued a ten-year
      Warrant to purchase 500,000 shares of Common Stock exercisable at a
      price of $1.60 per share.  At the time the transaction was negotiated,
      Common Stock was quoted at approximately $4.00 per share.  On the date
      the ConForms acquisition was consummated, which was the grant date,
      the closing sale price for the Common Stock in the over-the-counter
      market was $7.50 per share.  The difference between the Warrant price
      and the fair market value at the grant date is being amortized over
      the three-year term of the subordinated debt.

      In connection with the ConForms acquisition, the Company entered into
      agreements for the sale for investment of an aggregate of 114,933
      shares of Common Stock for a total purchase price of $862,000 to key
      management personnel of ConForms and its affiliates.  In addition, the
      Company granted ten-year nonqualified options to purchase an aggregate
      of 167,611 shares of Common Stock exercisable at $3.00 per share to
      key personnel.  Such options vest fully on the first anniversary of
      the closing of the acquisition.  On the date of the grant of the
      options, the closing sale price for the Common Stock was $7.50 per
      share.  The difference between the option price and the fair market
      value at the time of grant was amortized over the one-year vesting
      period.

      The Company has adopted the disclosure-only provisions of SFAS No.123,
      "Accounting for Stock-Based Compensation," but continues to apply
      Accounting Principles Board Opinion No. 25 and related interpretations
      in accounting for all of its plans.  Compensation expense was
      $1,281,891, $1,049,788, $0, and $0 for the years ended January 31,
      1998, 1997, the one-month transition period ended January 31, 1996,
      and the year ended December 31, 1995, respectively.  If the Company
      had elected to recognize compensation costs for the options/warrants
      issued after December 15, 1994 in accordance with SFAS No. 123, net
      income (loss) and net income (loss) per share would have changed to
      the pro-forma amounts as follows:

   <TABLE>
   <CAPTION>
                                                Year Ended January 31,        One-Month Ended      Year Ended
                                               1998             1997         January 31, 1996   December 31, 1995

    <S>                  <C>             <C>                 <C>                    <C>           <C>
    Net income (loss)    As reported:    $  1,105,162        $  (731,028)           (26,859)      $  2,082,582
                         Pro-forma:         1,240,831         (2,128,210)           (26,859)         2,000,075
    Net income (loss)
     per share-basic     As reported:            0.49              (0.33)             (0.01)              0.98
                         Pro-forma:              0.55              (0.96)             (0.01)              0.94
    Net income (loss)
     per share-diluted   As reported:            0.41              (0.33)             (0.01)              0.94
                         Pro-forma:              0.46              (0.96)             (0.01)              0.91
   </TABLE>

      The fair value of stock options/warrants used to compute and disclose
      pro-forma net income (loss) and pro-forma net income (loss) per share
      is the estimated present value at grant date using the Black Scholes
      option pricing model with the following weighted average assumptions:

                                                One-Month
                           Year Ended             Ended         Year Ended
                           January 31          January 31,     December 31,
                         1998      1997           1996             1995

    Dividend yield          0%         0%              0%               0%
    Expected volatility    55%        53%             46%              46%
    Risk-free interest
      rate:
           6 year            -          -           5.35%            5.35%
           5 year            -      6.65%               -                -
           4 year        5.41%          -               -                -
           3 year            -          -           5.07%            5.07%
           2 year            -      6.29%               -                -
           1 year        5.35%          -               -                -


      Stock option/warrant activity is summarized as follows:

                                          Weighted                 Weighted
                             Year Ended    Average    Year Ended   Average
                            January 31,   Exercise     January     Exercise
                                1998        Price      31, 1997     Price

    Options/warrants
     outstanding,
     beginning of period      974,111       $2.47      314,000      $3.46
    Options/warrants
     granted                   50,000        3.50      685,111       2.02
    Options/warrants
     exercised                      -           -      (25,000)      2.50
    Options/warrants
     expired                  (18,000)       2.50            -          -
                            ---------     -------   ----------    -------
    Options/warrants
     outstanding, end of
     period                 1,006,111        2.52      974,111       2.47
                            =========     =======   ==========    =======
    Options/warrants
     exercisable,
     end of period            968,611        2.48      739,833       2.21
                            =========     =======   ==========    =======

    Price range per share   $1.60-$4.50              $1.60-$4.50
                             ==========              ===========


                               One-Month
                                 Period    Weighted                 Weighted
                                 Ended      Average   Year Ended    Average
                              January 31,  Exercise  December 31,   Exercise
                                  1996       Price       1995        Price

    Options/warrants
     outstanding, beginning
     of period                  314,000     $3.46        150,000    $2.68
    Options/warrants granted          -         -        200,000     4.00
    Options/warrants
     exercised                        -         -        (36,000)    3.25
                              ---------    ------      ---------  -------
    Options/warrants
     outstanding, end of
     period                     314,000      3.46        314,000     3.46
                              ---------    ------      ---------  -------
    Options/warrants
     exercisable, end of
     period                     180,666      3.05        180,666     3.05
                              ---------    ------      ---------  -------
    Price range per share     $2.50-$4.00            $2.50-$4.00
                              ===========            ===========


        The weighted average remaining contractual life of stock options and
        warrants outstanding at January 31, 1998 is 7.5 years.
        
        The weighted average fair value of options granted and warrants
        issued during the years ended January 31, 1998, 1997 and December 31,
        1995 was  $1.98, $6.11 and $2.08, respectively.  

   12.  VALUATION ACCOUNTS

        Activity related to valuation accounts for the years ended January
        31, 1998 and 1997 is as follows:

   <TABLE>
   <CAPTION>
                                                                        Additions      Deductions for
                                                                        charged to    bad debts written
                                             Balance,                  (deductions     off, inventory
                                             Beginning    Acquired     from) costs     disposed of or      Balance,
         Valuation Accounts                   of Year     Companies    and expenses    warranty claims   End of Year

    <S>                           <C>          <C>           <C>         <C>                <C>              <C> 
    Allowance for doubtful
      accounts and finance
      charges:                    1/31/98      $292,000      $     -     $ 76,780           $(48,780)        $320,000
                                  1/31/97             -      304,026       10,127            (22,153)         292,000

    Excess and obsolete
      inventory reserve:          1/31/98       772,500            -     (215,500)                 -          557,000
                                  1/31/97             -      770,000        2,500                  -          772,500

    Notes receivable reserve:     1/31/98       275,000            -            -                  -          275,000
                                  1/31/97             -            -      275,000                  -          275,000

    Warranty reserve:             1/31/98       151,000            -      164,000            (75,000)         240,000
                                  1/31/97             -      174,466       42,360            (65,826)         151,000
   </TABLE>


   13.  COMMITMENTS

        The Company has employment agreements with two of its executives. 
        Minimum salaries to be paid to these individuals for the years ended
        January 31, 1999 and 2000 are $270,000 and $112,500, respectively.

        The Company has various warehouse and auto leases expiring at various
        dates through January 2001.  Future minimum lease payments required
        under these noncancelable operating lease agreements are
        approximately as follows:



                       Year Ending
                       January 31,
                          1999                     $ 149,000
                          2000                       101,000
                          2001                        81,000
                                                    --------
                                                    $331,000
                                                    ========

      Total rent expense for the years ended January 31, 1998 and 1997, the
      one-month transition period ended January 31, 1996 and the year ended
      December 31, 1995 was approximately $145,000, $137,000, $6,000, and
      $49,000, respectively.


   14.  RELATED PARTY TRANSACTIONS

      At January 31, 1998 Edison held in its investment portfolio 6,400
      shares of Panavision Inc., which were purchased in 1996 at a cost of
      $139,750 and have a market value at January 31, 1998 of $166,800. The
      Chairman of the Board and Chief Executive Officer of Panavision Inc.
      is a member of the Board of Directors of the Company.

   15.  FOREIGN OPERATIONS

      Foreign operations information for the year ended January 31, 1998
      follows:

                              United        United
                              States       Kingdom     Malaysia     Total
   Net sales to
     unaffiliated
     customers              $21,852,948  $1,827,477   $194,789    $23,875,214
   Operating income (loss)    4,328,227     (51,859)   (86,226)     4,190,142
   Identifiable assets       30,050,025   1,852,144    453,788     32,355,957
   Depreciation and
     amortization             2,196,795      49,737      6,978      2,253,510
   Capital expenditures         412,097      54,919     87,907        554,923


      Foreign operations information for the year ended January 31, 1997
      follows:

                                      United        United
                                      States        Kingdom        Total

    Net sales to unaffiliated
      customers                     $12,158,482     $1,445,858   $13,604,340
    Operating income                    498,279         33,423       531,702
    Identifiable assets              31,936,230      2,123,875    34,060,105
    Depreciation and amortization     1,548,701         14,973     1,563,674
    Capital expenditures                355,401         60,939       416,340


   16.  CONTINGENCIES AND LITIGATION

      The Company is involved in various legal proceedings which have arisen
      in the normal course of business.  Reserves are recorded when the
      occurrence of loss is probable and can be reasonably estimated.  In
      the opinion of management, the resolution of these contingencies will
      not have a materially adverse effect on the Company's financial
      condition or results of operations.