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                                 EXHIBIT 99.1

               STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        The Company's Annual Report on Form 10-K, news releases and other
public documents, as well as oral statements that may be made by or on
behalf of the Company, contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.  Forward-
looking statements are those that are not statements of historical fact,
including statements regarding future revenues, expenses and profits.  These
forward-looking statements are subject to known and unknown risks,
uncertainties or other factors which may cause the actual results of the
Company to be materially different from the historical results or from any
results expressed or implied by the forward- looking statements.  Such risks
and factors include, but are not limited to, those discussed below and under
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" in the Company's Annual Report on Form 10-K.  All cautionary
statements made in this report should be read as being applicable to all
related forward-looking statements wherever they appear.  

Economy; Industry Concentration 

	The Company provides services to customers operating across a wide 
range of manufacturing industries, and its financial results have 
historically followed general economic conditions in the United States.  The 
Company has benefited from the strong U.S. economy in recent years.  However, 
a prolonged retrenchment in the general U.S. economy could have a material 
adverse effect on the Company's operating results and, ultimately, financial 
condition.  In addition, due to the high fixed cost structure of the heat 
treating business, a reduction in the Company's sales volume can have a 
disproportionately adverse effect on its profitability.  

	The Company estimates that customers serving the commercial aerospace 
and automotive/light truck industries currently account for approximately 30-
35% and 10-15%, respectively, of the Company's net sales.  A significant 
decline in either commercial aircraft or automobile production could have a 
material adverse effect on the Company's business and financial condition, if 
the Company were unable to replace such business with orders from other 
industries.  The Company's concentration in certain industries may change 
depending on the Company's acquisitions and the condition of the industries 
served by the Company.  

Risks Associated with Acquisition Strategy 

        The Company's growth strategy includes acquisitions of heat treating 
businesses that complement its current operations.  Although the Company 
believes that there are many suitable acquisition candidates, it may not be 
able to capitalize on certain opportunities due to potential sellers' 
valuations and competition from other prospective buyers.  The Company's 
acquisition activities may involve certain other risks, including potential 
disruption to the Company's ongoing business, integration difficulties, 
difficulty implementing uniform standards, controls, procedures and policies, 
potential impairment of relationships with employees and customers, and 
potential liabilities of an acquired company.  Future acquisitions may be 
financed by internally generated funds, bank borrowings, or public offerings 
or private placements of equity or debt securities, to the extent such 
financing opportunities are available to the Company.  Any acquisitions 
funded by equity of the Company may be dilutive.  

Approved Vendor Status 

        Many of the Company's customers are contractors or subcontractors to 
major manufacturers that impose stringent quality standards and that require 
their contractors and subcontractors to use only

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approved vendors.  The Company is an approved vendor for these major
manufacturers and, as an approved vendor, it is subject to periodic audit and
renewal of certifications.  Should the Company lose its status as an approved
vendor for one or more major manufacturers, the Company may suffer a loss in
revenues and may incur additional costs in connection with seeking
recertification.

Environmental Regulations 

	The Company is subject to federal, state and local environmental laws 
and regulations concerning emissions into the air, discharges into waterways 
and the generation, handling and disposal of waste materials.  The Company's 
past expenditures relating to environmental compliance have not had a 
material adverse effect on the Company.  However, there can be no assurance 
that changes in these laws and regulations or in their enforcement, or the 
discovery of new environmental issues requiring corrective measures in the 
future, will not adversely affect the Company's capital expenditures, 
earnings and competitive position.  

Product and Other Liabilities 

        The Company's business may expose it to potential product liability 
claims in the event that a failure of a product containing parts treated by 
the Company results in personal injury or death.  In addition, if any product 
with parts treated by the Company proves to be defective, the Company may be 
required to participate in a recall involving such product.  Although the 
Company maintains various types of insurance coverage, there can be no 
assurance that such coverage will be adequate for liabilities that may be 
incurred or that it will continue to be available on terms acceptable to the 
Company.  

	The Company believes that it is in material compliance with applicable 
laws and regulations relating to occupational hazards and safety.  However, 
the Company's operations entail risk of injury to production workers.  There 
can be no assurance that the Company will not incur material costs and 
liabilities in connection with personal injuries suffered by its associates.  

Risks Associated with Government Programs 

        The Company estimates that approximately 5% to 10% of the Company's net 
sales are generated from government contractors and subcontractors whose 
products are used by the defense industry.  As a service provider to 
contractors and subcontractors of the U.S.  government, the Company is 
directly and indirectly subject to various federal rules, regulations and 
orders applicable to government contracts.  Although the Company believes 
that it is in material compliance with all such laws, any future violation 
could result in civil liability, cancellation or suspension of existing 
contracts or ineligibility for future contracts funded in whole or in part 
with federal funds.  Future changes in these rules, regulations and orders 
may make compliance substantially more costly.  In addition, a significant 
reduction in defense budgets in the future may adversely affect the Company's 
volume and margins.  

Competition 

	Competition in the heat treating industry is intense.  Companies 
generally compete on a local level for customers in a defined geographic area 
on the basis of timely delivery, quality and price.  In certain markets, the 
Company competes against companies that may have larger facilities and 
greater resources in those markets.  

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Dependence upon Key Personnel 

        The Company's continued success will depend to a large extent upon the 
abilities and continued efforts of its senior management and upon the 
Company's ability to attract and retain highly qualified personnel, including 
personnel associated with businesses acquired by the Company.  The loss of 
key members of the Company's management team could adversely affect the 
Company's results of operations and future growth prospects.  

Volatility of Stock Price; Limited Public Float 

	The market price of the common stock is affected by a number of 
factors, including limited trading volume, variations in the Company's 
operating results, evolving business prospects and competitors, as well as 
general conditions in the economy and the financial markets.  Also, the 
equity markets generally have experienced significant price and volume 
fluctuations in recent years.  This volatility can impact significantly the 
stock price of many companies for reasons unrelated to their performance.  

	Although a public market exists for the common stock, trading activity 
has been limited.  Due to the relatively small number of shares currently 
outstanding, the trading of a relatively small number of shares could subject 
the stock price to volatility and significantly affect the market price of 
the common stock.  

Limitations on Change in Control 

        Certain provisions in the Company's Certificate of Incorporation and 
By-laws may have the effect of delaying, deferring or preventing a change in 
control of the Company, even if such a change would be beneficial to many 
stockholders.  These provisions include a staggered board and super-majority 
stockholder vote or approval by a super-majority of the Board of Directors 
for a change in the number of directors.  In addition, the board of directors 
has the authority, without further action by the stockholders, to issue up to 
one million shares of preferred stock in one or more series and to fix the 
rights, preferences, privileges and restrictions thereof, and to issue 
authorized but unissued shares of common stock up to a maximum of 25 million 
shares.  The Company's stockholder rights plan may also have the effect of
discouraging a change in control of the Company, as could the elimination of
stockholder action by written consent without a meeting, as the Company's
charter provides.  A two-thirds vote of the holders of the Company's voting
securities is required for certain mergers and other major corporate
transactions with holders of 10% or more of the Company's voting securities
without approval of the Company's Board of Directors prior to such 10%
ownership.  Further, the Company has not opted out of the provision under
Delaware law that imposes certain restrictions on any business combination 
between the Company and an "interested stockholder" as defined in the 
Delaware statute. 


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