EXHIBIT 99.02

WOODHEAD INDUSTRIES

Moderator: Philippe Lemaitre
November 18, 2005
10:00 a.m. CT



Operator: Good morning and welcome to the Woodhead Industries 2005 fiscal fourth
quarter and year-end conference call. Before we begin, let me remind the
audience that comments made during the conference call being held today November
18, 2005, contain statements that are forward-looking. These statements are
based on current expectations that are subject to risks and uncertainties. In
particular, such risks include future actions, respective products, future
performance, or results of current or anticipated products, sales efforts,
expenses, changes in foreign exchange rates, the outcome of contingencies such
as legal proceedings, general economic and business conditions, competition and
other issues discussed in the company's Form 10-K and other SEC filings. I would
also like to remind today's audience that the call is being recorded.

         Let me now introduce our host for today's call, Mr. Philippe Lemaitre,
Chairman and Chief Executive Officer of Woodhead Industries. Please go ahead,
Mr. Lemaitre.

Philippe Lemaitre: Thank you, Jessica, and good morning everyone. We appreciate
you joining us today to review our performance and financial results for our
2005 fourth quarter and fiscal year.

         With me today is Bob Fisher, Vice President of Finance and Chief
Financial Officer, and Joe Nogal, our Vice President and Treasurer/Controller.

         I will begin today's call with a summary of our fiscal 2005
performance. Bob will then take you through the financials in greater detail and
review our results by business segment. Finally, I will return to provide a
brief outlook on our 2006 operating strategy and the opportunities that lie
ahead of us for our Company. I will also provide guidance for 2006 revenue and
earnings. We will conclude as usual with any questions you have.

         Prior to discussing our fourth quarter and fiscal year results, it is
important to note that as a result of being on a statistical fiscal calendar,
our 2004 fourth quarter and full year included one extra week of operations
relative to the 2005 fourth quarter and full year. So when making year-over-year
comparisons, this situation negatively affects all reported revenue comparisons
by 7.7 points for the quarter and 2 points for the year.

         We continue to be pleased with the momentum in our North American
Connectivity business which produced robust growth during the fourth quarter
climbing 15.5 percent year over year. These results provide evidence that the
growth initiatives implemented during 2004 are bearing fruit and enabling us to
expand and capitalize on strong demand for our products. Unfortunately, the
strong Connectivity performance from this region was partially offset by lower
revenue from

<PAGE>

our European markets which declined 16.9 percent. This weakness was most
pronounced in Italy and in the U.K. which continued to be affected by
challenging economic conditions. Although we cannot control the macro-economic
environment and its impact on end-market demand, we have been proactively
working on several initiatives to drive future growth in this region. These
initiatives, which are very similar to the ones implemented in North America in
2004, involve efforts to improve the efficiency and effectiveness of our sales,
marketing and engineering operations. Given our recent successes in North
America, we are now confident that these efforts will yield measurable benefits
in Europe in fiscal year 2006 and beyond.

         Fourth quarter sales were $53 million, equal to the same period last
year. Net income was $2.7 million, or 22 cents per share, down from $3.4 million
and 28 cents per share for the same period in 2004. It is important to note that
non-operating items materially affected year-over-year comparisons for both the
quarter and fiscal year. Bob will discuss these items, which benefited the 2004
periods more than they did during 2005, a little later in this call.

         For the full year, we recorded total sales of $215 million, up 6.6
percent from fiscal 2004. Net income was $8.4 million, which equates to 68 cents
on a per share basis, up from $8 million, or 66 cents per share, in 2004.

         I will now turn the call over to Bob who will give you our financial
performance in greater detail. Bob.

Robert Fisher: Thank you, Philippe.

         Reported consolidated fourth quarter revenue was $53 million, about
equal to last year's sales of $53.1 million. Revenue growth from North American
operations was strong, particularly in our Connectivity segment. Income from
operations for the quarter was $3.4 million and net income was $2.7 million, or
5 percent of sales. This compares to income from operations of $2.9 million and
net income of $3.4 million last year. Earnings per share were 22 cents in the
current year compared to 28 cents in 2004.

         While the reported EPS number is down year over year, it is important
to understand the drivers. First, the additional week last year was worth about
2 cents per share. Other non-operating items, primarily foreign exchange gains
and tax rates, also affected year-over-year performance comparisons. These other
items added 6 cents per share of earnings in the 2005 fourth quarter compared to
adding 16 cents per share in the same period last year. To help you understand
these impacts for the quarter and the full year, we will attach a detailed
reconciliation to our 8-K filing of the conference script.

         I will now provide some additional insight on our segment results for
the fourth quarter. Connectivity segment sales were $39.7 million, flat with the
fourth quarter in 2004. North America revenue was very strong registering a 15.5
percent year-over-year increase while Europe and Asia turned in
weaker-than-expected results declining 16.9 percent and 1.6 percent
respectively. Income from operations was $3.6 million, or 77 percent higher than
last year due to lower operating expenses and higher product margins.

         Electrical segment revenue was $13.4 million, about equal to last year.
Income from operations for the segment was $1.2 million, down from $1.5 million
last year. The decline in operating income in this segment was primarily related
to higher LIFO costs and higher freight costs.
<PAGE>

         The company's gross margin for the fourth quarter was 38 percent
compared to 37.7 percent for the fourth quarter of 2004. This is the combination
of Connectivity improving and Electrical deteriorating as already mentioned.
Operating expenses totaled $16.8 million for the quarter, down 2.4 percent
year-over-year and down 1.8 percent sequentially from Q3. The decrease in
operating expenses compared to last year was primarily due to one less operating
week in 2005, less incentive pay, and the non-recurrence of some of the growth
initiative costs. These savings were primarily offset by $1.1 million spent on
SOX compliance during the quarter.

         Backlog during the quarter increased by $200,000 and finished the year
at $16.3 million, up 5 percent from a year ago. Our backlog has continued to
grow during our current quarter and now stands at $19.5 million.

         Now I'll summarize the full year results. Fiscal 2005 consolidated
revenue was $215 million, up 6.6 percent compared to 2004. Income from
operations totaled $11.6 million, up from $9.9 million in 2004. Net income for
the year was $8.4 million equal to 3.9 percent of sales. On an earnings per
share basis, we made 68 cents in 2005, up 3 percent from 66 cents in fiscal year
2004.

         Similar to the fourth quarter, several non-operating items affected our
financial results and are important to keep in mind when looking at
year-over-year comparisons. First, as in the fourth quarter, the difference in
the number of weeks was worth about 2 cents per share year over year. Other
non-operating items, primarily product line divestitures, foreign exchange gains
and tax rates, added 16 cents per share in 2005 compared to adding 26 cents per
share in 2004, a 10-cent-per-share change. This information should provide
better clarity to our positive operating improvement year over year.

         Connectivity segment revenue was $162.3 million, up 10.4 percent from
last year, and income from operations was $9.7 million, more than double the
$4.6 million realized during 2004. Strong revenue growth of 17.2 percent in
North America and 16.5 percent in Asia was partially offset by
weaker-than-anticipated results in Europe which registered 2 percent growth year
over year. Income from operations benefited from the higher revenue, increased
plant utilization, and improved product margins.

         Electrical segment revenue was $52.7 million compared to $54.7 million
a year ago, and income from operations was $4.8 million compared to $6.6 million
last year. Sales in this segment were lower than last year primarily because of
several large non-recurring orders that fell in the second and third quarters of
2004. These sales were $3.1 million in 2004. Margins were affected by product
mix and operational issues that first surfaced during the first quarter of 2005
and increased LIFO and freights costs in Q4.

         The Company's 2005 fiscal year gross margins declined seven tenths of a
point to 37 percent as margin improvements in our Connectivity business were
more than offset by issues in the Electrical segment. Operating expenses for
2005 fiscal year totaled $68 million, up $1.9 million from $66.2 million in
2004. The major increases in 2005 operating expenses were $2.4 million of
incremental expense

<PAGE>

associated with SOX compliance, $1.5 million from foreign exchange rate changes,
and the non-recurrence of the medical retiree pickup of $700,000. Partially
offsetting these increases were lower incentive pay, the elimination of $1.1
million of restructuring charges, and the extra week that was worth
approximately $1 million. As a percent of sales, operating expenses decreased to
31.6 percent from 32.8 percent in 2004.

         For the full year, our international business accounted for 45 percent
of our revenue, equal to the rate in 2004. Cash flow from operations this year
was $15.8 million, up from $12.4 million last year. At year end cash on hand was
$13.9 compared to $16.7 million at the end of 2004 fiscal year as we continued
to pay down our long-term debt. We paid off $5.7 million of this debt in
September. Inventory turns were down slightly compared to last year and day
sales outstanding remained constant.

         Capital expenditures for the year were $1.9 million ...

Philippe Lemaitre: That's 9.1.

         Robert Fisher: I'm sorry, $9.1 million, up from $7.4 million last year.
The increase in this capex year over year is primarily attributable to our
investment in a new worldwide ERP system which will start to go live in mid-year
2006. Despite this increase, capex remained lower than depreciation and
amortization, which was $11.8 million.

         Finally, as we review our standard financial metrics, our book value at
year end was $9.80 per share, up from $9.67 per share last year, and return on
average shareholder investment was 7.3 percent for the year, up from 7.1 percent
last year.

         Next I would like to provide you with a brief update of our
Sarbanes-Oxley section 404 compliance. In conducting the evaluation of our
internal controls for financial reporting as of year end 2005, we have
determined that a Material Weakness existed in the area of inventory accounting.
Certain inventory reconciliations were not operating effectively during fiscal
2005. We have made the appropriate changes to our internal controls and all
accounts were reconciled at year end. As a result, a $230,000 unfavorable
adjustment was booked at year end.

         Before turning the call back over to Philippe, I would like to briefly
mention a situation that will positively impact our 2006 first quarter and full
year results. Last Friday we settled litigation with another party and the
effect of the settlement is worth approximately 7 cents per share of income.

         I'll now turn the call back to Philippe.

Philippe Lemaitre: Thank you, Bob.

         2006 has all the prospects of being a good year. Our innovation engine
continues to turn out many new products, and we continue to expand our product
portfolio.

         Although our North American operations continue to produce robust
growth, we still expect to see continued near-term weakness in Europe. As a
result, we are currently forecasting revenue growth of 8 to 12 percent overall
for 2006 fiscal year.

<PAGE>

However, we expect improved margin performance to drive earnings growth at the
meaningful higher rate. We expect first half revenue to be in the range of $113
to $115 million and earnings per share between 42 and 45 cents. For the second
half of our 2006 fiscal year, we expect revenue of $118 to $120 million and
earnings per share between 47 and 50 cents. Both our first half and full year
guidance include the effect of the legal settlement mentioned by Bob. And in
addition the full year estimate includes 4 cents per share of incremental costs
related to stock award expensing.

         The markets for our products and our ability to innovate continue to
expand, and we are also finding better ways to produce and market them. Our
geographic and product diversity serves to insulate us from the more volatile
cycle of relying on one region or another, and we are able to use our global
operating expertise to leverage best practices between our units.

         Our success in Connectivity growth and profitability this year in North
America is a model for our worldwide growth over the next 2 years. We are
clearly seeing the fruits of our efforts over the last 2 years.

         I would like to thank our employees around the world for their
contributions to the Company, and I encourage them to continue to implement our
model world-wide in order to achieve our potential in the coming years.

         Operator, I think we are ready now to take questions.

Operator: Thank you. The question and answer session will be conducted
electronically. If you would like to ask a question, please do so by pressing
the star key followed by the digit one on your touch-tone telephone. If you are
using a speakerphone, please make sure your mute function is turned off to allow
your signal to reach our equipment. We will proceed in the order that you signal
us, and we'll take as many question as time permits. Once again, please press
star one on your touch-tone telephone to ask a question.

         And we'll take our first question from John Franzreb, with Sidoti &
Company.

John Franzreb: Good morning, gentlemen.

Philippe Lemaitre: Good morning, John.

John Franzreb: First question is could you review the Connectivity segment sales
by region?

Robert Fisher: In terms of the full year?

John Franzreb: I was actually looking for the quarter, but whatever you have
handy would be fine.

Robert Fisher: OK. I'll give you the quarter and the full year.

John Franzreb: OK.
<PAGE>

Robert Fisher: Connectivity in the quarter, North America was about $22 million,
Europe about $15, and Asia about $3.

John Franzreb: OK.

Robert Fisher: For the full year, North America $85 million, Europe $67, and
Asia $10.

John Franzreb: OK. What was the growth rate in Asia year over year?

Robert Fisher: In Asia for the full year is 16.5 percent.

John Franzreb: OK. Thank you. Now, the tax rate, could you provide a little
color of what's going on there and what we should be using as a model for next
year?

Joseph Nogal: Going forward, the rate should be between 35 and 37 percent. We
finished an IRS audit in our third quarter which allowed us to release a tax
contingency accrual which helped us in the third quarter. And we've also,
throughout the year, have been benefiting from a favorable tax rate on our
exchange gains up in Canada. That will also go away next year as we have locked
in forward contracts for our last 3 payments on the Canadian loan.

John Franzreb: Did that result in a one-time gain for the quarter?

Joseph Nogal: There is no gain with regards to the forward contract. What it
does is it protects us as far as the exchange rate goes forward for the next
three years. So the forwards should significantly offset any gains or losses in
exchange rates with regards to the forward and the loan.

John Franzreb: OK. Regarding the SOX expense for the year. I think you said the
full year's tally was $2.6 million.

Robert Fisher: $2.4.

John Franzreb: $2.4 million. OK. What's the estimate now going forward?

Robert Fisher: Our estimate for the fiscal 2006 is between a million and a
million and a half.

John Franzreb: OK. What's the capex budget going to look like next year with the
ERP still being rolled out?

Robert Fisher: $8.5 million.

John Franzreb: OK. Could you provide some more color on the legal settlement?

Philippe Lemaitre: Well, we're limited here because of the characteristic of the
legal settlement. But I can give you some color. This is a six and a half year
battle. We had some claims vis-a-vis someone that was using some of our
software, and we prevailed - or we didn't prevail because there was a not a
trial, but we prevailed in a negotiation and we got - we got compensation for
it.
<PAGE>

John Franzreb: OK. One last question and I'll get back into queue. Over the past
year you've been - or during calendar 2005 you've been implementing some price
increases. Can you tell me how well they've stuck and if you've any plans to
implement any more?

Philippe Lemaitre: Yes, they took - we didn't have any problem implementing the
price increases. And, you know, we still are contemplating some in the coming
year.

John Franzreb: OK, thank you very much, Philippe.

Philippe Lemaitre: Thank you.

Operator: We'll take our next question from Kevin Sarsany with Foresight
Research Solutions.

Kevin Sarsany: Hi, guys.

Philippe Lemaitre: Good morning, Kevin.

Kevin Sarsany: How are you guys?

Philippe Lemaitre: Fine.

Kevin Sarsany: Good, good. I have a couple questions. The Electrical
profitability, can you give a little more detail on the LIFO and the freight
charges and if you're getting any price increases in that business?

Robert Fisher: The LIFO adjustment is very contingent upon what the mix of
inventory is that we have at the end of any quarter. And so we're not
forecasting that it's going to be significant one way or the other in 2006. The
freight expenses still relate to the migration of the Aero-Motive product down
to Juarez, and we're in the process of finding new suppliers for our raw
materials and components in the Southwest so we're not shipping them from
Michigan or the Midwest.

Kevin Sarsany: Now, are you getting price increases there? I mean ...

Robert Fisher: We are getting price increases.

Kevin Sarsany: You are, OK. Because, I mean, sequentially your revenue was
basically flat but your profitability declined kind of - kind of like 200 basis
points or so.

Robert Fisher: Yes.

Kevin Sarsany: OK. All right. On the SOX, you got - last quarter you talked
about the ...

Philippe Lemaitre: Kevin.

Kevin Sarsany: Yes.

Philippe Lemaitre: Kevin, before that the first quarter in Electrical was really
bad, as you recall.


<PAGE>

Kevin Sarsany: Yes.

Philippe Lemaitre: We had - we had a bunch of negative events and that obviously
affected the full year, even though we corrected, you know, most of the issues.

Kevin Sarsany: Yes, what were those issues that continued to linger?

Philippe Lemaitre: Well, the freight is the only one that continued to linger.

Kevin Sarsany: So you're still moving ...

Philippe Lemaitre: And (here) we are completely - we have completely replaced
our raw material suppliers in the Southwest. We still have that freight issues.

Kevin Sarsany: OK. And you think that's going to be resolved in the next quarter
or two?

Robert Fisher: It'll get resolved. The freight costs will come down during 2006.

Kevin Sarsany: OK. And on the SOX expense. Last quarter you talked about it
being about $800,000 and it came in at $1.1 million. Was that the $230,000
adjustment you were talking about?

Robert Fisher: No. The $230,000 was a balance sheet adjustment in inventory. The
SOX costs are separate. The absolute cost with our external auditors and
consultants that we had help us do the documentation and testing was what cost
us in total for the year $2.4 million ...

Kevin Sarsany: OK.

Robert Fisher: ... of incremental expense.

Kevin Sarsany: But last quarter you talked about SOX about $800,000 in the
fourth quarter and it came in at $1.1 million. What's the ...

Robert Fisher: Correct.

Kevin Sarsany: ... difference? I mean, you had 2 months ...

Joseph Nogal: It came from our external auditors.

Kevin Sarsany: What?

Philippe Lemaitre: Increased by our external auditors.

Kevin Sarsany: OK. My father loves that. He's an accountant. Now, to your
guidance. Talking about the 42 to 45, that includes 7 cents, so that's somewhere
in the high 30s, right? Excluding that 7 cent settlement.

Philippe Lemaitre: Correct.
<PAGE>

Kevin Sarsany: OK. And in the second half, you know, if you do
back-of-the-envelope math you're talking about revenue at about $230 million or
so and EPS at about, you know, 85 to 90, back-of-the-envelope says operating
margin is somewhere below your third quarter of 8.6, and you're talking about
increasing margins. Can you kind of help me get to where you're talking about
increasing margin and what level? If my math is correct.

Joseph Nogal: What you won't have repeating are the tax benefits, you will not
have the benefits also from the foreign exchange as well. Taking it below
operating profit. Those items...

Kevin Sarsany: OK. But above - but getting to the EBIT margin. I mean, third
quarter was 8.6 and this quarter was 6.4. You got some stuff in there. But
looking to 2006, where do you think that's going to come in?

Robert Fisher: Yes, a little bit higher than 8, to 8 1/2.

Kevin Sarsany: OK. OK, thank you.

Philippe Lemaitre: Thank you, Kevin.

Operator: We'll now hear from Bob McDorman, with Investment Counselors of
Maryland.

Bob McDorman: On the Electrical side of the business, one time, years ago, I
guess this was a lot more profitable. Is there any way that it can recover or
has it become more of a commodity business now and - it just seems that it
should be doing better than it is.

Philippe Lemaitre: Yes, I think overall this business should be a 40 percent
gross margin business. We have been hit this year mostly by the - by the first
quarter issues that we had. We have come back somewhat during the year. As we
explained, we still have some freight costs that we need to solve, and we expect
to solve them during 2006. But there is no reason that we see at least that this
business should not give us solid 40, 40-plus-percent gross margin in the coming
years. We have not lost market share. The military program come and go and have
all over our last 10 years. So there is no major element in this business other
than we screwed up in Q1 of this year and we are recovering from it.

Bob McDorman: Second question. You mentioned the backlog has picked up and you
had a pretty strong year in Connectivity, at least North America. Is there -
obviously your plan of increasing your product offerings, etc., is working and
capital spending's pretty strong - are there any trends within any particular
industries that you see that are positive or negative looking forward? Do you
see acceleration in this business?

Philippe Lemaitre: Yes, I don't know if there are trends in the industry, but
some of the things where we have been very successful, we have penetrated in the
last year or so the robotics industry very well, and we also signed - as you'll
recall, we mentioned we signed a year ago two major automotive contracts. We are
bidding on a fairly large one right now, a world-wide contract that could be
multi-million dollars per year for us. We should have an answer very soon,
hopefully positive. I think we are counting on that. So, you know, if you look
at the material handling, the

<PAGE>

robotics, and the automotive, we have made some good progress with a certain
number of customers. And last year - and it has benefited us this year and
certainly next year - we made some good - we got some long-term contracts with
some food and beverage center manufacturers that also have contributed to some
of the growth that we have seen in this year.

Bob McDorman: Just two more quick questions. On the ERP system and
implementation, you spent a lot - everybody spends a lot of money on that. Do
you ...

Philippe Lemaitre: Yes.

Bob McDorman: ... envision savings from that or do you envision just being able
to leverage SG&A more sales ...

Philippe Lemaitre: It's definitely - well, first we had a very old system, or
set of systems. And you have risks when you have old sets of systems. So that -
if anything, this was the number one reason for us to start centralizing and
having a more modern ERP system. One of the things that it will do, it will give
us a lot more access to our data and to our transaction cost and certainly
provide SG&A savings from a transaction cost point of view. Overall, it will
make business simpler internally as well as with our customers, you know, EDI
and things like that. How much that is worth, we - I don't think we have done a
detailed accounting of that. But there will be savings based on that.

Bob McDorman: One last question. $230 million or so in revenues, assuming your
forecasts are correct, and hopefully growth beyond that. It gets to about $20 a
share in revenues. And a 5 percent net after-tax margin seems kind of low of, at
least to me, for this kind of business.

Philippe Lemaitre: Yes.

Bob McDorman: Are you - do you think that it's - I mean, does it really assume
heroic assumptions to think that at some point you could get 7 percent after-tax
margins on this business?

Philippe Lemaitre: No, I'll tell you two things. I have said for the last year
or two that I believe that we can grow to probably $300 to 400 million without
increasing, other than economics or one hire here or there, without increasing
our SG&A cost. And I still believe that. I think that our growth in sales is
almost independent of our SG&A cost as you state. So that's one big effect on
earnings. A second thing that happens is that we are, every year, absorbing
about $3.5 million of software amortization that came from our - when we bought
SST in Canada. That software amortization absorption of $3.5 million a year goes
away in 2007. So a portion of that will come back to our bottom line in 2007,
and starting 2008, all of that comes back to the bottom line. So all of a sudden
you'll see a very clear change in the earnings.

Bob McDorman: Thank you.

Philippe Lemaitre: Thank you, Bob.

Operator: We'll take our next question from Dennis Scannell with Rutabega
Capital.
<PAGE>

Dennis Scannell: Yes, hi, Philippe and Bob.

Philippe Lemaitre: Hi, Dennis.

Dennis Scannell: Just a couple quick things. When - let's see, the inventory
charge - So that $230,000, was that a write down to inventories then in the
fourth quarter?

Robert Fisher: Yes, it was.

Dennis Scannell: So it did go through the P&L.

Robert Fisher: Correct.

Dennis Scannell: Yes, that's what I would have thought. Do you have a sense of
what the - or can you give us a sense of what the, you know, truing up the LIFO
reserve, how much that impacted the Electrical group's EBIT in the fourth
quarter?

Robert Fisher: No, I don't really have it broken - no, I don't have it broken
down between Electrical and Connectivity.

Dennis Scannell: OK. But it - was the LIFO charge worse in electrical or ...

Joseph Nogal: The majority of it should have been through Electrical as opposed
to Connectivity because Connectivity has - LIFO is something that's used in the
United States, it's not used in any of our international operations.

Dennis Scannell: OK. OK. I would think also that would be where Electrical would
be - where there would be just more material, too. Is that ...

Joseph Nogal: That is correct.

Dennis Scannell: You know, steel and resins and so on. OK. And to Philippe's
point that it's a business that should - drilling down again into Electrical -
that should be delivering about 40 percent gross margins. Can you say where it
is now either for the full year '05 or for the recent quarters?

Robert Fisher: We ran, 40 percent in Q3 and we're down in Q4 because of the
inventory situation. But we expect it to be 39 to 40 percent next year.

Dennis Scannell: OK, OK. And would that - would that translate back to that kind
of 12 percent EBIT margin or is there - are there some SG&A costs, too, that
will be dragging that a bit?

Robert Fisher: No, it'll get it back to that level.

Dennis Scannell: OK, great. On the - in the segment information - on the
corporate where for the year we were at $2.9 million roughly, with the
Sarbanes-Oxley costs coming down by, you know, maybe as much as a million, maybe
a little more, can we expect that to go down about a million? Is that...

Robert Fisher: Yes, you can.
<PAGE>

Dennis Scannell: OK, terrific. This is kind of a naive question. But on the
legal settlement, I'm assuming that there's no ongoing licensing revenues or
anything like that, that was just a lump-sum payment.

Robert Fisher: Yes.

Dennis Scannell: OK. And then, finally, probably the unanswerable question,
Europe I think have been chugging along pretty well through the - up until the
fourth quarter. I was just kind of going through my notes from the - from the
third quarter call, around July where you guys had said I think Europe at that
time was up about 6 percent ex-currencies, but you did say, look, it's - Europe
is really weakening. How bad - I mean, it sounds like you'll probably have a
pretty tough comparison for at least the first half of your fiscal year. Can you
talk a little bit about that and about your outlook for Europe and, let's say,
confidence levels that it's not a - maybe a share loss or anything like that,
that it is just a weak market?

Philippe Lemaitre: Yes, we have done a lot of detailed review. Anytime that one
portion of our business goes down, we do that. And from these detailed reviews,
customer-by-customer and project won versus project lost versus project delayed,
I don't think that we have market share loss. I didn't see it and our people
there didn't see it as well. There was a clear slow-down, there was a clear
postponement of projects. The backlog in certain countries, not all of them, but
in certain countries, started to rebound a little bit toward the end of the
fourth quarter and the beginning of this quarter. At this point in time, we
expect from what we have seen and from the backlog, we expect Europe to be on
their plan. So Europe is not, fundamentally bad, but it's not fundamentally good
either. And what happened there is that from quarter to quarter almost you can
very well see a country that goes in recession like Italy did in this past year
and then comes back up and then another one slides down I would expect that
France with all the issues that are there right now might be a tough market for
a little while. So Europe doesn't have any strong forces that, make them - from
an economic point of view make them go ahead, and we don't see that in 2006
either. So we are being pretty conservative in our planning for Europe next
year, and we believe that with the plan that we have and the action we have
done, which has to do with concentrated sales force. We put that under one
management, and we also concentrated some of our engineering and support. I
believe that we can be a little bit more effective in an overall market that is
going to be so-so.

Dennis Scannell: Yes, OK. So would your - I mean, would it be safe to say, then,
your guidance assumes kind of a down Europe for the fiscal year.

Philippe Lemaitre: Yes.

Dennis Scannell: Yes, OK. OK, great. That's it for me.

Robert Fisher: Dennis, one other thing ...

Dennis Scannell: Yes, please.

Robert Fisher: In terms of the improvement in corporate next year, it'll improve
for the SOX, but there's also the partial offset due to the stock expensing.
<PAGE>

Dennis Scannell: Right, OK, yes, obviously. Yes, so that's the 4 cents. And just
out of - that starts in '06 or were you doing any of that in the latter part of
'05?

Robert Fisher: It starts in our first quarter for fiscal year 2006, and the
incremental cost is about $750,000.

Dennis Scannell: Yes. Well, great. I have to say, in the tough - in the tough
market at least from Europe and going against the negative headwind of a higher
tax in '06, like I say, I'm pleased to see the kind of earnings growth that you
guys are projecting. So kudos and look for more.

Philippe Lemaitre: Thank you, Bob - Dennis. I'm sorry.

Dennis Scannell: Take care.

Operator: As a reminder to our audience today, it is star one if you would like
to ask a question. We'll now hear from Henry Chu with First Capital Alliance.

Henry Chu: Yes, I've got a couple quick questions. First of all, what is your
free cash flow through, you know, this quarter?

Robert Fisher: Hold on. The cash flow from operations was $15.8 million for the
year and our capex was $9 million. So the difference between those.

Henry Chu: OK. And do you have a stock repurchase program in place?

Robert Fisher: No, we don't.

Henry Chu: OK. And have any insiders purchased stock in the last 6 months?

Robert Fisher: No.

Henry Chu: OK.

Philippe Lemaitre: Nor sold.

Henry Chu: Nor sold. OK. All right. Thanks for a good quarter and I'd like to
see some insider purchasing. Thank you.

Philippe Lemaitre: Thank you.

Operator: We'll now take a follow-up question from John Franzreb with Sidoti &
Company.

John Franzreb: I was wondering if you could just discuss your outlook for the
automotive sector and how you think that's going to impact you in fiscal '06.

Philippe Lemaitre: Well, I think it should be positive. I mentioned sometime
during the call that we are counting on a pretty large contract, long-term
contract, which should represent double-digit media per year, not next year but
the year after single-digit next year. So I think that that's going to be very
positive. We haven't put that in our forecast, that upside that could happen to
us. The rest of the current automotive, we have grown there - I don't have a
number to give you, but we have

<PAGE>

grown there this year definitely compared to the previous year. And we should be
- we should be at about a steady state for the coming year. Beyond that, you
know, there are some uncertainties in automotive, and we will see. But for 2006,
we are cautiously optimistic on the existing business, and hopefully, what I
mentioned before will happen and that will give us a boost.

John Franzreb: OK, Philippe. So if I heard you correctly, if you win this
contract it's an incremental positive to your earnings forecast in '06.

Philippe Lemaitre: Yes.

John Franzreb: OK, great. Second question, could you discuss your headway in
wireless connectivity products and how much of your Connectivity sales mix is to
the wireless connectivity market, or is it something you're not - you don't have
a lot of exposure to. Just give me some color there.

Philippe Lemaitre: No, we don't - we don't have a lot of exposure with wireless.
We - at this stage, wireless is more on our drawing board than in our existing
products. You know, with most of our products in the manufacturing environment
going directly to every sensor or every outlet there, you have to be cabled or
else wireless is still an expensive position. Where wireless play in factories
is more to transmit data from one factory to the corporation or things like
that. There is a little bit of wireless in some PLC, but it's a very small
application in factory. Now, it will come at some point in time, but it will be
a few nodes in a factory versus where you still have to bring power and direct
connection to sensors and so on, which makes the majority of the nodes, and
that's where our products play.

John Franzreb: OK. Thank you. That was helpful.

Philippe Lemaitre: Thank you.

Operator: As a final reminder, it is star one to ask a question. We'll pause for
just a moment.

         It appears there are no further questions, Mr. Lemaitre. I'll turn
things back over to you for any additional or closing remarks.

Philippe Lemaitre: No. Thank you very much, everybody. And have a great holiday
period and we'll talk to you early next year. Thank you.

Operator: That does conclude today's conference. Thank you for your
participation and have a wonderful day.

END