<Page>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

/X/  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended December 31, 2000 or

/ /  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934.

                             DAW TECHNOLOGIES, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          UTAH                           0-21818                 87-0464280
----------------------------      ---------------------      -------------------
(State or other jurisdiction      (Commission File No.)        (IRS Employer
   of incorporation)                                         Identification No.)

                               2700 SOUTH 900 WEST
                           SALT LAKE CITY, UTAH 84119
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (801) 977-3100

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

                                 Title of Class
                                 --------------
                          Common Stock, $0.01 Par Value

          Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

          Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /

          The aggregate market value of the Common Stock held by non-affiliates
of the Registrant, based upon the closing sale price of the Common Stock on the
NASDAQ National Market System on April 11, 2001, was approximately $11,260,914.
Shares of Common Stock held by each officer and director and by each person who
may be deemed to be an affiliate have been excluded.

          As of April 11, 2001, the Registrant had 15,047,176 shares of Common
Stock outstanding.

================================================================================

<Page>

          This amendment on Form 10-K/A amends Items 6, 7, 8 and 14 of the
Annual Report for Daw Technologies, Inc. (the "Company") on Form 10-K previously
filed for the year ended December 31, 2000. This Annual Report on Form 10-K/A is
filed in connection with the Company's restatement of its financial statements
for the quarters ended March 31, 2000, June 30, 2000, September 30, 2000, March
31, 2001 and June 30, 2001 as well as for the years ended December 31, 1999 and
December 31, 2000. Financial statement information and related disclosures
included in this amended filing reflect, where appropriate, changes as a result
of the restatements. All other information contained in this Annual Report on
Form 10-K/A is as of the date of the original filing. The restated financial
information as of and for the year ended December 31, 1999 and for the quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000 contained herein
should be read in conjunction with the applicable amended filings for those
periods.

                                TABLE OF CONTENTS

<Table>
<S>                                                                                                    <C>
PART II...............................................................................................   2

Item 6.  SELECTED FINANCIAL DATA......................................................................   2

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........   3

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................................................  10

PART IV...............................................................................................  11

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K..............................  11

SIGNATURES............................................................................................  13

FINANCIAL STATEMENTS.................................................................................. F-1
</Table>

                                        1
<Page>

ITEM 6.   SELECTED FINANCIAL DATA.

          The following table sets forth selected financial data of the Company.
The summary financial data in the table is derived from the financial statements
of the Company. The data should be read in conjunction with the financial
statements, related notes and other financial information included therein (in
thousands, except per share data).

<Table>
<Caption>
                                                                        YEAR ENDED DECEMBER 31,
                                                   -----------------------------------------------------------
                                                      2000        1999         1998        1997        1996
                                                   ---------   ----------   ---------   ---------   ----------
<S>                                                 <C>         <C>          <C>         <C>         <C>
STATEMENT OF OPERATIONS DATA:
Revenues................................            $ 51,424    $  44,011    $ 53,078    $ 52,541    $ 112,826
Cost of goods sold......................              45,389       44,050      51,223      47,272       97,364
                                                   ---------   ----------   ---------   ---------   -----------
Gross profit (loss).....................               6,035          (39)      1,855       5,269       15,462
                                                   ---------   ----------   ---------   ---------   -----------
Selling, general and administrative.....               4,631        7,348       6,513       8,373       10,274
Research and development................                   -          214         293         246          282
Depreciation and amortization...........                 426          704         563         431          400
Restructuring charges...................                   -        1,839           -           -            -
                                                   ---------   ----------   ---------   ---------   -----------
Total operating expenses                               5,057       10,105       7,369       9,050       10,956
                                                   ---------   ----------   ---------   ---------   -----------
Earnings (loss) from operations.........                 978      (10,144)     (5,514)     (3,781)       4,506
Other income (expense), net.............                (249)        (677)       (483)       (344)         352
                                                   ---------   ----------   ---------   ---------   -----------
Earnings (loss) before income taxes.....                 729      (10,821)     (5,997)     (4,125)       4,858
Income taxes (benefit)..................                 315       (1,092)     (2,075)     (1,866)       1,548
                                                   ---------   ----------   ---------   ---------   -----------
NET EARNINGS (LOSS) ....................            $    414    $  (9,729)   $ (3,922)   $ (2,259)   $   3,310
                                                   =========   ==========   =========   =========   ===========
Earnings (loss) per share - basic (1)
     Earnings (loss) before imputed dividend        $   0.03    $   (0.78)   $  (0.32)   $  (0.18)   $    0.27
     Imputed dividend                                  (0.20)           -           -           -            -
     Earnings (loss) per share attributable to
         common shareholders - basic                $  (0.17)   $   (0.78)   $  (0.32)   $  (0.18)   $    0.27

Earnings (loss) per share - diluted                 $   0.03    $   (0.78)   $  (0.32)   $  (0.18)   $    0.27
     Earnings (loss) before imputed dividend           (0.20)           -           -           -            -
     Imputed dividend

     Earnings (loss) per share attributable to      $  (0.17)   $   (0.78)   $  (0.32)   $  (0.18)   $    0.27
         common shareholders - diluted

Weighted-average common and dilutive common
equivalent shares outstanding
    Basic...............................              13,140       12,502      12,440      12,416       12,350
    Diluted.............................              13,140       12,502      12,440      12,416       12,393
</Table>

(1) For 2000, earnings applicable to common stock includes a one-time non-cash
imputed dividend to the preferred shareholders in the amount of $2,666 ($0.21
per common share-basic) which decreased the net earnings available to common
shareholders from $3,370 ($0.26 per share-basic) to $704 ($0.05 per
share-basic). This one-time, noncash charge only decreased the calculated
earnings per share amount and had no impact on financial position, net earnings,
or cash flows of the Company (see Note S of Notes to Consolidated Financial
Statements).

<Table>
<Caption>
                                                                           DECEMBER 31,
                                                   -----------------------------------------------------------
                                                    (1)2000      (1)1999       1998       1997         1996
                                                   ---------   ----------   ---------   ---------   ----------
<S>                                                 <C>         <C>          <C>         <C>         <C>
BALANCE SHEET DATA:
Cash and cash equivalents................           $  2,175    $     296    $  2,140    $  5,802    $   3,258
Working capital..........................              7,285          973      10,674      15,248       17,112
Total assets.............................             27,093       24,875      30,841      32,364       49,495
Preferred stock..........................              4,093            -           -           -            -
Total liabilities........................             13,674       16,572      12,714      11,664       26,557
Total shareholders' equity...............              9,326        8,303      18,127      20,700       22,938
</Table>

(1) Amounts for 2000 and 1999 are presented as restated. See Item 7.
Management's Discussion and Analysis of Financial Conditions and Results of
Operations.

                                        2
<Page>

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

GENERAL

          The following discussion should be read in conjunction with the
financial statements and notes thereto included elsewhere herein. All data in
the tables are in thousands, except for percentages and per-share data.

          The Company's principal line of business is the design, manufacture
and installation of cleanroom components and integrated cleanroom systems,
primarily for the semiconductor industry. The Company also designs, manufactures
and installs cleanroom components and integrated cleanroom systems for other
industries, such as the pharmaceutical, flat panel display, disk drive,
biotechnology and food processing industries. The Company is a global leader in
the cleanroom installation business. In addition, the Company designs and
manufactures environmentally controlled "mini-environments," which range in size
from the size of a desk to the size of a bus. These mini-environments typically
house expensive automation and robotic equipment used in the semiconductor
manufacturing process or in pharmaceutical research and development. Finally,
the Company offers manufacturing and specialized painting services on a contract
basis, primarily to local and regional manufacturers and fabricators.

          Because the bulk of its business comes from semiconductor
manufacturers, the Company's financial performance has historically been closely
tied to the performance of the semiconductor industry. During the past twenty
years, the semiconductor industry has shown strong growth. For example,
worldwide semiconductor revenues increased from approximately $50 billion in
1990 to approximately $195 billion in 2000. Most experts predict that upward
growth to continue. However, the semiconductor industry has also been subject to
severe cycles from year to year. Just as the semiconductor industry is cyclical
in nature, so too has been the business of the Company.

DIVERSIFICATION STRATEGY

          In an effort to ease the impact of the cyclical nature of the
semiconductor industry on the Company's business, the Company has recently
undertaken a multi-prong diversification strategy. This strategy includes
diversification in terms of industry, product and geography. The Company has
begun to pursue business opportunities within its core business of cleanroom
design, manufacture and installation in industries other than semiconductors.
Most of this new business is in the pharmaceutical, disk drive, flat panel
display, biotechnology and food processing industries. The diversification into
non-semiconductor industries has been particularly successful with respect to
the mini-environment portion of the Company's business.

          In terms of product diversification, the Company continues to pursue
manufacturing and non-cleanroom related opportunities, particularly when they
are in some way connected to the Company's core cleanroom business. An example
of this diversification effort is the Company's recent entry into the air door
business. Air doors are used in lieu of conventional swinging and sliding doors
to help maintain comfort in the front of the store, reduce liability and
increase and optimize the traffic flow in and out of the store. The Company's
air entrance system was developed by applying its advanced cleanroom air
movement and filtration technology resulting in a technically superior air door
system.

          The Company has also formulated a geographic diversification strategy
with respect to its cleanroom business. For example, management believes, based
on the forecasts of numerous industry experts, that Asia and the Asian Pacific
Rim represent very strong future growth areas in terms of the construction of
new microelectronics fabs. In years prior to 2000, the Company did a material
amount of business in Asia. However, for a variety of business reasons, at the
end of 1999 the Company ceased operations in Asia and sold its Asian assets to a
former employee.

          The Company has also expanded its manufacturing activities into
non-cleanroom industries. The Company provides high precision contract
manufacturing services on an OEM basis for various customers. This includes a
broad range of services for a diverse mix of customers. The Company's contract
manufacturing services include design and prototyping, fabrication, metal
forming, assembly and specialized painting.

SEMICONDUCTOR INDUSTRY

          Worldwide sales of semiconductors in the year 2000 were approximately
$195 billion, compared to

                                        3
<Page>

approximately $150 billion in 1999, $125 billion in 1998 and $140 billion in
1997. The Company's financial results for the year 2000 reflect the recovery of
the semiconductor industry from its three year downturn. However, it now appears
that the semiconductor industry is entering another downturn in capital spending
that most experts expect to last until at least the third quarter of 2001. It is
unknown how severe or prolonged this latest downturn will be, or whether it will
adversely affect the Company's cleanroom installation business. If such a
downturn is severe or prolonged, it would most likely result in fewer contracts
available for the Company to bid, significant price competition on contracts
being awarded, and reduced profit margins on such contracts.

          Throughout 2000 the Company experienced growth in new contract awards
resulting in an increase in the Company's backlog from $19.7 million at December
31, 1999 to $28.3 million at December 31, 2000. The Company's backlog (excluding
contract manufacturing) at March 31, 2001 was $18.5 million, compared to $21.1
million on March 31, 2000. The decrease in the backlog at the end of the first
quarter of 2001 as compared to the end of the first quarter of 2000 is
attributable to a slowdown in capital spending by semiconductor manufacturers
and by shorter construction cycles dictated by many of the Company's customers.

          Although there is uncertainty regarding the condition and prospects of
a full recovery in the semiconductor industry in the short term, management
continues to believe that changes taking place in the industry should, in the
long term, result in expanded semiconductor industry capital expenditures.
Delays in the ramp-up of 300mm technology have delayed the expected construction
of several 300mm fabs worldwide, although during the fourth quarter of 2000
construction of some of these delayed fabs was initiated. In response to an
industry downturn that lasted through 1999 and into early 2000, management took
aggressive steps to reduce the Company's cost structure, including an
approximate 26% cut in wages in 2000 as compared to 1999, which was on top of an
approximate 50% cut in wages in 1999 as compared to 1998. Management will
continue to closely monitor the Company's cost structure and take appropriate
actions as considered necessary, provided that such actions do not adversely
affect the Company's ability to continue to develop state-of-the-art cleanroom
technology, provide world-class support to the Company's customers, and continue
its growth and diversification strategy.

THE COMPANY'S RESULTS

          The Company's revenue and operating results fluctuate substantially
from quarter to quarter depending on such factors as the timing of customer
orders, the timing of the Company's recognition of revenue and costs, variations
in contract mix, changes in customer buying patterns, fluctuations in the
semiconductor equipment market, utilization of capacity, manufacturing
productivity and efficiency, availability of key components and trends in the
economies of the geographical regions in which the Company operates.

          The Company uses the percentage-of-completion method of accounting for
its long-term cleanroom contracts. The Company recognizes revenue in proportion
to the costs incurred to date in relation to the total anticipated costs.
Revenue recognized may not be the same as progress billings to the customer.
Underbillings are reflected in an asset account (costs and estimated earnings in
excess of billings on contracts in progress), and overbillings are reflected in
a liability account (billings in excess of costs and estimated earnings on
contracts in progress). Non-cleanroom revenue is generally recognized when the
products are shipped to the customer.

          The Company currently generates most of its revenue in two geographic
regions; North America and Europe. Although risk of fluctuations in currency
value does not affect dollar-denominated contracts, changes in the relative
value of the dollar could make the Company less competitive in various markets.
Contracts to be performed in Europe may be denominated in local currency, and
the Company bears the risk of changes in the relative value of the dollar and
the local currencies. Devaluation of world currencies against the U.S. dollar
has created extreme price competitiveness from Korean, Japanese, and German
competitors. The Company has in the past and may in the future attempt to hedge
against currency fluctuations on contracts denominated in local currencies.
There can be no assurance, however, that such hedging will fully insulate the
Company from fluctuations or will not expose the Company to additional risks of
loss.

          The Company's business and operations have not been materially
affected by inflation during the periods for which financial information is
presented.

                                        4
<Page>

RESTATEMENTS

          In November 2001, the Company determined that the consolidated
financial information in the Company's Annual Reports on Form 10-K for the years
ended December 31, 1999 and December 31, 2000 as well as the unaudited interim
financial statements reported in the Company's Quarterly Reports on Form 10-Q
for the periods ended March 31, 2000, June 30, 2000, September 30, 2000, March
31, 2001 and June 30, 2001 had been incorrectly compiled and reported primarily
because of errors in the financial information reported by the Company's
European operations.

          Prior to October 1999, most of the accounting for the Company's
European operations was done at the Company's headquarters in the United States.
In October 1999, the Company formed a wholly owned European subsidiary in
Scotland known as Daw Technologies (Europe) Ltd. ("Daw Europe") to manage not
only the UK subsidiary, but all of the Company's European operations. At that
time, all European accounts were transferred to Daw Europe to manage, and Daw
Europe personnel took over all of the accounting for all of the Company's
foreign operations.

          Daw Europe's business grew very rapidly between 1999 and 2001, with
annualized revenue almost doubling during that two-year period. During this
period of rapid growth, Daw Europe was allowed significant autonomy, and its
responsibilities included maintaining all of the financial records for not only
the UK subsidiary, but all of the Company's operations throughout Europe and the
Middle East.

          As it turns out, the accounting systems and personnel in the Daw
Europe office were unable to keep pace with the rapid growth and growing
complexity of the European business, including the fact that most of this
revenue growth occurred outside of the United Kingdom. As a result, various
problems occurred with respect to Daw Europe's accounting and financial
reporting.

          One of the problems that developed involved the Company's recognition
of revenue on construction projects. In accordance with generally accepted
accounting principles, Daw recognizes revenue on its long term construction
projects based on the percentage of completion method of accounting. The primary
accounting system used by Daw Europe did not include a revenue recognition
feature that would allow it to accurately recognize revenue on its various
projects based on percentage of completion. Daw Europe personnel therefore
created a financial spreadsheet to help account for the recognition of revenue
on its numerous European projects. This method of tracking and accounting for
contracts in progress resulted in some problems, including the following:

     1.   Some of the formulas in the Daw Europe spreadsheet did not properly
          calculate atypical situations, such as costs exceeding budget.

     2.   When the numbers derived from formulas seemed incorrect, accounting
          personnel in Daw Europe would, in some instances, override formulas in
          the spreadsheet by inputting numbers directly into the spreadsheet.
          This damaged the underlying integrity and reliability of the
          spreadsheet.

     3.   Budget estimates were not updated in the spreadsheets for currency
          fluctuations, and currency rates were only changed in the Daw Europe
          accounting system periodically.

     4.   The Daw Europe spreadsheet was not always properly updated to reflect
          changes to contract terms.

          In addition to the problems with the spreadsheet maintained by Daw
Europe, there were also problems in the consolidation process of European
accounts with the United States accounts. For example, European costs incurred
through the United States accounts were, in some instances, lost in the
consolidation process.

          Also, the Company noted that certain projects in Israel were either
not recorded or were not properly recorded on the financial records of Daw
Europe. When Daw Europe recorded transactions associated with the Company's
projects in Israel, instead of always obtaining objective accounting
documentation, the accounting personnel, in some instances, relied on informal
data and statements by project managers. Some of this informally gathered
information proved to be incomplete and subsequently required an adjustment.

          Finally, the restated financial statements also contain certain
reclassifications and other adjustments such as; (a) foreign currency
translation and transactions gains/losses related to foreign operations, (b)
intercompany errors and (c) amortization of leasehold improvements.

          The Company's financial statements for 1999 and 2000 have been
restated to correct the errors noted above. In the opinion of management, all
material adjustments necessary to correct the financial statements have

                                        5
<Page>

been recorded.

          The impact of these adjustments on the Company's 2000 financial
results and financial condition as originally reported is summarized below (in
thousands, except per share data):

                    CONSOLIDATED STATEMENT OF OPERATIONS DATA

<Table>
<Caption>
                                                                  Year Ended
                                                               December 31, 2000
                                                  -------------------------------------------
                                                         As
                                                     Previously         As
                                                      Reported       Restated    Change
                                                     -----------     --------    ------
<S>                                                   <C>            <C>        <C>
Revenues                                              $ 52,633       $ 51,424   $  (1,209)
Cost of goods sold                                      43,525         45,389       1,864
Gross profit                                             9,108          6,035      (3,073)
Operating expenses                                       6,460          5,057      (1,403)
Earnings from operations                                 2,648            978       (1670)
Other income (expense), net                               (208)          (249)        (41)
Net earnings (loss) applicable to common stock             704         (2,276)     (2,980)

Earnings per common share
  Basic                                               $   0.05       $  (0.17)  $   (0.22)
  Diluted                                                 0.05          (0.17)      (0.22)

Weighted-average common and dilutive
common equivalent shares outstanding
  Basic                                                 13,140         13,140           -
  Diluted                                               13,140         13,140           -
</Table>

                         CONSOLIDATED BALANCE SHEET DATA

<Table>
<Caption>
                                                                  December 31, 2000
                                                     ----------------------------------------
                                                         As
                                                     Previously         As
                                                      Reported       Restated        Change
                                                     ---------       --------        ------
<S>                                                  <C>             <C>            <C>
Current assets                                       $  23,798       $ 20,860       $  (2,938)
Property and equipment - net, at cost                    2,404          2,034            (370)
Other assets                                             5,362          4,199          (1,163)
  Total assets                                       $  31,564       $ 27,093       $  (4,471)
                                                     =========       ========       =========

Current liabilities                                  $  12,454       $ 13,575       $   1,121
Long-term obligations                                       99             99               -
Preferred stock                                              -          4,093           4,093
Shareholders' equity                                    19,011          9,326          (9,685)
                                                     ---------       --------       ---------
  Total liabilities and shareholders' equity         $  31,564       $ 27,093       $  (4,471)
                                                     =========       ========       =========
</Table>

                                        6
<Page>

RESULTS OF OPERATIONS

REVENUE FROM OPERATIONS

<Table>
<Caption>
                                                       2000      Change     1999   Change       1998
                                                       ----      ------     ----   ------       ----
<S>                                                <C>           <C>     <C>       <C>      <C>
Cleanrooms and Related Products                    $ 39,362      27.9%   $30,775   (33.5)%  $ 46,298
Other Manufactured Goods                             12,062      (8.9)%   13,236    95.2%      6,780
                                                   --------              -------            --------
Total Revenue                                      $ 51,424      16.8%   $44,011   (17.1)%  $ 53,078
                                                   ========              =======            ========
</Table>

          The Company's total revenue increased 16.8% in 2000 as compared to
1999. This increase in total revenue was partly a result of the recovery of the
semiconductor industry during 2000 and partly a result of the Company's
diversification strategy.

          The Company's revenue from cleanrooms and related products increased
27.9% in 2000 to $39.4 million from $30.8 million in 1999. The increase is
largely attributable to the semiconductor industry's increase of capital
expenditures for new fab facilities in 2000. During 1999, cleanroom contract
revenue decreased by 33.5% to $30.8 million from $46.3 million in 1998. This
decrease is primarily related to a downturn in the semiconductor industry.

          Revenue from non-cleanroom products decreased to $12.1 million in 2000
from $13.2 million in 1999. During 1999, revenue from other products increased
to $13.2 million as compared to $6.8 million in 1998. The increase was
attributable to sales of sleeper cabs and the sale of other products that were
not offered by the Company in 1998, including products manufactured by the
Company as a contract manufacturer for third parties. In July 2000, the Company
sold all of its assets used in the manufacture of sleeper cabs that were not
used in the Company's other operations, and the Company discontinued the
manufacture of such products.

          NORTH AMERICA - North America cleanroom revenue for the year ended
December 31, 2000 increased by 33.9% as compared to the previous year. North
America cleanroom revenue in 2000 was $24.5 million, compared to $18.3 million
in 1999. As a percentage of total cleanroom revenue, North America revenue
decreased to 62.2% in 2000 compared to 59.5% in 1999. The increase in North
America cleanroom revenue in 2000 was primarily related to the semiconductor
industry's increase of capital expenditures for new fab facilities.

          North America cleanroom revenue for the year ended December 31, 1999
decreased by 22.1% to $18.3 million, from $23.5 million for the year ended
December 31, 1998. As a percentage of total revenue, North America revenue
increased to 59.5% in 1999 compared to 50.8% in 1998. The decrease in North
America cleanroom revenue in 1999 was the result of fewer contracts received in
North America due to the decline in capital spending by the semiconductor
industry.

          EUROPE - European cleanroom revenue for the year ended December 31,
2000 increased by 53.6% over the prior year. European cleanroom revenue for 2000
was $14.9 million, compared to $9.7 million for the year 1999. As a percentage
of total cleanroom revenue, European revenue increased to 37.9% in 2000 compared
to 31.5% in 1999. Although the worldwide downturn in the semiconductor industry
continued in 2000, it did not appear to have affected the Company's European
operations to the same extent as it affected the Company's North American
operations.

          European cleanroom revenue for 1999 decreased by 25.4%, to $9.7
million, when compared to the $13.0 million in European cleanroom revenue for
1998. This decrease is primarily attributable to the overall reduction in
cleanroom expenditures by the semiconductor industry during 1999. As a
percentage of total cleanroom revenue, revenue from the Company's European
operations increased to 31.5% in 1999 compared to 28.1% in 1998.

          ASIA/PACIFIC RIM - The Company derived no revenue from cleanroom
products or services in the Asia/Pacific Rim region for the year ended December
31, 2000. This is in contrast to $2.7 million revenue for the year ended
December 31, 1999. The decrease in revenue was directly related to the Company's
decision in January 2000 to cease sales activities in the Asia/Pacific Rim
region and sell its Asia branch.

          Cleanroom revenue generated in the Asia/Pacific Rim area for the year
ended December 31, 1999 decreased by 71.9% from the year ended December 31,
1998. Revenue from that region in 1999 was $2.7 million, compared to $9.6
million for the year 1998. As a percentage of total cleanroom revenue,
Asia/Pacific Rim revenue decreased to

                                        7
<Page>

8.8% in 1999 compared to 20.7% in 1998. The decrease in revenue and percentage
was directly related to a downturn in the semiconductor industry in the
Asia/Pacific Rim, an Asian financial downturn, and the Company's decision to
pull out of this region.

GROSS PROFIT

<Table>
<Caption>
                                                      2000     Change    1999      Change     1998
                                                      ----     ------    ----      ------     ----
<S>                                                 <C>          <C>     <C>      <C>        <C>
Gross Profit (Loss)                                 $ 6,035      n/m     $(39)    (102.1)%   $ 1,855
Percentage of Revenues                                 11.7%              0.0%                   3.5%
</Table>

          Gross profit for the year ended December 31, 2000 increased to $6.0
million from negative $39,000 for the year ended December 31, 1999. Gross profit
increased as a percentage of revenue to 11.7% for 2000 compared to 0.0% for
1999. The Company believes the increase in gross profit is primarily the result
of increased margins on a larger number of awarded contracts due to installation
efficiencies and the Company's decision to outsource the purchase of various
cleanroom components where price efficiencies can be realized.

          Gross profit for 1999 decreased by 102.1%, to negative $39,000, from
$1.9 million in 1998, and decreased as a percentage of revenue to 0.0% in 1999
from 3.5% in 1998. The decrease in gross profit was the direct result of the
substantial reductions in contracts awarded from 1998 to 1999 as the
semiconductor industry entered the second year of an industry-wide downturn. As
the downturn gained momentum throughout 1999, the Company had fewer contracts to
which it could allocate its fixed manufacturing overhead costs the Company had
put in place in prior years as a result of anticipated contract awards.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

<Table>
<Caption>
                                                     2000      Change    1999    Change    1998
                                                     ----      ------    ----    ------    ----
<S>                                                 <C>        <C>      <C>       <C>     <C>
Selling, General and
  Administrative Expenses                           $ 4,631    (37.0%)  $ 7,348   12.8%   $ 6,513
Percentage of Revenues                                  9.0%               16.7%             12.3%
</Table>

          Selling, general and administrative expenses for 2000 decreased 37.0%
to $4.6 million, from $7.3 million, and decreased as a percentage of revenue to
9.0% for the year ended December 31, 2000 compared to 16.7% for the year ended
December 31, 1999. The decrease in selling, general and administrative expenses
in 2000 compared with 1999 was primarily the result of a reduction in wages and
related costs and other fixed costs.

          Selling, general and administrative expenses for 1999 increased 12.8%
over 1998, from $6.5 million in 1998 to $7.3 million in 1999. As a percentage of
revenue, selling, general and administrative expenses increased from 12.3% in
1998 to 16.7% in 1999.

RESEARCH AND DEVELOPMENT

<Table>
<Caption>
                                                      2000     Change     1999      Change     1998
                                                      ----     ------     ----      ------     ----
<S>                                                    <C>     <C>        <C>       <C>       <C>
Research and Development Expense                         -     (100.0)%   $ 214     (27.0)%   $ 293
Percentage of Revenues                                 0.0%                 0.5%                0.6%
</Table>

          As part of its cost cutting strategy in 1999 and 2000, the Company
temporarily reduced, but did not eliminate, its spending on research and
development. However, the Company stopped keeping track of research and
development expenses as a separate line item. Instead, for fiscal year 2000,
research and development costs were typically included as part of each
individual project's budget, and are, where possible, passed along to the
Company's customers.

                                        8
<Page>

DEPRECIATION AND AMORTIZATION

<Table>
<Caption>
                                                      2000     Change     1999     Change      1998
                                                      ----     ------     ----     ------      ----
<S>                                                  <C>       <C>       <C>        <C>       <C>
Depreciation and
     Amortization  Expense                           $ 426     (39.5)%   $ 704      25.0%     $ 563
Percentage of Revenues                                 0.8%      1.6%                1.1%
</Table>

          Depreciation and amortization, not charged to cost of goods sold,
during 2000 decreased by 39.5%, to $426,000, as compared to 1999. This decrease
was the result of some leasehold improvements, furniture, fixtures, computer
equipment and software becoming fully depreciated in 2000. Depreciation and
amortization expense in 1999 increased by 25.0%, to $704,000, as compared to
1998. This increase was the result of an acceleration in the depreciable life in
leasehold improvements associated with the Company's building lease.

RESTRUCTURING CHARGES

<Table>
<Caption>
                                                      2000    Change     1999      Change    1998
                                                      ----    ------     ----      ------    ----
<S>                                                    <C>   <C>       <C>         <C>       <C>
Restructuring Charges                                    -   (100.0%)  $ 1,839     100.0%     --
Percentage of Revenues                                 0.0%                4.2%              0.0%
</Table>

          Restructuring charges in 1999 were largely due to the disposition of
the Company's Asia/Pacific office, and the write-down of assets associated with
the decision to divest itself of the Company's cleanroom component manufacturing
division. The Company announced in 1999 its plans to pursue a foundry strategy
for the manufacture of cleanroom components by selling its cleanroom component
manufacturing business unit. The Company continues to manufacture component
systems on a limited basis.

INCOME TAXES BENEFIT

<Table>
<Caption>
                                                      2000    Change      1999      Change         1998
                                                      ----    ------      ----      ------         ----
<S>                                                 <C>       <C>       <C>         <C>         <C>
Income Taxes (Benefit)                              $ 315     128.8%    $(1,092)    (47.4)%     $(2,075)
Percentage of Revenues                                0.6%                  2.5%                    3.9%
</Table>

          The changes in the effective tax rates for all periods relate
primarily to the amount of deferred tax assets recorded and the amount of
offsetting valuation allowances provided against such assets. The valuation
allowance was increased by approximately $174,000 for the year ended December
31, 2000 and increased by approximately $2.9 million in 1999 ($0 in 1998). As of
December 31, 2000, the Company had net operating loss carry forwards for tax
reporting purposes of approximately $15.4 million expiring in various years
through 2019. (See Note J to Consolidated Financial Statements).

LIQUIDITY AND CAPITAL RESOURCES

          Working capital at December 31, 2000 was $7.3 million compared to
$973,000 at December 31, 1999. This included cash and cash equivalents of $2.2
million and $296,000 at December 31, 2000 and 1999, respectively. Day's sales
outstanding (the ratio between receivables, excluding retention, and average
daily revenue taken over the year) decreased to 51 days at December 31, 2000,
from 60 days at December 31, 1999.

          The Company's operating activities used $110,000 of cash during 2000,
compared to using $1.1 million of cash in 1999. During 2000, the Company
experienced a decrease in inventories of $254,000, an increase in costs and
estimated earnings in excess of billings on contracts in progress of $2.7
million, and an increase in billings in excess of costs and estimated earnings
on contracts in progress of $434,000.

          During 2000 and 1999, the Company maintained a revolving line of
credit with a domestic bank for the lesser of $6 million or the available
borrowing base. The interest rate is computed at 14.5 percent and requires
monthly payments of interest. The Company had $2.6 million in borrowings against
the line at December 31, 2000 (compared to $5.3 million at December 31, 1999).
The original expiration date of the line of credit was October 31, 1999, but the
expiration date has been extended. The line of credit is collateralized by
certain domestic receivables and inventories. The line of credit agreement
contains restrictive covenants imposing limitations on payments of

                                        9
<Page>

cash dividends, purchases or redemptions of capital stock, indebtedness and
other matters. At times during 2000 and at December 31, 2000, the Company was
not in compliance with certain loan covenants. Subsequent to year-end the
Company signed an extension of the line of credit through April 30, 2001, which
included a waiver by the lender of the Company's non-compliance with the
covenants as of December 31, 2000. The Company is currently reviewing several
financing alternatives.

          During 2000, the Company used $226,000 for the purchase of property
and equipment and realized $526,000 from the sale of net assets. The Company
anticipates that its capital expenditures in 2001 for routine additions and
replacements of property, and equipment will be less than $600,000. These
purchases will be financed through long-term debt or capital leases.

          Management believes that existing cash balances, borrowings available
under the line of credit and cash generated from operations, will be adequate to
meet the Company's anticipated cash requirements through December 31, 2001.
However, in the event the Company experiences adverse operating performance,
above-anticipated capital expenditure requirements, or is unable to renew or
replace its existing line of credit, additional financing may be required. There
can be no assurance that such additional financing, if required, would be
available on favorable terms, if at all.

IMPACT OF FUTURE ACCOUNTING PRONOUNCEMENTS

          The Financial Accounting Standards Board issued Statement on Financial
Accounting Standards ("SFAS") No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES in 1998. SFAS No. 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives), and for
hedging activities. It requires that entities recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. For a derivative not designated as a hedging
instrument, changes in the fair value of the derivative are recognized in
earnings in the period of change. This statement is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. In June 2000, SFAS 133
was amended by SFAS 138, which amended or modified certain issues discussed in
SFAS 133. SFAS 138 is also effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. The Company does not believe the adoption of SFAS
No. 133 and SFAS 138 will have a material effect on the financial position or
results of operations of the Company

FACTORS AFFECTING FUTURE RESULTS

          The Company's operations are subject to risks and uncertainties that
could result in actual operating results differing materially from anticipated
operating results and past operating results and trends. These risks and
uncertainties include pricing pressures, cancellations of existing contracts,
timing of significant customer orders, increased competition, changes in
semiconductor and cleanroom technology, or changes in manufacturing techniques.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

          The Company's financial statements and notes are included herein
beginning on page F-1. The supplementary data is included herein immediately
following the signature page of this report on Form 10-K/A.

                                       10
<Page>

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

          (a)  Documents Filed as Part of this Report:

               (1)  FINANCIAL  STATEMENTS.  The  following  financial
                    statements  are filed  with this  report beginning on page
                    F-1:

               --   Report of Independent Certified Public Accountants

               --   Consolidated Balance Sheets as of December 31, 2000 and 1999

               --   Consolidated Statements of Operations for the Years Ended
                    December 31, 2000, 1999 and 1998

               --   Consolidated Statements of Shareholders' Equity for the
                    Years Ended December 31, 2000, 1999 and 1998

               --   Consolidated Statements of Cash Flows for the Years Ended
                    December 31, 2000, 1999 and 1998

               --   Notes to Consolidated Financial Statements

               --   Report of Independent Certified Public Accountants on
                    Schedule

               --   Schedule II - Valuation and Qualifying Accounts

          All other schedules have been omitted because the information is not
required, or if required the information required therein is not present in
amounts sufficient to require submission of the schedule or because the
information required is included in the financial statements or notes thereto.

          (b)  Reports on Form 8-K:

               None.

          (c)  Exhibits:

               The following exhibits required by Item 601 of Regulation S-K are
          filed herewith or have been filed previously with the Commission as
          indicated below:

                                       11
<Page>

<Table>
<Caption>
REGULATION S-K
  EXHIBIT NO.                             DESCRIPTION                                   SEQUENTIAL PAGE NO.
----------------   ------------------------------------------------------------   -------------------------------
            <S>    <C>                                                            <C>
            3.1    Restated Articles of Incorporation*                            Form 10-KSB for the year
                                                                                  ended December 31, 1994,
                                                                                  Exhibit No. 3.1

            3.2    Articles of Amendment to Articles of                           Registration Statement on
                   Incorporation of the Company*                                  Form S-3, File No. 333-38350,
                                                                                  filed June 1, 2000, Exhibit
                                                                                  3.1

            3.3    Bylaws of the Company*                                         Form 10-KSB for the year
                                                                                  ended December 31, 1992,
                                                                                  Exhibit No. 3.2

            4.1    Form of Warrant issued to purchasers of                        Form 10-Q for quarter ended
                   Series A Preferred Shares*                                     June 30, 2000, Exhibit 4.3

            4.2    Form of Warrant issued to Cardinal                             Registration Statement on
                   Securities, LLC*                                               Form S-3, File No. 333-38350,
                                                                                  filed June 1, 2000, Exhibit
                                                                                  4.4

            4.3    Articles of Amendment to Articles of                           Same as Exhibit 3.2
                   Incorporation of the Company*

           10.1    1993 Stock Option Plan*                                        Form 10-KSB for the year
                                                                                  ended December 31, 1993,
                                                                                  Exhibit 10.4

           10.2    Amendment No. 1 to 1993 Stock Option Plan*                     Form 10-Q for quarter ended
                                                                                  June 30, 1997, Exhibit 10.1

           10.3    Amendment No. 2 to 1993 Stock Option Plan*                     Form 10-K for the year ended
                                                                                  December 31, 1997, Exhibit
                                                                                  10.4

           10.4    Revolving Domestic Line of Credit Agreement,                   Form 10-K for the year ended
                   as Amended*                                                    December 31, 1999, Exhibit
                                                                                  10.5

           10.5    Lease Agreement for Salt Lake City facility*                   Form  10-KSB for the year
                                                                                  ended December 31, 1993,
                                                                                  Exhibit 10.6

           10.6    Amendment to Lease Agreement*                                  Form 10-K for the year ended
                                                                                  December 31, 1996, Exhibit
                                                                                  10.5

           10.7    Convertible Preferred Stock Purchase Agreement                 Registration Statement on
                   Dated April 28, 2000*                                          Form S-3, File No. 333-38350,
                                                                                  filed June 1, 2000, Exhibit
                                                                                  10.1

           23.1    Consent of Independent Certified Public Accountants.           Filed herewith.
</Table>

----------
* These exhibits are incorporated herein by reference.

                                       12
<Page>

                                   SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on April 24, 2002.

                   DAW TECHNOLOGIES, INC.

                   By: /s/ Donald K. Mccauley
                      ------------------------------------------------------
                           Donald K. McCauley
                           Executive Vice President, Chief Financial Officer
                           (Principal Financial and Accounting Officer)

                                       13
<Page>

                              REPORT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Daw Technologies, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Daw
Technologies, Inc. and Subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 2000. 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.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Daw Technologies,
Inc. and Subsidiaries as of December 31, 2000 and 1999, and the consolidated
results of their operations and their consolidated cash flows for each of the
three years in the period ended December 31, 2000 and 1999 in conformity with
accounting principles generally accepted in the United States of America.

As discussed in Note Y to the financial statements, the accompanying
consolidated balance sheets as of December 31, 2000, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
the years then ended, have been restated.

                                                      /s/ GRANT THORNTON LLP

Salt Lake City, Utah
February 14, 2001,
except for Note Y, for which the date is April 5, 2002

                                       F-1
<Page>

                     Daw Technologies, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)

<Table>
<Caption>
                                                                                       December 31,
                                                                                 -----------------------
                                                                                     2000        1999
                                                                                     (as          (as
                                                                                  restated)    restated)
                                                                                 -----------  ----------
<S>                                                                             <C>          <C>
                                     ASSETS

CURRENT ASSETS

  Cash and cash equivalents                                                     $   2,175    $     296
  Accounts receivable, net                                                          7,347        7,372
  Costs and estimated earnings in excess
    of billings on contracts in progress                                            6,109        3,581
  Inventories, net                                                                  1,977        2,612
  Deferred income taxes                                                               425          425
  Other current assets                                                              2,827        3,149
                                                                                 -----------  ----------

          Total current assets                                                     20,860       17,435

PROPERTY AND EQUIPMENT, NET                                                         2,034        3,110

DEFERRED INCOME TAXES                                                               3,364        3,364

OTHER ASSETS                                                                          835          966
                                                                                ------------  ----------

                                                                                $  27,093    $  24,875
                                                                                 ===========  ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

  Checks written in excess of cash in bank                                      $      22    $     248
  Accounts payable and accrued liabilities                                          8,868        8,871
  Billings in excess of costs and estimated
    earnings on contracts in progress                                               1,994        1,624
  Line of credit                                                                    2,603        5,258
  Current portion of long-term obligations                                             88          461
                                                                                 -----------  --------

          Total current liabilities                                                13,575       16,462

LONG-TERM OBLIGATIONS, less current portion                                            99          110

COMMITMENTS AND CONTINGENCIES                                                           -            -

REDEEMABLE PREFERRED STOCK
  3% Series A Convertible Preferred stock, authorized 10,000,000 shares
    of $0.01 par value; 465 shares issued and outstanding in 2000                   4,093            -

SHAREHOLDERS' EQUITY

  Common stock, authorized 50,000,000 shares of
    $0.01 par value; issued and outstanding 13,696,071
    shares in 2000 and 12,513,114 shares in 1999                                      137          125
  Additional paid-in capital                                                       19,760       16,579
  Warrants                                                                            350            -
  Accumulated deficit                                                             (10,560)      (8,284)
  Accumulated other comprehensive loss                                               (361)        (117)
                                                                                 -----------  --------

          Total shareholders' equity                                                9,326        8,303
                                                                                 -----------  --------

                                                                                $  27,093    $  24,875
                                                                                 ===========  ========
</Table>

        The accompanying notes are an integral part of these statements.

                                       F-2
<Page>

                     Daw Technologies, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                      (in thousands, except per share data)

<Table>
<Caption>
                                                                                  Year ended December 31,
                                                                     -------------------------------------------------
                                                                          2000             1999              1998
                                                                     (as restated)     (as restated)
                                                                     --------------   ---------------   ---------------
<S>                                                                 <C>              <C>               <C>

Revenues                                                            $       51,424   $       44,011    $       53,078
Cost of goods sold                                                          45,389           44,050            51,223
                                                                     --------------   ---------------   ---------------

           Gross profit (loss)                                               6,035              (39)            1,855
Operating expenses
  Selling, general and administrative                                        4,631            7,348             6,513
  Research and development                                                       -              214               293
  Depreciation and amortization                                                426              704               563
  Restructuring charges                                                          -            1,839                 -
                                                                     --------------   ---------------   ---------------

                                                                             5,057           10,105             7,369
                                                                     --------------   ---------------   ---------------

           Earnings (loss) from operations                                     978          (10,144)           (5,514)
Other income (expense)
  Gain (loss) on sale of net assets                                            744             (147)                -
  Interest income                                                               91              130               140
  Interest expense                                                            (667)            (658)             (459)
  Other, net                                                                  (417)              (2)             (164)
                                                                     --------------   ---------------   ---------------
                                                                              (249)            (677)             (483)
                                                                     --------------   ---------------   ---------------

           Earnings (loss) before income taxes                                 729          (10,821)           (5,997)
Income tax expense (benefit)                                                   315           (1,092)           (2,075)
                                                                     --------------   ---------------   ---------------

           Net EARNINGS (LOSS)                                      $          414   $       (9,729)   $       (3,922)
                                                                     ==============   ===============   ===============

Earnings (loss) per common share (NOTE S)
  Basic                                                             $        (0.17)  $        (0.78)   $        (0.32)
  Diluted                                                                    (0.17)           (0.78)            (0.32)

Weighted-average common and dilutive
 common equivalent shares outstanding
  Basic                                                                 13,140,000       12,501,980        12,440,121
  Diluted                                                               13,140,000       12,501,980        12,440,121

</Table>

        The accompanying notes are an integral part of these statements.

                                      F-3
<Page>

                     Daw Technologies, Inc. and Subsidiaries

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                        (in thousands, except share data)
                  Years ended December 31, 2000, 1999 and 1998

<Table>
<Caption>
                                                                                                          (As
                                                                        (As                              restated)
                                                                     restated)                  (As        Accu-
                                                                       Addi-                  restated)   mulated
                                                                      tional        (As        Retained   compre-     (As
                                                            Common    paid-in     restated)    earnings   hensive   restated)
                                                            stock     capital      Warrants   (deficit)    loss       Total
                                                         ----------- ----------  ----------  ----------- ---------  ----------
<S>                                                     <C>          <C>         <C>         <C>          <C>        <C>
Balances as of January 1, 1998                          $    124     $  15,209   $       -   $    5,367   $      -   $ 20,700

Common stock issued for purchase of 44,711
  shares under the employee stock purchase plan
  and 27,023 shares issued for acquisition of
  another company                                              1         1,348           -            -          -      1,349

Net loss for 1998                                              -             -           -       (3,922)         -     (3,922)
                                                         -----------  ----------  ----------  -----------  ---------  ----------

Balances as of December 31, 1998                             125        16,557           -        1,445          -     18,127

Comprehensive income (loss)

  Net loss for 1999                                            -             -           -       (9,729)         -     (9,729)

  Foreign currency translation adjustments                                                                    (117)      (117)


   Total comprehensive loss                                                                                            (9,846)

Common stock  issued for purchase of 33,403  shares
  under the employee stock purchase plan                       -            22           -           -           -         22
                                                         -----------  ----------  ----------  -----------  ---------  ----------
Balances as of December 31, 1999                             125        16,579           -       (8,284)      (117)     8,303

  Comprehensive income (loss)

  Net income for 2000                                          -             -           -          414          -        414

    Foreign currency translation adjustments                                                                  (244)      (244)

       Total comprehensive income                                                                                -        170

Beneficial  conversion of 480 shares of 3% Series
  A convertible preferred stock (NOTE  B)                      -         2,593           -       (2,593)         -          -

Warrants   issued  with  preferred  stock  issuance                                                   -
  (NOTE B)                                                     -             -         350                       -        350

Common stock  issued for purchase of 41,805 shares                                                    -
  under the employee stock purchase plan                       -            28           -                       -         28

Common  stock  issued  upon  exercise  of  employee                                                   -
  stock options for purchase of 301,550 shares                 3           433           -                       -        436

618,439  shares  of  common  stock  issued  for the                                                   -
  acquisition of another company (Note T)                      6            (6)          -                       -         -

221,163  shares of common stock issued  pursuant to                                                   -
  conversion of 15 shares of preferred stock                   3           133           -                       -        136

Preferred stock dividends                                      -             -          -           (97)         -        (97)
                                                         -----------  ----------  ----------  -----------  ---------  ----------

Balances as of December 31, 2000                        $    137     $  19,760   $     350   $  (10,560)  $   (361)  $  9,326
                                                         ===========  ==========  ==========  ===========  =========  ==========
</Table>

        The accompanying notes are an integral part of these statements.

                                      F-4
<Page>

                     Daw Technologies, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (in thousands, except share data)

<Table>
<Caption>
                                                                                          Year ended December 31,
                                                                                    ----------------------------------
                                                                                       2000        1999         1998
                                                                                    (as             (as
                                                                                    restated)    restated)
                                                                                    ---------   ----------   ---------
<S>                                                                                <C>         <C>          <C>
Increase (decrease) in cash and cash equivalents
  Cash flows from operating activities
     Net earnings (loss)                                                           $    414    $  (9,729)   $  (3,922)
Adjustments to reconcile net earnings (loss) to net
cash used in operating activities
           Depreciation and amortization                                              1,263        2,021        1,808
           Loss (gain) on sale of net assets                                           (744)         147            -
           Provision for losses on accounts receivable                                   56          360          100
           Deferred income taxes                                                          -       (1,213)      (2,089)
           Changes in assets and liabilities
              Accounts receivable                                                      (195)       1,134        3,468
              Costs and estimated earnings in excess
                of billings on contracts in progress                                 (2,682)       3,965       (3,844)
              Inventories                                                               254       (1,379)         190
              Other current assets                                                      238         (757)        (224)
              Other assets                                                               (2)         226           10
              Accounts payable
                and accrued liabilities                                                 854        4,159       (1,042)
              Billings in excess of costs and estimated
                earnings on contracts in progress                                       434          (10)      (1,370)
                                                                                    ---------   ----------   ---------
                  Net cash used in
                    operating activities                                               (110)      (1,076)      (6,915)
                                                                                    ---------   ----------   ---------
  Cash flows from investing activities
     Payments for purchase of property
       and equipment                                                                   (226)        (390)        (167)
     Disposal of equipment                                                              166          122            -

     Proceeds from sale of net assets                                                   526            -            -
                                                                                    ---------   ----------   ---------
                  Net cash provided by (used in)
                    investing activities                                                466         (268)        (167)
                                                                                    ---------   ----------   ---------
</Table>

                                   (Continued)

                                       F-5
<Page>

                     Daw Technologies, Inc. and Subsidiaries

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                        (in thousands, except share data)

<Table>
<Caption>
                                                                                          Year ended December 31,
                                                                                    -----------------------------------
                                                                                       2000        1999         1998
                                                                                        (as         (as
                                                                                     restated)   restated)
                                                                                    ----------  ----------   ----------
<S>                                                                                <C>         <C>          <C>
  Cash flows from financing activities
         Increase (decrease) in checks written in excess of cash in bank                (248)        248             -
         Net change in line of credit                                                 (2,655)          4         4,024
         Proceeds from issuance of common stock                                          464          22            49
         Proceeds from issuance of preferred stock and warranties                      4,575           -             -
         Payments on long-term obligations                                              (636)       (657)         (653)
                                                                                    ----------  ----------   ----------

                  Net cash provided by (used in)
                    financing activities                                               1,500        (383)        3,420

  Effect of exchange rate changes on cash and cash equivalents                            23        (117)            -
                                                                                    ----------  ----------   ----------

                  Net increase (decrease) in cash
                    and cash equivalents                                               1,879      (1,844)       (3,662)

  Cash and cash equivalents at beginning of year                                         296       2,140         5,802
                                                                                    ----------  ----------   ----------

  Cash and cash equivalents at end of year                                         $   2,175   $     296    $    2,140
                                                                                    ==========  ==========   ==========

  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash paid during the year for
     Interest                                                                      $     667   $     658    $      459
     Income taxes                                                                         49           -            11
</Table>

NONCASH INVESTING AND FINANCING ACTIVITIES

During 2000, the Company sold assets with a net book value of $834 for $526 cash
and the buyer assuming $834 of the Company's liabilities. The transaction
resulted in a change to the following balance sheet accounts:

<Table>
    <S>                                                                            <C>
    Cash                                                                           $     526
    Other assets                                                                         (15)
    Inventories                                                                         (365)
    Property and equipment                                                              (236)
    Liabilities assumed                                                                  834
                                                                                    ----------

    Gain on sale of net assets                                                     $    (744)
                                                                                    ==========
</Table>

Capital lease obligations of $252 for property and equipment acquisitions were
incurred during 2000 ($152 in 1999).

                                   (Continued)

                                       F-6
<Page>

                     Daw Technologies, Inc. and Subsidiaries

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                        (in thousands, except share data)

NONCASH INVESTING AND FINANCING ACTIVITIES - CONTINUED

During 1998, the Company issued 27,023 shares of common stock in connection with
the acquisition of the net assets of another company (Note T). During 2000, the
Company completed the acquisition by issuing another 618,439 shares. These
transactions resulted in an increase to the following balance sheet accounts:

<Table>
<S>                                                                              <C>
  Inventories                                                                    $      60
  Other current assets                                                                  23
  Property and equipment                                                                50
  Other assets                                                                       1,258
  Accounts payable                                                                     (91)
                                                                                  ----------

  Common stock                                                                   $   1,300
                                                                                  ==========
</Table>

The Company accrued dividends of $97 on its 3% Series A convertible preferred
stock.

The Company recorded an imputed dividend of $2,593 from the beneficial
conversion feature on its 3% Series A convertible preferred stock.

The Company converted $133 of its 3% Series A convertible preferred stock and $3
of accrued dividends into Common Stock.

         The accompanying notes are an integral part of these statements

                                      F-7
<Page>

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A summary of the significant accounting policies consistently applied in
     the preparation of the accompanying financial statements follows.

     1. BUSINESS ACTIVITY

     Daw Technologies, Inc. and Subsidiaries (the Company) is a supplier of
     ultra-clean manufacturing environments, or cleanrooms, to the semiconductor
     industry. The Company designs, engineers, manufactures, installs and
     services all principal component systems for advanced cleanrooms. The
     Company also manufactures and sells other products that are manufactured
     similar to cleanrooms, and provides contract manufacturing services on an
     OEM basis for various customers.

     2. PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts and operations
     of the Company and its wholly owned subsidiaries, Daw Technologies, France,
     which was organized in 2000, Daw Technologies, Europe Ltd., which was
     organized in 1999, and Translite Systems, Inc., which was organized in
     1999, (inactive). All material intercompany accounts and transactions have
     been eliminated in consolidation.

     3. METHOD OF ACCOUNTING FOR LONG-TERM CONTRACTS

     Revenue recorded for contracts in the accompanying financial statements are
     recognized using the percentage-of-completion method and, therefore, take
     into account the costs, estimated earnings and revenue to date on contracts
     not yet completed. The revenue recognized is that portion of the total
     contract price that cost incurred to date bears to anticipated final total
     cost, based on current estimates of cost to complete. Revenue from
     cost-plus-fixed-fee contracts is recognized on the basis of costs incurred
     during the period plus the fee earned, measured by the cost-to-cost method.

     Contract costs include all direct and allocable indirect labor, benefits,
     materials unique to or installed in the project, subcontractor cost
     allocations, including employee benefits and equipment expense. At the time
     a loss on a contract becomes known, the entire amount of the estimated
     ultimate loss is recognized in the financial statements. As long-term
     contracts extend over one year, revisions in cost and earnings estimates
     during the course of the work are reflected in the accounting period in
     which the facts which require the revision become known. Costs attributable
     to contract claims or disputes are carried in the accompanying balance
     sheets only when realization is probable. These costs are recorded at the
     lesser of actual costs incurred or the amount expected to be realized. It
     is reasonably possible that estimates by management related to contracts
     can change in the future.

                                       F-8
<Page>

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     3. METHOD OF ACCOUNTING FOR LONG-TERM CONTRACTS - CONTINUED

     The current asset, "costs and estimated earnings in excess of billings on
     contracts in progress," represents revenues recognized in excess of amounts
     billed (under-billings), and the current liability, "billings in excess of
     costs and estimated earnings on contracts in progress," represents billings
     in excess of revenues recognized (over-billings). The amount of revenue
     recognized is not related to the progress billings to customers.

     4. OTHER REVENUE RECOGNITION

     The Company recognizes revenues on its other product sales and contract
     manufacturing services when the product is shipped and title passes to the
     customer.

     5. DEPRECIATION AND AMORTIZATION

     Property and equipment are stated at cost. Depreciation and amortization
     are provided for in amounts sufficient to relate the cost of depreciable
     assets to operations over their estimated service lives. Leased property
     under capital leases and leasehold improvements are amortized over the
     shorter of the lives of the respective leases or over the service lives of
     the asset. The straight-line method of depreciation is followed for
     financial reporting purposes. Accelerated methods of depreciation are used
     for tax purposes.

     6. INCOME TAXES

     The Company utilizes the liability method of accounting for income taxes.
     Under the liability method, deferred tax assets and liabilities are
     determined based on differences between financial reporting and tax bases
     of assets and liabilities and are measured using the enacted tax rates and
     laws that will be in effect when the differences are expected to reverse.
     An allowance against deferred tax assets is recorded when it is more likely
     than not that such tax benefits will not be realized. Research tax credits
     are recognized as utilized.

     7. CASH AND CASH EQUIVALENTS

     The Company considers all highly liquid debt instruments with an original
     maturity of three months or less when purchased to be cash equivalents.

                                       F-9
<Page>

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     8. INVENTORIES

     Inventories are stated at the lower of cost or market. Cost is determined
     principally by the first-in, first-out method.

     9. NET EARNINGS (LOSS) PER SHARE

     Basic Earnings Per Share (EPS) are calculated by dividing earnings (loss)
     available to common shareholders by the weighted-average number of common
     shares outstanding during each period. Diluted EPS are similarly
     calculated, except that the weighted-average number of common shares
     outstanding includes common shares that may be issued subject to existing
     rights with dilutive potential. Diluted EPS is not calculated for periods
     of net loss because to do so would be anti-dilutive.

     10. RESEARCH AND DEVELOPMENT COSTS

     The Company conducts research and development to develop new products or
     product improvements not directly related to a specific project. Research
     and development costs have been charged to expense as incurred.

     11. CONCENTRATIONS

     The Company's financial instruments that are exposed to concentration of
     credit risk consist primarily of cash and cash equivalents and receivables.
     The Company provides credit according to the terms of the individual
     project contracts, in the normal course of business, primarily to
     semi-conductor manufacturers.

     Approximately 33 percent of receivables are with four customers (49 percent
     with three customers in 1999). In addition, approximately 43 percent (30
     percent in 1999) of receivables are due from entities located outside of
     North America, primarily Europe. Of the total receivables, approximately 43
     percent are denominated in foreign currencies (30 percent at December 31,
     1999). The Company routinely evaluates the financial strength of its
     customers and monitors each account to minimize the risk of loss.

                                      F-10
<Page>

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     11. CONCENTRATIONS - CONTINUED

     The Company maintains cash and cash equivalents at several financial
     institutions. Accounts at each domestic institution are insured by the FDIC
     up to $100. Uninsured domestic balances were approximately $312 at December
     31, 2000. The Company also maintains cash and cash equivalents in foreign
     accounts. These uninsured balances are approximately $1.8 million at
     December 31, 2000.

     12. RETENTIONS RECEIVABLE

     Many of the Company's contracts require retentions, typically 5-10 percent
     of the amount billed, to be withheld from each progress payment by the
     customer until the project reaches substantial completion.

     13. INTANGIBLE ASSETS

     Intangible assets are amortized on the straight-line method over the
     estimated useful life or the terms of the respective agreement or patent,
     whichever is shorter. The original estimated useful lives range from 2-15
     years. On an ongoing basis, management reviews the valuation and
     amortization of intangible assets to determine possible impairment by
     comparing the carrying value to the undiscounted estimated future cash
     flows of the related assets and necessary adjustments, if any, are
     recorded. Amortization of goodwill during 2000 was approximately $113 ($195
     in 1999).

     14. ESTIMATES AND ASSUMPTIONS

     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.

     15. FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying value of the Company's cash and cash equivalents, contracts
     receivable and accounts payable, accrued liabilities and lines of credit
     approximate their fair values due to their short-term nature.

                                      F-11
<Page>

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     16. STOCK OPTIONS

     The Company has elected to follow Accounting Principles Board Opinion No.
     25, "Accounting for Stock Issued to Employees" (APB 25) and related
     interpretations in accounting for its employee stock options rather than
     adopting the alternative fair value accounting provided for under FASB
     Statement 123, "Accounting for Stock-Based Compensation" (SFAS 123).

     17. TRANSLATION OF FOREIGN CURRENCIES

     The foreign subsidiaries' asset and liability accounts, which are
     originally recorded in the appropriate local currency, are translated for
     consolidated financial reporting purposes, into U.S. dollar amounts at
     period-end exchange rates. Revenue and expense accounts are translated at
     the weighted-average rates for the period. Foreign currency translation
     adjustments are accumulated as a component of comprehensive income.

     18. NEW ACCOUNTING PRONOUNCEMENTS

     The Financial Accounting Standards Board issued Statement on Financial
     Accounting Standards ("SFAS") No. 133, ACCOUNTING FOR DERIVATIVE
     INSTRUMENTS AND HEDGING ACTIVITIES in 1998. SFAS No. 133 establishes
     accounting and reporting standards for derivative instruments, including
     certain derivative instruments embedded in other contracts (collectively
     referred to as derivatives), and for hedging activities. It requires that
     entities recognize all derivatives as either assets or liabilities in the
     statement of financial position and measure those instruments at fair
     value. For a derivative not designated as a hedging instrument, changes in
     the fair value of the derivative are recognized in earnings in the period
     of change. As a result of SFAS No. 137, SFAS No. 133 has been adopted in
     2001. The Company does not believe the adoption of SFAS No. 133 will have a
     material effect on the financial position or results of operations of the
     Company

     19. RECLASSIFICATIONS

     Certain reclassifications have been made to the 1999 and 1998 financial
     statements to conform with the 2000 presentation.

                                      F-12
<Page>

NOTE B - CAPITAL TRANSACTIONS

     During 2000, the Company entered into a Convertible Preferred Stock
     Purchase Agreement wherein 480 shares of its 3 percent Series A Convertible
     Preferred stock was sold for an aggregate purchase price of $4,800
     resulting in net proceeds received by the Company of $4,575. These shares
     are convertible to common stock at a conversion rate equal to a fraction,
     the numerator of which is equal to $10 plus all accrued dividends and the
     denominator of which is equal to the lesser of (a) $1.32 per share and
     (b) 80% of the average of the five lowest consecutive per share market
     values during the 25 trading days preceding the conversion date. This sale
     of Preferred Stock resulted in a beneficial conversion feature (Note S). In
     conjunction with the sale of Preferred Stock the Company also issued
     472,500 warrants. The net proceeds received by the Company have been
     allocated to the warrants and Preferred Stock based on their relative fair
     market values. From September to December 2000, 15 of these shares were
     converted into 221,163 shares of common stock.

     Various employees converted their stock options during 2000. In total,
     301,550 shares of common stock were issued due to stock option conversions.

     In 1998, the Company issued 27,023 shares of common stock to acquire the
     net assets of Intelligent Enclosures Corporation and in 2000, the Company
     completed the acquisition by issuing another 618,439 shares (Note T).

     The Company purchased and retired 27,023 shares of common stock during
     1998.

     During 1996, the shareholders of the Company approved an employee stock
     purchase plan. The maximum number of shares of common stock that may be
     issued under the plan is 750,000 shares. Employees are eligible to
     participate in the plan upon completion of 90 days employment. Eligible
     employees may designate from 2 percent to 15 percent (up to $25) of
     eligible compensation to be withheld for the purchase of stock. Price per
     share is 85 percent of the lower closing trading price of the stock on the
     applicable offering commencement date or offering termination date.
     Offering periods are six months in length beginning on May 1 and November 1
     of each year. During 2000, 1999 and 1998, the Company received $41, $22 and
     $49 from the issuance of 41,805, 33,403 and 44,711 shares of common stock,
     respectively.

                                      F-13
<Page>

NOTE C - INTERNATIONAL OPERATIONS

     Financial information summarized by geographic area for the years ended
     December 31, 2000, 1999 and 1998, is as follows:

<Table>
<Caption>
                                                        North
                          2000                         America        Europe      Asia/Pacific     Consolidated
      ---------------------------------------------  -----------   -----------   -------------    --------------
      <S>                                            <C>           <C>           <C>              <C>
      Net revenues - unaffiliated customers          $    36,508   $    14,916   $           -    $       51,424
      Earnings from operations                               605           373               -               978
      Identifiable assets                                 17,396         9,697               -            27,093

<Caption>
                                                        North
                          1999                         America        Europe     Asia/Pacific      Consolidated
      ---------------------------------------------  -----------   -----------   -------------    --------------
      <S>                                            <C>           <C>           <C>              <C>
      Net revenues - unaffiliated customers          $    31,169   $     9,749   $       3,093    $       44,011
      Loss from operations                                (6,319)       (1,386)         (2,439)          (10,144)
      Identifiable assets                                 18,443         6,432               -            24,875

<Caption>
                                                        North
                          1998                         America       Europe       Asia/Pacific     Consolidated
      ---------------------------------------------  -----------   -----------   -------------    --------------
      <S>                                            <C>           <C>           <C>              <C>
      Net revenues - unaffiliated customers          $    30,507   $    12,965   $       9,606    $       53,078
      Loss from operations                                (4,316)          (42)         (1,156)           (5,514)
      Identifiable assets                                 21,352         6,453           3,036            30,841
</Table>

     Foreign currency transaction losses totaling approximately $41 for 2000
     ($192 for 1999) ($203 for 1998) are included in other income (expense).

NOTE D - ACCOUNTS RECEIVABLE

     Accounts receivable consist of the following:

<Table>
<Caption>
                                                                      2000         1999
                                                                   -----------  ----------
         <S>                                                       <C>          <C>
         Trade accounts receivable                                 $     434    $   1,662
         Contract receivables                                          7,099        5,822
         Retentions receivable                                           143          188
                                                                   -----------  ----------
                                                                       7,676        7,672
         Less allowance for doubtful accounts                            329          300
                                                                   -----------  ----------
                    Total                                          $   7,347    $   7,372
                                                                   ===========  ==========
</Table>

                                      F-14
<Page>

NOTE E - INVENTORIES

     Inventories consist of the following:

<Table>
<Caption>
                                                                       2000         1999
                                                                   -----------  ----------
         <S>                                                       <C>          <C>
         Raw materials                                             $   2,277    $     523
         Work in process                                                   -        2,389
                                                                    ----------   ---------
                                                                       2,277        2,912
         Less allowance for obsolescence                                 300          300
                                                                    ----------   ---------
                    Total                                          $   1,977    $   2,612
                                                                    ==========   =========
</Table>

NOTE F - OTHER CURRENT ASSETS

     Other current assets consist of the following:

<Table>
<Caption>
                                                                       2000         1999
                                                                   -----------  ----------
         <S>                                                       <C>          <C>
         Income taxes receivable                                   $        -   $     222
         Refundable foreign taxes                                       2,603       2,703
         Prepaid expenses                                                 143         137
         Miscellaneous receivables and deposits                            81          87
                                                                    ----------   ---------
                    Total                                          $    2,827   $   3,149
                                                                    ==========   =========
</Table>

NOTE G - PROPERTY AND EQUIPMENT

     Property and equipment and estimated useful lives consist of the following:

<Table>
<Caption>
                                                                            Years           2000        1999
                                                                       ---------------   ----------   ---------
         <S>                                                            <C>              <C>          <C>
         Equipment                                                           5-10        $    1,839   $  2,093
         Furniture and fixtures                                              3-5              1,331      1,322
         Leasehold improvements                                         life of lease         2,592      2,626
         Equipment under capital leases                                      5-10             3,588      3,720
         Vehicles                                                            3-5                287        246
                                                                                          ---------    --------
                                                                                              9,637     10,007
         Less accumulated depreciation and amortization including
           $3,279 and $3,227 for equipment under capital leases at
           2000 and 1999, respectively                                                        7,603      6,897
                                                                                          ---------    --------
                    Total                                                                $    2,034   $  3,110
                                                                                          =========    ========
</Table>

                                      F-15
<Page>

NOTE H - CONTRACTS IN PROGRESS

     Costs incurred to date and estimated earnings and the related progress
     billings to date on contracts in progress are as follows:

<Table>
<Caption>
                                                                      2000         1999
                                                                   -----------  -----------
         <S>                                                       <C>          <C>
         Total costs and estimated earnings                        $   47,760   $  193,794
         Progress billings to date                                     43,645      191,837
                                                                    ----------   ----------
                    Total                                          $    4,115   $    1,957
                                                                    ==========   ==========
</Table>

     The above are included in the balance sheets under the following captions:

<Table>
<Caption>
                                                                      2000         1999
                                                                   -----------  -----------
         <S>                                                       <C>          <C>
         Costs and estimated earnings in excess
            of billings on contracts in progress                   $    6,109   $    3,581
         Billings in excess of costs and estimated
            earnings on contracts in progress                          (1,994)      (1,624)
                                                                    ----------   ----------
                    Total                                          $    4,115   $    1,957
                                                                    ==========   ==========
</Table>

NOTE I - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

     Accounts payable and accrued liabilities consist of the following:

<Table>
<Caption>
                                                                      2000         1999
                                                                   -----------  ----------
         <S>                                                       <C>          <C>
         Trade accounts payable                                    $    5,488   $    6,334
         Other accrued liabilities                                      1,230        1,392
         Employees salaries, incentive pay,
            vacation and payroll taxes                                    999          836
         Reserve for contract estimates and warranties                    275          309
         Foreign and U.S. sales taxes                                     876            -
                                                                    ----------   ---------
                    Total                                          $    8,868   $    8,871
                                                                    ==========   =========
</Table>

                                      F-16
<Page>

NOTE J - INCOME TAXES

     Components of income taxes (benefit) are as follows:

<Table>
<Caption>
                                                        2000         1999          1998
                                                     ----------    -----------  -----------
         <S>                                         <C>           <C>          <C>
         Current
            Federal                                  $     287     $      106   $       12
            State                                           28             15            2
            Foreign                                          -              -            -
                                                      ---------     ----------   ----------
                                                           315            121           14

         Deferred
            Federal                                          -         (1,511)      (1,809)
            State                                            -            298         (280)
                                                      ---------     ----------   ----------
                                                             -         (1,213)      (2,089)
                                                      ---------     ----------   ----------
         Income tax expense (benefit)                $     315     $   (1,092)  $   (2,075)
                                                      =========     ==========   ==========
</Table>

     The income tax expense (benefit) reconciled to the tax computed at the
     statutory Federal rate of 34 percent is as follows:

<Table>
<Caption>
                                                                 2000        1999        1998
                                                               ---------   ---------   ---------
         <S>                                                   <C>         <C>         <C>
         Tax (benefit) at federal statutory rate               $    248    $ (3,679)   $ (2,039)
         Nondeductible expenses                                     (97)          5          12
         State income taxes, net of federal
           income tax benefit                                        15        (324)       (198)
         Change in valuation allowance                              174       2,887           -
         Adjustment of estimated income tax accruals                (25)          -           -
         All other, net                                               -          19         150
                                                                --------    --------    --------
         Income tax expense (benefit)                          $    315    $ (1,092)   $ (2,075)
                                                                ========    ========    ========
</Table>

     Deferred income taxes (benefit) related to the following:

<Table>
<Caption>
                                                                 2000        1999
                                                               ---------   ---------
         <S>                                                   <C>         <C>
         Current deferred tax assets
            Allowance for doubtful accounts                    $    123    $    112
            Accrued expenses and reserves                           302         313
                                                                --------    --------
                    Total current                              $    425    $    425
                                                                ========    ========
</Table>

                                      F-17
<Page>

NOTE J - INCOME TAXES - CONTINUED

<Table>
<Caption>
                                                                 2000        1999
                                                               ---------   ---------
         <S>                                                   <C>         <C>
         Long-term deferred tax assets (liabilities)
            Excess book depreciation and amortization          $    303    $    (37)
            Foreign tax credit carry forwards                       197         162
            Alternative minimum tax credit carry forwards           220         198
            Net operating loss carry forward                      5,705       5,928
            Valuation allowance                                  (3,061)     (2,887)
                                                                --------    --------
                    Total long-term                            $  3,364    $  3,364
                                                                ========    ========
</Table>

     The foreign tax credit carry forward of $197 begins to expire during 2001.
     Management believes it is more likely than not that the Company will have
     sufficient foreign and domestic income to utilize the credits before
     expiration.

     The valuation allowance was increased by $174 for the year ended
     December 31, 2000 and increased by $2,887 in 1999 ($0 in 1998). As of
     December 31, 2000, the Company had net operating loss carry forwards for
     tax reporting purposes of approximately $15,377 expiring in various years
     through 2019.

NOTE K - LINE OF CREDIT

     During 2000 and 1999, the Company maintained a revolving line of credit
     with a domestic bank for the lesser of $6,000 or the available borrowing
     base. The interest rate is computed at 14.5 percent and requires monthly
     payments of interest. The Company had $2,603 in borrowings against the line
     at December 31, 2000 ($5,258 at December 31, 1999). The line of credit
     originally expired October 31, 1999 but was extended to December 31, 2000.
     The line of credit is collateralized by certain domestic receivables and
     inventories. The line of credit agreement contains restrictive covenants
     imposing limitations on payments of cash dividends, purchases or
     redemptions of capital stock, indebtedness and other matters. At times
     during 2000 and at December 31, 2000, the Company was out of compliance
     with certain indebtedness covenants. Subsequent to year-end the Company
     signed an extension of the line of credit through April 30, 2001, which
     included a waiver for the non-compliance with the covenants as of December
     31, 2000. The Company is currently reviewing several financing
     alternatives.

                                      F-18
<Page>

NOTE L - LONG-TERM OBLIGATIONS

     The Company has entered into capital leases with various financial
     institutions and leasing organizations that carry interest rates ranging
     from 4 percent to 11.5 percent. The leases are collateralized by equipment.
     Payments approximate $23 monthly including interest.

     The following is a schedule by year of future minimum lease payments under
     capital leases, together with the present value of the net lease payments
     as of December 31, 2000:

<Table>
<Caption>
                Year ending December 31,
                ---------------------------
                <S>                                                    <C>
                    2001                                               $   103
                    2002                                                    77
                    2003                                                    17
                    2004                                                     7
                    2005                                                     2
                    Thereafter                                               -
                                                                        --------
                Total minimum leases payments                              206

                Less amount representing interest                           19
                                                                        --------
                Present value of net minimum lease payments                187

                Less current portion                                        88
                                                                        --------
                Long-term portion                                      $    99
                                                                        ========
</Table>

NOTE M - OPERATING LEASES

     The Company leases buildings, machinery and equipment under operating
     leases. The building leases expire in 2001 through 2006. The machinery and
     equipment leases expire through 2002. The following is a schedule, by year,
     of future minimum rental payments as of December 31, 2000:

<Table>
<Caption>
                Year ending December 31,
                ----------------------------
                    <S>                                                <C>
                    2001                                               $ 1,267
                    2002                                                   661
                    2003                                                   647
                    2004                                                   633
                    2005                                                   303
                    Thereafter                                               3
                                                                        -------
                                                                       $ 3,514
                                                                        =======
</Table>

                                      F-19
<Page>

NOTE M - OPERATING LEASES - CONTINUED

     The building leases provide for payment of property taxes, insurance, and
     maintenance costs by the Company. Rental expense for operating leases
     totaled $1,376, $2,314 and $2,212 for 2000, 1999 and 1998, respectively.

     The Company has an option to renew one building lease for four additional
     five year periods upon expiration of the current term in 2005.

NOTE N - BENEFIT PLANS

     1.  SAVINGS PLAN

     The Company has established a 401(k) savings plan covering all non-union
     employees 21 years of age and older. The Company, at its discretion,
     matches 50 percent of employee contributions up to a maximum matching
     contribution of 3 percent of the employee's annual salary. Contributions
     are made at the discretion of the Board of Directors. The Company's
     contributions to the plan were $117, $147 and $189 for the years ended
     December 31, 2000, 1999 and 1998, respectively.

     2.  MULTI-EMPLOYER PENSION PLANS

     The Company contributes to several multi-employer pension plans for
     employees covered by collective bargaining agreements. Employees covered by
     these plans are engaged solely in on-site installation of cleanrooms. These
     plans are not administered by the Company and contributions are determined
     in accordance with provisions of negotiated labor contracts. The Company's
     contributions to the multi-employer pension plans totaled approximately
     $17, $128 and $269, respectively, for the years ended December 31, 2000,
     1999 and 1998. Information with respect to the Company's proportionate
     share of the excess, if any, of the actuarially computed value of vested
     benefits over the total pension plans' net assets are not available from
     the plans' administrators.

     The Multi-Employer Pension Plan Amendments Act of 1980 (The "Act")
     significantly increased the pension responsibilities of participating
     employers. Under the provision of the Act, if the plans terminate or the
     Company withdraws, the Company could be subject to a withdrawal liability.
     Management has no intention of undertaking any action which could subject
     the Company to any withdrawal liability which would have a material effect
     on the Company's financial condition.

                                      F-20
<Page>

NOTE O - LEGAL PROCEEDINGS AND CLAIMS

     The Company is engaged in various lawsuits and claims, either as plaintiff
     or defendant, in the normal course of business. In the opinion of
     management, based upon advice of counsel, the ultimate outcome of these
     lawsuits will not have a material impact on the Company's financial
     position or results of operations.

NOTE P - PRIMARY CUSTOMERS

     The Company has typically had one to three customers in each year which
     accounted for more than 10 percent each of revenues; these customers do not
     necessarily remain significant in subsequent years. These major customers
     are typically general contractors of fabrication facilities.

     The Company's major customers and revenue received there from are as
     follows:

<Table>
<Caption>
                                                        2000         1999          1998
                                                     -----------  ------------  -----------
         <S>                                         <C>          <C>           <C>
         Company A                                   $    6,461   $    10,625   $    6,580
         Company B                                        4,484         4,508        7,912
         Company C                                        6,870             -            -
         Company D                                          928         5,337            -
</Table>

NOTE Q - RELATED PARTY TRANSACTIONS

     Daw Incorporated is a regional interior specialties contracting company
     based in Utah. Certain stockholders of Daw Incorporated own approximately
     34 percent of the Company's common stock. The Company purchased goods and
     services from Daw Incorporated totaling $39, $71, and $447 in 2000, 1999
     and 1998, respectively.

     A member of the board of directors works for a law firm which provided
     legal services to the Company approximating $125, $19 and $171 in 2000,
     1999 and 1998, respectively.

                                      F-21
<Page>

NOTE R - WARRANTS AND OPTIONS

     During 1996, the Board of Directors and the shareholders amended the
     Company's 1993 Stock Option Plan (Plan) to increase the number of shares
     reserved for issuance by 250,000. In addition, the amendment extended the
     life of the Plan for one year, and eliminated the limit on the number of
     options that can be granted in any given year. Also, the amendment limits
     to 100,000 the number of options that can be granted to any one individual
     in any given year. The Plan is a non-qualified plan, and the options
     granted thereunder are non-qualified stock options.

     Under the amended Plan, 1,250,000 shares of common stock were reserved for
     issuance upon exercise of options. The Plan provides that options to
     purchase a maximum of 1,075,000 shares may be granted to eligible employees
     (including employees who are directors or officers) and options to purchase
     a maximum of 175,000 shares may be granted to non-employee directors.

     The exercise price for stock options granted under the Plan may not be less
     than 100 percent of the fair market value of a share of common stock on the
     date the option is granted. Options granted under the Plan after
     October 24, 1996, expire through 2008. Options granted prior to or on
     October 24, 1996 expire through 2011.

     The Company granted options to purchase 328,000 shares and 311,500 shares
     in 2000 and 1998, (none in 1999), respectively, of the Company's common
     stock. The options were granted to the following:

<Table>
<Caption>
                                                        2000          1999         1998
                                                     -----------  ------------  -----------
         <S>                                            <C>                 <C>    <C>
         Directors                                       55,000             -       20,000

         Executive officers, including
            officers who are directors                  105,000             -       60,000

         Other employees                                168,000             -      231,500
                                                     -----------  ------------  -----------
                                                        328,000             -      311,500
                                                     ===========  ============  ===========
</Table>

     On February 24, 1998, certain options with an exercise price greater than
     $1.40 were adjusted to $1.40, which was the market price of the Company's
     stock on that date. At that date, vesting was extended by one year for
     those options adjusted. These adjustments resulted in a new measurement
     date under interpretations to Accounting Principles Board Opinion No. 25.

                                      F-22
<Page>

NOTE R - WARRANTS AND OPTIONS - CONTINUED

     The Company has adopted only the disclosure provisions of Financial
     Accounting Standard No. 123, "Accounting for Stock-Based Compensation"
     (FAS 123). Therefore, the Company continues to account for stock based
     compensation under Accounting Principles Board Opinion No. 25, under which
     no compensation cost has been recognized. Had compensation cost for the
     stock based compensation been determined based upon the fair value of the
     awards at the grant date consistent with the methodology prescribed by
     FAS 123, the Company's net earnings (loss) and earnings (loss) per share
     would have been changed to the following pro forma amounts:

<Table>
<Caption>
                                                                    2000        1999      1998
                                                                  ---------   ---------  ---------
         <S>                                    <C>               <C>         <C>        <C>
         Net earnings (loss)                    As reported       $    414    $ (9,729)  $ (3,922)
                                                Pro forma              191      (9,903)    (4,074)

         Earnings (loss) per share:
            Basic                               As reported          (0.17)      (0.78)     (0.32)
                                                Pro forma            (0.22)      (0.79)     (0.33)

            Diluted                             As reported          (0.17)      (0.78)     (0.32)
                                                Pro forma            (0.22)      (0.79)     (0.33)
</Table>

     These pro forma amounts may not be representative of future disclosures
     because they do not take into effect pro forma compensation cost related to
     grants made before 1995. The fair value of these options was estimated at
     the date of grant using the modified Black-Scholes American option-pricing
     model with the following weighted-average assumptions for 2000 and 1998:
     expected volatility of 144 percent (53 percent for 1998); risk-free
     interest rate of 5.50 percent (6.05 percent for 1998); and expected life of
     10 years (10 for 1998). The weighted-average fair value of options granted
     was $0.93 and $1.17 in 2000 and 1998, respectively.

     Option pricing models require the input of highly subjective assumptions
     including the expected stock price volatility. Also, the Company's employee
     stock options have characteristics significantly different from those of
     traded options, and changes in the subjective input assumptions can
     materially affect the fair value estimate. Management believes the best
     input assumptions available were used to value the options and that the
     resulting option values are reasonable.

                                      F-23
<Page>

NOTE R - WARRANTS AND OPTIONS - CONTINUED

     Changes in the Company's stock options and warrants are as follows:

<Table>
<Caption>
                                                             Shares                                     Weighted-
                                                 ------------------------------       Exercise           average
                                                                      Stock             price        exercise price
                                                    Warrants         options          per share         per share
                                                 --------------   -------------   ----------------   --------------
         <S>                                           <C>            <C>         <C>                <C>
         Outstanding at January 1, 1998                      -         693,000    $  1.94 - 3.50     $     3.32
             Granted                                         -         311,500       0.84 - 2.66           2.28
             Exercised                                       -               -                 -              -
             Canceled or expired                             -        (135,500)      1.38 - 3.50           3.05
                                                 --------------   -------------
         Outstanding at December 31, 1998                    -         869,000       0.84 - 3.50           1.99
             Granted                                         -               -                 -              -
             Exercised                                       -               -                 -              -
             Canceled or expired                             -        (127,500)      1.40 - 2.66           1.78
                                                 --------------   -------------
         Outstanding at December 31, 1999                    -         741,500       0.84 - 3.50           1.63
             Granted                                   472,500         328,000       0.88 - 1.28            .95
             Exercised                                       -        (301,550)      1.09 - 2.66           1.46
             Canceled or expired                             -         (63,500)      0.94 - 3.50           2.06
                                                 --------------   -------------
         Outstanding at December 31, 2000              472,500         704,450       0.84 - 2.66           1.36
                                                 ==============   =============
         Exercisable at December 31, 2000              472,500         381,450       0.84 - 2.66           1.70
                                                 ==============   =============
         Exercisable at December 31, 1999                    -         636,000       0.84 - 3.50           1.99
                                                 ==============   =============
         Exercisable at December 31, 1998                    -               -                 -              -
                                                 ==============   =============
</Table>

     A summary of the status of the options outstanding under the Company's
     stock option plan at December 31, 2000 is presented below:

<Table>
<Caption>
                                                          Outstanding                        Exercisable
                                           ----------------------------------------   -------------------------
                                                            Weighted-
                                                             average      Weighted-                   Weighted-
                                                            remaining     average                     average
                                              Number       contractual    exercise       Number       exercise
              Range of exercise prices      outstanding   life (years)     price      exercisable       price
              --------------------------   ------------   ------------   ----------   -----------   -----------
              <S>                              <C>              <C>       <C>            <C>         <C>
              $ 0.84 - $ 1.25                  333,000          9         $  0.93         20,000     $  0.93
              $ 1.26 - $ 1.50                  271,450          5            1.39        261,450        1.39
              $ 2.51 - $ 2.66                  100,000          7            2.66        100,000        2.66
                                           ------------                               -----------
              $ 0.84 - $ 2.66                  704,450          7         $  1.36        381,450     $  1.99
                                           ============                               ===========
</Table>

                                      F-24
<Page>

NOTE S - EARNINGS (LOSS) PER COMMON SHARE

The following data show the amounts used in computing net earnings (loss) per
common share, including the effect on net earnings (loss) for preferred stock
dividends and a beneficial conversion feature associated with preferred stock.
The following data also show the weighted average number of shares and rights to
acquire shares with dilutive potential. For 2000, earnings applicable to common
stock include a noncash imputed dividend to the preferred shareholders related
to the beneficial conversion feature on the 2000 Series A Preferred Stock. The
beneficial conversion feature is computed as the difference between the market
value of the common stock into which the Series A Preferred Stock can be
converted and the value assigned to the Series A Preferred Stock in the private
placement. The imputed dividend is a one-time, noncash charge decreasing the net
earnings per common share.

<Table>
<Caption>
                                                                        2000             1999            1998
                                                                   --------------   --------------   -------------
              <S>                                                  <C>              <C>              <C>
              Net earnings (loss)                                  $         414    $      (9,729)   $     (3,922)

              Dividends on Preferred Stock                                   (97)               -               -

              Imputed dividend from beneficial
                 conversion feature                                       (2,593)               -               -
                                                                    -------------    -------------    ------------

              Net loss applicable to common shareholders           $      (2,276)   $      (9,729)   $     (3,922)
                                                                    =============    =============    ============
</Table>

The following data show the shares used in computing earnings (loss) per common
share including dilutive potential common stock:

<Table>
<Caption>
                                                                        2000             1999             1998
                                                                     ------------     -----------     ------------
              <S>                                                     <C>              <C>             <C>
              Common shares outstanding during entire
                 period                                               12,513,114       12,479,711      12,407,977

              Net weighted average common shares issued during
                 period                                                  626,886           22,269          32,144
                                                                     ------------     ------------    ------------

              Weighted average number of common shares used in
                 basic EPS                                            13,140,000       12,501,980      12,440,121

              Dilutive effect of stock options                                 -                -               -

              Dilutive effect of warrants                                      -                -               -

              Dilutive effect of Preferred stock                               -                -               -
                                                                      -----------      -----------     -----------

              Weighted average number of common shares and
                 dilutive potential common shares used in
                 diluted EPS                                          13,140,000       12,501,980      12,440,121
                                                                      ===========      ===========     ===========
</Table>

     For the years ended December 31, 2000, 1999 and 1998, all of the stock
     options and warrants that were outstanding, as described in Note R, were
     not included in the computation of diluted EPS because to do so would have
     been anti-dilutive.

                                      F-25
<Page>

NOTE T - BUSINESS ACQUISITION

     On April 22, 1998, the first closing date, the Company acquired the net
     assets of Intelligent Enclosures Corporation. The transaction was accounted
     for as a purchase and the transaction is to be completed on April 22, 2000,
     the second closing date. At the first closing date, the Company delivered
     27,023 shares of common stock. During 2000, at the second closing date, the
     Company issued 618,439 additional shares of common stock at $2.06 per share
     (the average per share closing price for the 20 consecutive trading days
     prior to the second closing date), which in addition to the original
     27,023 shares totaled $1,300.

NOTE U - SEGMENT INFORMATION

     The Company has two reportable segments for the year ended
     December 31, 2000, namely 1) cleanrooms and related products and 2) other
     manufactured goods. Prior to 1998, the Company operated in one segment. The
     accounting policies of the segments are the same as those described in the
     summary of significant accounting policies. The Company evaluates
     performance of each segment based on earnings or loss from operations. The
     Companies reportable segments are similar in manufacturing processes and
     are tracked similarly in the accounting system. The manufacturing process
     for each segment uses the same manufacturing facilities and overhead is
     allocated similarly to each segment. It is not practical to determine the
     total assets per segment and depreciation by segment because each segment
     uses the same manufacturing facility. Identifiable assets by segment are
     reported below. The Company allocates certain general and administrative
     expenses, consisting primarily of facilities expenses, utilities, and
     manufacturing overhead.

     Segment information for the cleanrooms and related products and other
     manufactured goods are as follows:

<Table>
<Caption>
                                                                2000         1999          1998
                                                             -----------  -----------   ------------
         <S>                                                 <C>          <C>           <C>
         Revenues
              Cleanrooms and related products                $   39,362   $   30,775    $   46,298
              Other manufactured goods                           12,062       13,236         6,780
                                                              ----------   ----------    -----------
                 Totals                                      $   51,424   $   44,011    $   53,078
                                                              ==========   ==========    ===========
         Earnings (loss) from operations
              Cleanrooms and related products                $    4,295   $     (856)   $   (6,005)
              Other manufactured goods                           (3,317)      (9,288)          491
                                                              ----------   ----------    -----------
                 Totals                                      $      978   $  (10,144)   $   (5,514)
                                                              ==========   ==========    ===========

          Total assets
              Cleanrooms and related products                $   19,528   $   15,535    $   15,053
              Other products                                      1,712        2,284         1,397
              Manufacturing and corporate assets                  5,853        7,056        14,391
                                                              ----------   ----------    -----------
                 Totals                                      $   27,093   $   24,875    $   30,841
                                                              ==========   ==========    ===========
</Table>

                                      F-26
<Page>

NOTE V - REVENUES

     Revenues by country are based on the location of the project for long-term
     projects and by the location of the customer for other manufactured
     products and are as follows:

<Table>
<Caption>
                                                           2000         1999          1998
                                                       -----------   -----------   -----------
              <S>                                      <C>           <C>           <C>
              Canada                                   $    4,844    $   11,827    $    6,666
              United Kingdom                                5,444         5,893         6,692
              Peoples Republic of China                         -           382         7,092
              Italy                                           983            42         3,568
              Taiwan                                            -         2,711         2,319
              Israel                                          901         3,366         2,058
              France                                        7,588           448           644
              All others                                        -             -           198
                                                        ----------    ----------    ----------
                     Total export revenues                 19,760        24,669        29,237

              United States                                31,664        19,342        23,841
                                                        ----------    ----------    ----------
                     Total revenues                    $   51,424    $   44,011    $   53,078
                                                        ==========    ==========    ==========
</Table>

NOTE W - RESTRUCTURING CHARGES

     During December 1999, in order to reduce costs, the Company implemented a
     restructuring of its operations which resulted in the Company recording a
     one-time restructuring charge totaling $1,839. This one-time charge was due
     to the transfer of ownership of the Company's Asia/Pacific office to a
     former employee ($796) and the write down of inventory due to the Company's
     plans to pursue a foundry strategy for the manufacture of cleanroom
     components ($1,043).

NOTE X - QUARTERLY FINANCIAL RESULTS (UNAUDITED)

     Quarterly financial results for the years ended December 31, 2000 and 1999
     are as follows:

<Table>
<Caption>
                                                                                                       Net earnings
                                                                       Earnings            Net         (loss) per
                                                      Gross(2)       (loss) from         earnings        common
                  2000                Revenues     profit (loss)      operations         (loss)       share-basic (1)
         -----------------------  ---------------  --------------  ----------------   --------------  --------------
         <S>                      <C>              <C>             <C>                <C>             <C>
         First quarter            $       15,140   $       1,012   $          (214)   $        (346)  $      (0.03)
         Second quarter                   14,637           2,146               729              266          (0.18)
         Third quarter                    11,198           1,496               507              330           0.02
         Fourth quarter                   10,449           1,381               (44)             164           0.01
                                   --------------   -------------   ---------------    -------------   -------------
                                  $       51,424   $       6,035   $           978    $         414   $      (0.17)
                                   ==============   =============   ===============    =============   =============

<Caption>
                 1999
         -----------------------
         <S>                      <C>              <C>             <C>                <C>             <C>
         First quarter            $       12,480   $       1,577   $          (390)   $        (316)  $      (0.03)
         Second quarter                    9,980              47            (2,019)          (1,442)         (0.12)
         Third quarter                    12,433             774            (1,018)          (1,129)         (0.09)
         Fourth quarter                    9,118          (2,437)           (6,717)          (6,842)         (0.54)
                                   --------------   -------------   ---------------    -------------   -------------
                                  $       44,011   $         (39)  $       (10,144)   $      (9,729)  $      (0.78)
                                   ==============   =============   ===============    =============   =============
</Table>

     (1) Earnings (loss) per share is computed independently for each of the
     quarters presented. Therefore, the sum of the quarterly earnings (loss) per
     share amounts do not necessarily equal the total for the year due to
     rounding.

                                      F-27
<Page>

NOTE Y - RESTATEMENT OF FINANCIAL STATEMENTS

     In November 2001, the Company determined that the consolidated financial
information in the Company's Annual Reports on Form 10-K for the years ended
December 31, 1999 and December 31, 2000 as well as the unaudited interim
financial statements reported in the Company's Quarterly Reports on Form 10-Q
for the periods ended March 31, 2000, June 30, 2000, September 30, 2000, March
31, 2001 and June 30, 2001 had been incorrectly compiled and reported primarily
because of errors in the financial information reported by the Company's
European operations.

The errors generally resulted from the following items:

-    Foreign currency translation and transaction gains/losses related to
     foreign operations were not properly considered and accounted for.

-    Errors in recognizing revenue and costs on various construction projects
     using percentage of completion accounting. These errors consisted of not
     recognizing a loss on a project in the period when it was determined;
     unsupported budgeted revenues, costs and progress billing information
     contained in the Company's revenue recognition spreadsheets which in turn
     resulted in errors in the calculation and recognition of revenue and costs;
     and failure to properly accrue known costs on projects when incurred which
     resulted in improper revenue recognition.

-    Errors resulting from differences in intercompany accounts that when
     reconciled resulted in expenses that should have been recorded in the
     financial statements.

-    Adjustments to properly amortize leasehold improvements over the lesser of
     the estimated useful life or the life of the lease. Previously, the
     leasehold improvements were being amortized over a period in excess of the
     original life of the lease.

-    Certain reclassifications to balance sheet captions were made. This
     included the reclassification of preferred stock to redeemable preferred
     stock, recording preferred stock dividends and the beneficial conversion
     feature in retained earnings and additional paid in capital.

The Company's financial statements for 1999, 2000 and the first two quarters of
2001 have been restated to correct the errors noted above. In the opinion of
management, all material adjustments necessary to correct the financial
statements have been recorded. The effect of the restatements is described in
amended filings on Form 10-K/A or Form 10-Q/A for the applicable periods.

The impact of these adjustments on the Company's 2000 financial results and
financial condition as originally reported is summarized below (in thousands,
except per share data):

                                      F-28
<Page>

NOTE Y - RESTATEMENT OF FINANCIAL STATEMENTS - CONTINUED

<Table>
<Caption>
                                                              December 31, 2000
                                                              -----------------
                                                             As
                                                         Previously          As
                                                          Reported        Restated
                                                         ----------      ---------
<S>                                                       <C>            <C>
Consolidated balance sheet:
  Current assets                                          $  23,798      $  20,860
  Property and equipment - net, at cost                       2,404          2,034
  Total assets                                               31,564         27,093
  Current liabilities                                        12,454         13,575
  Redeemable Preferred Stock                                      -          4,093
  Total shareholders' equity                                 19,011          9,326

<Caption>
                                                                  Year ended
                                                               December 31, 2000
                                                               -----------------
<S>                                                       <C>            <C>
Consolidated statement of operations:
  Revenue, net                                            $  52,633      $  51,424
  Cost of goods sold                                         43,525         45,389
  Gross profit                                                9,108          6,035
  Operating expenses                                          6,460          5,057
  Earnings from operations                                    2,648            978
  Other income (expense), net                                  (208)          (249)
  Net earnings                                                3,464            414
Net earning (loss) applicable to common shareholders
                                                                704         (2,276)
  Net income (loss) per common share basic and diluted    $    0.05      $   (0.17)
</Table>

                                      F-29
<Page>

                              REPORT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS
                                   ON SCHEDULE

Board of Directors
Daw Technologies, Inc. and Subsidiaries

In connection with our audit of the financial statements of Daw Technologies,
Inc. and Subsidiaries referred to in our report dated February 14, 2001,
except for Note Y for which the date is April 5, 2002, which is included in
the annual report to shareholders and Form 10-K, we have also audited
Schedule II - valuation and qualifying accounts for each of the three years
in the period ended December 31, 2000. In our opinion, this schedule presents
fairly, in all material respects, the information required to be set forth
therein.

                                                /s/ GRANT THORNTON LLP

Salt Lake City, Utah
February 14, 2001,
except for Note Y
for which the date
is April 5, 2002

                                      F-30
<Page>

                     DAW TECHNOLOGIES, INC. AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------------
           COLUMN A                       COLUMN B               COLUMN C               COLUMN D        COLUMN E
--------------------------------------------------------------------------------------------------------------------
                                                                ADDITIONS
--------------------------------------------------------------------------------------------------------------------
                                                           (1)           (2)
                                          BALANCE AT    CHARGED TO    CHARGED TO                       BALANCE AT
                                         BEGINNING OF    COSTS AND   OTHER ACCOUNTS   DEDUCTIONS -       END OF
          DESCRIPTION                      PERIOD        EXPENSES      DESCRIBE        WRITE-OFFS        PERIOD
--------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>              <C>            <C>
Allowance for doubtful accounts
    Year ended December 31, 2000          $   300        $   56         $    (27)(A)     $     -        $  329
    Year ended December 31, 1999              615           360                -             675           300
    Year ended December 31, 1998              403           100              150(B)          (38)          615

Allowance for contract estimates
    Year ended December 31, 2000              309             -                -              34           275
    Year ended December 31, 1999              666             -                -             357           309
    Year ended December 31, 1998              366             -              300(B)            -           666

Allowance for inventory obsolescence
    Year ended December 31, 2000              300             -                -               -           300
    Year ended December 31, 1999              300             -            1,043(C)        1,043           300
    Year ended December 31, 1998                -             -              300(B)            -           300

Allowance for contract repayment
    Year ended December 31, 1999               53             -              (53)(A)           -             -
    Year ended December 31, 1999               53             -                -               -            53
    Year ended December 31, 1998              803             -             (750)(B)           -            53

Allowance for deferred taxes
    Year ended December 31, 2000            2,887           174                -               -         3,061
    Year ended December 31, 1999                -         2,887                -               -         2,887
    Year ended December 31, 1998                -             -                -               -             -
</Table>

(A) Reclassification 2000
(B) Reclassification 1999
(C) Restructuring charge

                                      F-31