<PAGE>

TO STAND FOR SOMETHING
Quality. Integrity. Value. Innovation. Performance. Quality. Integrity. Value.
Innovation. Performance. Quality. Integrity. Value. Innovation. Performance.

2000 ANNUAL REPORT
Minuteman International, Inc.

To Stand For Something

     Jerome E. Rau, late Chairman and CEO of Minuteman International, leaves a
     legacy of exceptional insight, renowned leadership and unchallenged
     competitive strength.

     When Jerry Rau delivered a message, people heard it. It was hard to ignore
his passion for details and getting things right, every time. Because to Jerry
Rau, every detail mattered - especially those details that stood for quality,
integrity and performance.

     Under Rau's 19 year leadership beginning in 1981, Minuteman flourished,
increasing in sales from $5.5 to more than $85 million this year. In March 1987,
Minuteman's prosperity enabled the company to become a public corporation traded
on the NASDAQ Exchange.

 In 1996, Rau was elected president of the International Sanitary Supply
Association, the first executive from the equipment sector of the industry to
head this premier trade group since 1959.

     Jerry Rau's dynamic management style brought the company's product line to
an industry breadth and depth challenged by few. In addition, Rau ushered in an
era of innovative engineering and cutting edge technology which led to over 33
patents for the company and "first-time ever" products such as the Ultra Violet
Single Floor Coat System. Rau's intuitive vision continued to drive the company
into new markets such as industrial cleaning, outdoor cleaning and lawn
cleaning. Many of the initiatives he undertook in recent years directly
contributed to our record breaking year including:

      o Doubling the size of Minuteman's state-of-the-art Hampshire, Illinois
manufacturing plant to 100,000 square feet in 1995

      o Capitalizing on global opportunities, establishing Minuteman Europe's
distribution facility in the Netherlands in early 1998 and overseas expansion
into more than 40 countries.

      o Positioning Multi-Clean cleaning chemicals division as an autonomous
operating entity in 1997.

      o Acquisition of AAR PowerBoss Corporation's complementary line of
industrial equipment in 1998.

     Rau aggressively sought out new marketing programs for distributors,
maintained cost structures and provided the best possible training and customer
service available to distributors. Today the company is an acquirer in a
consolidating business, turning formerly unprofitable companies into cash
generating leaders such as PowerBoss.

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     Quality, innovation, integrity and sharing responsibility for success, was
a legend that left few customers, distributors and employees untouched. For
Jerry Rau, his word was his bond - it stood for something.

     We will miss him.
Jerome E. Rau,
1932-2000

Cover:
The eagle on the cover of our 2000 Annual Report stands in tribute to founder,
President and CEO, Jerome E. Rau who appreciated the eagle's strength and
majestic character.

Mission Statement

A Steadfast Commitment to Our Customers.
The core of Minuteman International is anchored by a single, straightforward
vision - to deliver exceptional floor cleaning equipment and chemicals combined
with a single-minded focus to anticipate and answer our customers' needs.
Answering those needs is just the beginning of a performance-driven philosophy
to help our distributors maximize profit and provide outstanding service,
products and training to each Minuteman customer. That philosophy is combined
with the ongoing development of new and more cost effective methods of
manufacturing and product design to keep our customers on the leading edge of
floor care technology into the next century.

20 Year Summary Net Sales

Minuteman's record setting sales are driven by attention to detail, quality,
integrity, value, performance, and leadership. A team effort and dedication to
customer needs ensure that Minuteman's steadfast commitments are long-lasting:

     o Maintaining and developing the deepest, most varied product line
     o Nurturing long-held stable customer relationships
     o Continuing to develop innovative cost controls
     o Specific, targeted, marketing and aggressive customer promotions
     o Unmatched customer service
     o State-of-the-art technology, research and product development
     o Insightful, unchallenged leadership

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2000

20-Year Summary Net Sales     $85,195

Minuteman International, headquartered in the Chicago suburb of Addison,
Illinois, is a full-line manufacturer of commercial and industrial vacuums and
floor and carpet care equipment, chemical cleaning and coating products under
the Multi-Clean brand, litter vacuums, and lawn sweeping equipment under the
Minuteman Parker label, and rider-operated floor surface maintenance equipment
under PowerBoss.

Contents

<TABLE>
<S>                                                                           <C>
From the President ........................................................       2
To Stand for Something ....................................................     4-5
Manufacturing and Engineering
Set Stage for Growth ......................................................       6
New Laser Cutter Adds State-of-the-Art Technology .........................       8
An Eye to the Future--
The Oracle System .........................................................       9
Aggressive New Products ...................................................   10-11
Multi-Clean Innovation ....................................................   12-13
Minuteman Parker Reliability and Quality ..................................      13
Financial Report ..........................................................      14
Locations and Corporate Information .......................................      25
</TABLE>

FROM THE PRESIDENT
"We are proud of our 2000 year end results and remain optimistic that future
increases will mirror that of historical performances" Greg Rau, President and
CEO, Minuteman International

To Our Shareholders,
Another record year! Strong demand for our floor, carpet and lawn-care
equipment, both here and abroad, combined with continuing attention to cost
containment, produced the best operating results in Minuteman's 20-year history.
Net income for the year rose 13.0 percent on a 9.7 percent increase in sales.

No wonder Forbes magazine named us one of the "200 Best Small Companies" in
America. The chosen companies were selected from more than 8,000 candidates, all
of whom were filtered through a statistical screen by an independent service.
What did Forbes use as its criteria? "Sales between $50 million and $350
million, five years of consistent sales and earnings-per-share growth, four
consecutive quarters of net income surpassing $1 million, and combing their
financial documents for the slightest scent of trouble: bad debts, lawsuits,
slow receivables, funny accounting - all grounds for dismissal." This is not the
first time Forbes has acknowledged our performance. A similar accord was granted
in 1989 (when we were Hako Minuteman). At that time, Forbes wrote, "Not every
one of these (200) companies will survive in our churning, dynamic economy..."
We not only survived but we have flourished! For that earlier year we reported
sales of about $30 million. Even backing out something in excess of $20 million
added by the PowerBoss acquisition in 1998, the original Minuteman's sales have
more than doubled since that earlier accolade.

                                       3
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This year's revenue of $85,195,000, up from $77,682,000 for 1999, was largely
accounted for by vigorous demand from dealers and distributors throughout the
United States. But international sales in almost 40 countries also rose 9.4
percent despite the adverse effects of a strong dollar, particularly in Europe.
All product categories participated except the weather-sensitive lawn care line,
with robust gains at our Multi-Clean chemicals division giving that unit its
best year ever. Fourth quarter sales likewise were a record for any final
quarter, traditionally the company's slowest because of reduced shipments
through the holiday period. The 1.3 percent sales increase for the
October-December quarter to $17,290,000 from $17,074,000 was a favorable
comparison with the same period a year earlier because several large
non-recurring orders were delivered in December of 1999.

The earnings gain for the year was even greater than the sales increase,
producing wider profit margins. The gross margin was higher, the operating
margin reached 9.0 percent from 8.7 percent for 1999, and the net margin
improved to 5.3 percent versus 5.2 percent last year. Operating expenses were
kept in line, allowing profits to be leveraged by the larger volume. We are most
gratified by the rapidity with which the PowerBoss subsidiary, operating at a
loss when we bought that line in 1998, has achieved profitability. In only two
years, our management team has worked both diligently and successfully in
integrating PowerBoss into Minuteman's culture and systems, eliminating
overlapping expenses and capitalizing on economies of scale.

A word about our fourth quarter earnings. The $76,000 or 6.8 percent decline was
more than accounted for by a one-time service award of $375,000 paid to the
estate of Jerome E. Rau, the company's late chairman and CEO. The award
recognized Jerry's leadership over the past two decades until his untimely death
in September of 2000. The favorable results from operations during the fourth
quarter are a testament to the durability of the strategic concepts my father
formulated in recent years.

In addition, he left the company in a very sound financial condition, with
assets sufficient to fund business or liquidity needs as they arise. Working
capital rose to $32.7 million from $30.3 million a year ago, the current ratio
increased to 5.4 from 4.7, long-term debt is equal to only 29 percent of
shareholders' equity and book value, at $10.25 per share, is greater than the
price of the stock.

We also passed a milestone in our dividend history. Minuteman International paid
its 50th consecutive quarterly cash dividend on February 15, 2001 to
shareholders of record January 31, 2001.

                                       4
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The payment was in the amount of eight cents per share.

Many large expenditures were made in 2000 - for example, plant improvements and
computer software - that will not have to be repeated again anytime soon. An
investment in rotational molding equipment, previously outsourced, is budgeted
to yield savings in the neighborhood of 30-35 percent annually with full payback
in the next 12-18 months. And a new Mitsubishi laser cutter reduces costs while
increasing productivity, quality and safety.

The year 2001 will be a great year for new product debuts. We stand on the
threshold of launching several additions to our lines that were brought to
completion in late 2000. Among these are the Model 4000 Scrubber that combines
the fume-free features of a battery-powered rider sweeper with an industrial
scrubber; the Model 2000 RapidAir carpet floor dryer that cuts drying time in
half for use on and under carpeted surfaces; and the LitterBoss, a
rider-operated sweeper/vacuum for the outdoor market that opens the way for
Minuteman to cross-sell many of its products (lawn care, chemicals, etc.) into
that market.

For all of these reasons and more, I see the year ahead as very bright. This
does not mean there won't be challenges. The outlook for the general economy is
a bit guarded and the future relationship of foreign currencies to the dollar is
unclear. But I believe the general expansion of the sanitary services industry,
the lift from new products and the unrivaled reputation Minuteman enjoys
throughout the world will reward our company with another favorable year.

Sincerely,


Gregory J. Rau

President and Chief Executive Officer
March 15, 2001

                                       5
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Performance, efficiency and comfort combine to make LitterBoss the number one
choice for litter control with ease.

to stand for something.
Value

Minuteman International Best Year In 20 Year History. Profits up 13%. In a year
marked by consolidation in a changing industry, Minuteman International's
profits reached the highest ever attained in a single year in the company's 20
year history. In fact, 2000 was a record breaking year in many ways. Earnings
jumped 13.0% with sales 9.7% ahead of 1999. Operating profit increased 13.2%.
Minuteman achieved these record results through keen management whose steadfast
adherence to a strategic business plan continues to simplify and gain
efficiencies in manufacturing, engineering, customer service, distribution,
marketing, training and product development.

Forbes Magazine Declares Minuteman Among the 200 Best Small Companies in
America. "Those that make the cut are truly gritty survivors"
                                                  -Forbes Magazine
                                                          October 30, 2000 Issue

What does it take to be declared the best? The numbers reflect one story, but
equally satisfying was the recognition the company received in the October 30,
2000 issue of Forbes magazine who declared Minuteman International to be "One of
the 200 best small companies in America".

What does it take to be the best? Minuteman wasn't arbitrarily selected for this
distinction. The company earned it. Consider that according to the criteria used
by Forbes, the short list of companies were selected from more than 8,000
candidates all of whom were filtered through a statistical screen by an
independent service. The Forbes criteria was straightforward. Companies must
meet the following: "Sales between $50 million and $350 million, five years of
consistent sales and earnings-per-share growth four consecutive quarters of net
income surpassing $1 million and combing financial documents for the slightest
scent of trouble: bad debts, lawsuits, slow receivables, funny accounting - all
grounds for dismissal."* We're proud to have made the list and sincerely thank
our outstanding employees and loyal distributors without whose consistent
efforts Minuteman's plans and objectives would never have been realized.

We look forward to another year of shared goals and "gritty" success.

*Forbes Magazine, October 30, 2000 Issue
industry consolidation.

Leadership

Competitive Advantages Open New Doors for Profit.
Rapid consolidation in the floor cleaning industry has resulted in fewer
customers and sharper competition. For Minuteman International, the challenge is
clear - increase manufacturing efficiencies, maintain long-held, stable
relationships with each of our customers, maintain and foster an exceptional
management team, continue to be an acquirer and maintain Minuteman's position as
a market leader with unchallenged product breadth and depth. The acquisition of
PowerBoss, unprofitable when first acquired, continues to generate positive cash
flow as sales in 2000 continued to expand. In addition, acquisitions such as
PowerBoss allow Minuteman to enter the new markets that complement Minuteman's
traditional walk-behind units. For, example, PowerBoss enables Minuteman to
enter new distribution channels such as industrial markets.

                                       6
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Unmatched Product Breadth and Depth -
A Minuteman Signature.
Minuteman continues to be rewarded during this consolidation period with
outstanding sales thanks to continued customer loyalty and ongoing efforts to
maintain and strengthen long-held relationships. Unusual product breadth, marked
by the greatest variety of commercial and industrial floor, carpet and lawn care
equipment for both indoor and outdoor floor surfaces in the industry will
continue to solidify Minuteman as an easy front runner in the industry.

PowerBoss Manufacturing Efficiencies, Innovative Engineering and Operational
Control Propel PowerBoss

PowerBoss, the rider operated industrial floor/surface
maintenance equipment company located in North Carolina, continued its strong
sales and earnings performance. The potential for stronger earnings continues as
PowerBoss' higher priced equipment, with traditionally longer selling cycles,
begins to payoff. In addition, enormous potential for even greater earnings and
market penetration exists thanks to a number of Minuteman initiatives begun
immediately after the late 1998 acquisition of the company. For example, more
efficient, cost effective purchasing combined with Minuteman to increase volume
and therefore offer greater economies of scale. Transferring the PowerBoss
billing, parts and inventory to Minuteman's time-tested computer tracking system
made production, ordering, shipping and purchasing analysis more efficient and
timely. Existing Minuteman quality control standards in all areas including
engineering, production and transportation were implemented into the PowerBoss
operation. Utilizing the strengths of both the Minuteman and the PowerBoss
manufacturing facilities, production of Minuteman's 3800 rider scrubber was
moved to the PowerBoss plant because the facility was better equipped to handle
the larger, rider-operated equipment. Minuteman continues to emphasize its
commitment to quality and the continued successful growth of PowerBoss by
continuing to invest in manufacturing efficiencies at the PowerBoss facility.
The recent addition of a new Mitsubishi laser cutter located at the PowerBoss
facility offers state-of-the-art technology combined with energy-saving
features. Plans also include implementing ISO 9001 Certification procedures.

PowerBoss TSS/82

PowerBoss 26 features an off-aisle pump kit for cleaning hard-to-reach areas.


                                       7
<PAGE>

getting it right, efficiently.
Quality

Manufacturing and Engineering Set Stage for Growth

Cost effective and technologically advanced methods of manufacturing benefit
both Minuteman and customers. Minuteman's unique, direct control over design,
production, product updates, manufacturing technologies, distribution and
quality control, position the company to get it right for customers, every time,
efficiently.

Flexibility in Manufacturing

Efficiency begins with flexibility. The ability to respond quickly to customer
needs and manufacture and assemble equipment that meets the needs of "real"
customers is critical to a profitable and successful outcome. Innovative and
advanced manufacturing methods and assembly at Minuteman facilities are designed
to remain flexible so that easy changeover to new product assembly and
production is simple. For example, fluid assembly lines are designed in "cells"
or autonomous units. Each step of the "cell or station" is clearly documented so
that any new piece of equipment can follow straightforward, step-by-step
assembly instructions. Custom manufacturing finesse combined with detail and
flexibility in design and production, is indicative of Minuteman's dedication to
deliver the highest quality, most cost effective product possible.

Minuteman's manufacturing process is combined with intuitive, team-oriented
management. Production managers meet daily with staff to assure efficient use of
facilities, set realistic goals and make certain that everyone is fully aware of
the daily schedule. In addition, parts, billing, ordering, shipping, purchasing
analysis and inventory control continue to form the backbone of customer service
using Minuteman's efficient, time-tested computer tracking system.

Technological Innovation

Minuteman's dedicated team of engineers and professional product designers work
on specific categories of machines in select product areas such as carpet, hard
floors and concrete to further enhance productivity. These highly trained,
specialized engineers work with one goal in mind to design a product in the most
efficient way that performs at Minuteman's high quality standards and meets
customer needs. Minuteman's team combines field data with CAD-CAM technology, 24
individual U.S. patents, ISO 9001 Certification and new cost-effective methods
of manufacturing. Engineers continue to redesign and develop new and existing
products so that customers benefit through cost savings and more durable,
long-lasting products.

                                       8
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Seasoned Management Team.
Integrity, Leadership, Insight and Professional Experience

Minuteman's long term management team continues to draw from hands-on experience
with Minuteman and their dealers/distributors within the industry. This
exceptionally skilled management group brings years of individual experience,
integrity and long held commitment to the industry and to each Minuteman policy,
product and customer relationship. A seasoned management team with a strong and
succinct business plan, combined with many years of insight and guidance from
late Chairman, Jerome E. Rau, will continue to guide the company successfully
into the future as a leading manufacturer of commercial and industrial floor and
outdoor care equipment for indoor and outdoor floor surfaces, and continue to
enhance Minuteman's performance for shareholders, distributors and employees.

200X Automatic Scrubber

The Minuteman Result Mirror Shine.
Marble Smooth.
Dust-Free.
Wet-Look. Professional.

The next time you hesitate to step on a floor because it looks wet, consider
that Minuteman has probably been there. Intense attention to detail, quality and
performance, combined with a fierce deter- mination to quickly answer customer
needs with innovative cleaning solutions, ensures Minuteman International's
position as one of the frontrunners in the competitve sanitary cleaning
industry.

Minuteman's 3800 Rider Scrubber

new laser cutter adds state-of-the-art technology

                                       9
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Performance

Minuteman's' recent purchase of a technologically sophisticated laser cutter
exemplifies an ongoing commitment to manufacturing sophistication and
efficiency. Located at the company's North Carolina PowerBoss facility, the new
laser cutter cuts raw material up to 3/4 inch thick with unchallenged precision,
intricacy and finish. Edges are smooth with no burrs, therefore eliminating
costly secondary deburing operations. The machine is unique in its ability to
heighten productivity by using a pallet changer that continuously feeds
materials to the laser and therefore increases cutting time. Maximum cutting
performance is achieved by a high-speed cutting device that controls the laser
beam quality according to material type, intricacy or material thickness.
Familiar Window-style screens reduce the amount of time an operator needs for
program manipulation and is designed to accommodate the ergonomics and ease of
use for the operator. For operator safety, a safety area sensor feature detects
anyone entering the processing area from the operation area, and automatically
stops machine movement and processing. Maintenance costs are reduced due to
user-friendly screens which prompt operators to perform parts and replacement
inspections as well. The new laser combines flexibility, precision and the
ability to plan for greater, more efficient future product manufacturing and
development.

New Manufacturing Department Fuels Minuteman Profits and Maintains Quality.
Minuteman's direct control over design, production, manufacturing technologies,
distribution and product updates allows them to gain profits while controlling
quality and timing. The new department, staffed by experienced Minuteman
professional managers, continues this steadfast Minuteman trend.

Versatile, Cost Effective, Rotational Molder

Cost effective, high quality, in-house rotational molding is now possible thanks
to the purchase of a rotational molding machine in October 2000. This means that
molding components currently being purchased from an outside supplier will be
molded at Minuteman's Hampshire plant. The new operation initially will consist
of one rotational molding machine with plans in place for a second machine to be
purchased and installed by late fall 2001. Under the skilled leadership of
professionals with over 32 years combined experience in the industry, this
machine will produce a wide variety of shapes and sizes such as solution
recovery tanks, machine frames, housing and other polyethylene parts to support
the Minuteman and Minuteman Parker lines of floor care equipment. The equipment
uses heat to melt and fuse plastic resin in a closed mold. Unlike most plastic
processes, no pressure is involved. The simple three-stage process includes
loading the resin in the mold, heating and fusion of the resin and cooling and
unloading the mold. When in full operation, Minuteman will benefit from the
substantial cost savings in product and freight as well as allow direct control
over quality and innovative, timely, design updates.

                                       10
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New Robotic Welder Adds Fast-Turning, Fast Payback Production
Minuteman's commitment to efficiency, quality and cost-effectiveness is sharply
demonstrated by the recent purchase of a Versa RCT robotic welding system.
Located in the company's headquarters in Addison, Illinois, the new Versa RCT is
configured to weld parts which are tooled and programmed by Minuteman
International. The new system greatly enhances Minuteman's production and
includes an extremely fast 84-inch diameter weld turntable which completes its
180-degree sweep in 2-2.5 seconds and is capable of handling 750 pounds on each
side of the table. The fast turning time yields more parts per hour, which
returns a faster payback. Specifically, the Versa RCT includes a six-axis robot
and controller. The robot is mounted in the center of the table so that the
working envelope of the robot matches the table diameter. The table and the
robot are one unit which enables the system to be moved and returned to
production without touch-up of programs. The new Versa RCT robotic welding
system combines speed, flexibility in programming and more options for today's
productivity.

Minuteman Europe
Minuteman Europe Penetrates Competitive Market With Nearly Double Digit Sales
Increase

Despite the strength of the dollar versus local European currencies, Minuteman
Europe was still able to post nearly a double digit increase as compared to the
previous year. This substantial performance was due to Minuteman Europe's
dedicated focus on establishing and building solid distributor relationships and
penetrating the market with new products, proven growth strategies, aggressive
marketing efforts, direct customer service, cost containment and more efficient
distribution. Minuteman solidified its commitment to the European market several
years ago through the maintenance and success of a Netherland's warehouse
especially designed to stock CE-approved machines to allow for more timely
delivery to European customers as well as to bolster a growing presence in the
market.

Minuteman's Dynamic Web Site
www.minutemanintl.com

Minuteman's web site continues to be a popular destination for customers,
distributors and worldwide sales efforts. Recording thousands of visits per day,
the site continues to offer shareholders and visitors complete information about
Minuteman Floor Cleaning Equipment, PowerBoss, Multi-Clean Chemicals, Minuteman
Parker as well as current product news releases, international news, site
locations, company history, financial report and current information and notes
from across the floor cleaning industry. This year, the site introduced a New
Dealer Page which allows distributors to purchase refurbished equipment and
facilitates other needs such as the ability to download new color photos of
products for use in dealer advertisements. In addition, the website provides
another avenue through which Minuteman can deliver high quality information
about products, directly generate new business by offering immediate access to
Minuteman, and stand as an easy way for customers to access the best product for
their individual cleaning application.

                                       11
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An Eye To the Future

ORACLE Forecasts, Analyzes and Expands Minuteman Insight. One of the finest
operational software programs for manufacturers will usher Minuteman into a new
era of quick information at the touch of a finger. The Oracle system will go
live in the year 2001 and offers the ability to custom design programs
specifically suited to Minuteman International. Management will be able to
utilize and analyze information clearly and quickly to access more comprehensive
sales data, customer information, manufacturing and production output. The
software is designed to accommodate changing Minuteman needs and marketplace
changes for many years.

www.minutemanintl.com
www.multi-clean.com
www.parkersweeper.com
All hot-linked to Minuteman PowerBoss at www.powerboss.com

marketing savvy.
     relationship building.

Integrity

Distributors Profit

Maintaining and nurturing solid long-time relationships with distributors is a
major force within the Minuteman philosophy. In fact, building solid
relationships with distributors is a key element in the success of Minuteman.
Sales incentives, targeted end-user advertising campaigns, and direct sales
opportunities for distributors help Minuteman and distributors flourish. Both
national advertising and marketing campaigns bolster the Minuteman product line
and distributors through expanded market visibility and by direct response leads
gathered from industry publications which are then distributed directly to
applicable distributors.

                                       12
<PAGE>

Aggressive New Products Fuel Frontrunner Position
4000 Sweeper Scrubber

Powerful, Dual Performance in a Rider Sweeper/ Rider Scrubber Rugged, powerful
and maneuverable, Minuteman PowerBoss's updated and inventive 4000 Sweeper
Scrubber, combines the fume-free convenience of battery power with an industrial
mid-sized sweeper scrubber. The 4000 features dust controlled sweeping in a
large 50 inch path into a 6 cubic foot hopper that can be power dumped to a
height of 60 inches. The 4000 is also a full capacity scrubber with a 40-inch
scrub path that includes Edge Scrub capability. The 65-gallon solution and
recovery tank incorporate Minuteman's exclusive Maxi-WallTM System. Designed for
efficiency, the 4000 Sweeper/Scrubber includes a 600 amp-hour industrial battery
for full-shift runtime. The operator is strategically seated for 360 degrees
maximum visibility. Proven solid state controls are utilized in this design
providing convenience for the operator and maximizing cleaning productivity. The
new PowerBoss 4000 Sweeper/Scrubber sweeps and scrubs deep down handling even
the most difficult to clean applications.

RapidAir
Optimum Airflow Performance

Minuteman's RapidAir Carpet/Floor Dryer is designed to create and channel
airflow while maximizing CFM. RapidAir provides optimum performance with a
powerful 3/4 HP motor that generates 4,100 CFM to slash dry time in half.
RapidAir offers optimum performance when pitched at a 45 degree or 90 degree
angle to circulate airflow, or when placed on or under carpeted surfaces for
concentrated airflow. RapidAir's exclusive interlocking design makes it possible
to safely stack and secure multiple machines for increased airflow. Constructed
of durable rotationally molded polyethylene, RapidAir is noncorrosive and the
polypropylene fan blade provides maximum CFM in a light weight compact unit.

New Markets, New Opportunities
PowerBoss Enters Outdoor Cleaning Market

In keeping with an aggressive long-term business plan, PowerBoss entered the
outdoor cleaning market in 2000 with a new product, LitterBoss(TM), a rider
operated litter sweeper/vacuum. The move demonstrates an ongoing initiative to
expand into new markets as the floor cleaning industry consolidates. The
opportunity to develop a new distribution channel and establish a new market
will continue to bolster Minuteman's position as a front runner. LitterBoss is a
natural extension of the PowerBoss product line and directly compliments
Minuteman Parker, which offers a wide variety of lawn, turf and industrial
maintenance equipment, and allows the company to cross-sell many products into
the outdoor cleaning market.

                                       13
<PAGE>

LitterBoss(TM)
The Answer to All Litter Issues
Performance, Efficiency and Comfort

Minuteman's new LitterBoss is a litter pick-up problem solver. Offering the
convenience and comfort of a rider, the LitterBoss sweeps and vacuums litter
virtually anywhere it collects. The wide 68 inch sweep path features two side
brushes that are actuator controlled to raise and lower simply with the push of
a button while the brushes rotate to sweep litter towards the center vacuum
shoe. Minuteman engineers considered customer needs when designing front mounted
spray jets which expel a light mist to keep dust to a minimum. The LitterBoss
picks up broken glass, soda cans, cigarette butts, food spills and more, from
sidewalks, curbs, parking lots, alleys and landscaped areas. A convenient 14
foot accessory hose vacuums up debris in hard to reach areas such as under and
around picnic tables and benches, trees, lamp posts, signage and fences.
Performance, efficiency and comfort combine to make LitterBoss the number one
choice for litter control with ease.

Automatic Scrubbers

Minuteman Expands One of the Largest Lines of Dynamic Scrubbers in the Industry
Minuteman's updated and inventive new scrubber, 4000 Sweeper Scrubber, which
combines the strength of battery rider sweepers with rider scrubbers, adds
another powerful scrubber to an existing product line defined by unmatched
product breadth and depth. Minuteman's ingenuity and ability to listen and
respond to customer needs consistently challenges the competition by offering a
wide variety of scrubber cleaning paths ranging from 17" to 40" with coverage
from 18,000 to 44,000 sq. ft. per hour. Minuteman's scrubbers are designed to
fill a variety of customer floor cleaning needs. The 170 and 200 compact
walk-behind scrubbers clean small to mid-sized floors with easy operation,
increased maneuverability and high performance. The 260, 320 and 380 automatic
scrubbers maneuver at the touch of a hand and offer simplified, user-friendly
controls. All Minuteman automatic scrubbers are ergonomically designed to allow
for greater operator comfort and control and continue to outperform the
competition and provide a solid foundation for Minuteman. Recent additions to
the scrubber line, such as the 200X, the 3800 Rider Scrubber and the 4000
Sweeper Scrubber, support Minuteman's dedication to focus on customer needs and
provide a wide variety of solutions for every floor cleaning need.

                                       14
<PAGE>

Burnishers and Floor Machines
Unique, Patented PAMS(R) Dust Control Keeps Minuteman's Popular Burnishers
Leading the Market

Minuteman's burnishers feature a non-fatigue design and offer a patented Passive
Air Management System (PAMS). Unlike any other burnishers in the industry, PAMS
keeps Minuteman's 1500, 2400, 2600 and 2700 ABS burnishers leading the market,
year after year. In addition to high productivity and increased labor savings,
Mirage(R) propane burnishers offer dimension and added depth to the Minuteman
product line. More powerful and dynamic engines combined with Minuteman's
exceptional performance and engineering, deliver some of the most powerful
propane burnishers on the market today. Minuteman's 17" or 20" Front Runner
Series floor machines combine high durability and operator safety with a
competitive pricing structure and complete one the largest floor machine and
burnisher lines in the industry.

Carpet Care Machines

Aggressive, Power-Packed Carpet Care Machines Deliver Dependable, Reliable, High
Quality Minuteman Results Minuteman's carpet care equipment is a powerful choice
for carpet maintenance and is designed to minimize operator fatigue while
offering a wide variety of machine and floor care products. New to Minuteman's
carpet care products in 2000 is the RapidAir Carpet/Floor Dryer designed to
create and channel airflow when placed on or under carpeted surfaces for
concentrated airflow. The new addition compliments the daily dependability of
the Multi-Purpose Vacuum (MPV(R)) upright, to the total care approach of the
Ambassador(TM) Series extractors. All of Minuteman's dependable carpet care
workhorses feature excellent operator visibility and reliable results, every
time.

Indoor/Outdoor Sweepers

Professional Sweepers Bolster Minuteman's Position as a Front Runner

PowerBoss' new LitterBoss(TM) is just one example of the strength and depth of
the Minuteman product line and their commitment to outpace the competition. The
addition of a rider sweeper, the LitterBoss, which sweeps and vacuums litter
anywhere it collects, will compliment the Minuteman Parker line as well. The
wide 68" sweep path featuring two side brushes and front mounted spray jets, to
keep dust to a minimum, make the LitterBoss a high quality, efficient performer
that comfortably joins Minuteman's outstanding performers, PowerBoss Armadillo
Sweepers and Parker outdoor lawn and vacuum sweepers. Kleen Sweep 27 is ideal
for machine shops, stock rooms, parks, small yards, and is a cost effective
option for cleaning up to 31,000 sq. ft. per hour. Kleen Sweep 45 is a compact
Rider Sweeper designed for sweeping narrow spaces and reducing maintenance costs
and cleaning time. Sweeping a big 84,000 square feet per hour, Kleen Sweep 45 is
another powerful example of a front runner - Minuteman.

                                       15
<PAGE>

Critical Filter Vacuums

Absolute Filtration in Safe and Powerful Vacuums

Critical Filter Vacuums require both safety and efficiency. To guarantee
efficiency, Critical Filter Vacuums are designed to be easy to use, are
available in a wide variety of sizes and are created for specific hazardous
waste applications. Users are able to select the Minuteman vacuum that best
suits their unique hazardous waste removal needs. For example, the 55 Gallon
Explosion-Proof Vacuum is designed for use where flammable gases, vapors or
finely pulverized dust may be present. The CRV(TM) Clean Room Vacuum is
specifically applicable to Class 1 through Class 100,000 cleanrooms,
pharmaceutical labs, gowning areas, air showers, biological labs and computer
rooms. The Mercury Vacuum series is designed for the handling and disposing of
mercury-based residue.

The "Minuteman Result". Mirror Shine. Marble Smooth. Dust Free. Professional.

multi-clean(R)

Innovation

Innovative Products, Professional Staff and Unique Systems Propel Multi-Clean

"We've run into cases where people felt that our Ultra Bright Coating was too
glossy and looked wet. As a result, we'll introduce the satin version of the
coating. It's just another example of how our dynamic staff continues to meet
the needs of each customer and, in turn, satisfy the needs of future users. I'm
very proud of our efforts and outstanding results this year. It's a tribute to a
real team effort."

                      Mike Rau, Vice-President, Multi-Clean

Multi-Clean continues to carve a sharp edge in the chemical manufacturing
industry. Multi-Clean's aggressive and outstanding performance is a direct
result of a dynamic team of professionals working together to deliver and
develop some of the most effective and efficient chemical products for all floor
types including resilient tile, hard floors, carpet, concrete and wood.
Aggressive growth is also supported by innovative new products such as the Ultra
Violet Floor Care System, as well as new and improved products such as the
Eliminator 3, a ready-to-use foaming spray cleaner for dirt and grease primarily
on walls, with improved cleaning power and fragrance; the reintroduction of two
new bowl cleaners - the 950 featuring 9.5% Hydrochloric acid, and the 2300 which
offers 23% hydrochloric acid for maximum cleaning strength. Both products are
now registered for use in all 50 states and offer exceptional germicidal
activity. Many of these innovative product introductions are in response to
Multi-Clean's continuing efforts to broaden existing relationships within its
current target markets. Continued growth is also possible through Multi-Clean's
long-held dedication to high quality state-of-the-art research and development,
where talented chemists and professional engineers are supported by a dynamic
sales team dedicated to delivering the very best floor care and chemicals
available.

                                       16
<PAGE>

Unchallenged Ultra Violet Floor Care System
Multi-Clean's Future Floor Care Vision Takes Shape

In its first full year of direct sales, Multi-Clean's Ultra Violet Floor Care
System leads the Company's dramatic growth. In addition to driving sales, the UV
system offers Multi-Clean sales professionals the opportunity to demonstrate a
new floor care system, which performs better than conventional methods, and
allows a talented sales force to cross-sell other Multi-Clean products such as
floor cleaners, toilet bowl cleaners and disinfectants.

"We're selling a complete system that includes machines and chemical usage
together. The incremental ongoing sales of those elements will continue to drive
profits."

                      Mike Rau, Vice President, Multi-Clean

The Ultra Violet Floor Care System has united Minuteman International, designers
and manufacturers of the UV-22 machine, and Multi-Clean, creators of chemicals
for the UV system, as a dynamic team force. Together, the two powerhouse
companies will continue to engineer, purchase, test and further develop
chemicals and equipment designed to provide ever-improving floor care solutions
to customers.

Worldwide Multi-Clean Sales Expand

Multi-Clean successfully launched the UV System in the Pacific Rim as well as in
Western Europe. In addition, the Ultra Violet System was introduced last year at
the Interclean Trade Show in Amsterdam to rave reviews. Similar to US sales of
the Ultra Violet System, incremental sales of chemicals and other Multi-Clean
products added to the tremendous increase in volume.

                                       17
<PAGE>

Minuteman(R)Parker(R)
For Over a Century, the Professional Landscaper's Choice for Performance,
Reliability and Quality Minuteman Parker adds depth to Minuteman's wide variety
of floor care options in addition to providing a wide variety of lawn, turf and
industrial maintenance equipment. Located at Minuteman's Hampshire facility,
Minuteman Parker products include high quality lawn sweepers, litter vacuums,
dethatchers, wheeled blowers, chipper shredder vacuums and portable truck
loaders. This exciting product line continues to bring diversity and strength to
Minuteman by selling its products through, but not limited to, the janitorial
and cleaning industries as well as lawn/garden and roofing/paving distribution
channels. These additional distribution channels offer Minuteman another avenue
through which to answer customer needs and to cross-sell additional products.
Minuteman Parker products have been the choice of professional landscapers and
discriminating consumers for over a century. Minuteman Parker's distinguished
reputation in the market is well known and adds substantial value to the
Minuteman brand.

Watch for Multi-Clean's new Restroom Pack, a set of high performance restroom
sanitation products including 6 cleaners: Fresh 100, a non-acid bowl cleaner;
Multi-Shine Cleaner, for glass and surface cleaning; GTS Foaming Disinfectant
Cleaner, a cleaner, disinfectant, deodorizer for all restroom surfaces;
Phos-Clean, a bowl and tile cleaner with 20% phosphoric acid; Freshence, an air
freshener-deodorant; and MAC(R) Plus, a restroom maintenance cleaner to clean
soap scum and hard water deposits.

Minuteman Parker Thatch-o-Matic(R)

Minuteman International Financial Report     2000

Management's Discussion and Analysis of
Results of Operations and Financial Condition

Results of Operations
Earnings

The Company achieved record net sales and net income during 2000. Net income for
the year 2000 increased 13.0% over 1999 to $4,526,000 or $1.27 per share. Net
sales for 2000 once again reached record levels increasing 9.7% over 1999 to
$85,195,000. Net sales of commercial and industrial products across all product
lines, except for lawn and garden, were especially strong domestically.
International sales, while showing an increase of 9.4% in 2000, were adversely
affected by the strong dollar, particularly in Europe. As a result of this
higher volume while being able to control costs, gross profit as a percent of
sales increased to 30.8% over 30.4% reported in 1999. Operating income for 2000
improved 13.2% to $7,657,000 due to these factors.

                                       18
<PAGE>

For 1999 net income increased 20.3% to $4,007,000 or $1.12 per share compared
with $3,332,000 or $.93 per share in 1998. Net sales in 1999 increased 35.4% to
$77,682,000 as compared to 1998. This increase was due primarily to the
inclusion of twelve months of revenue related to the products of PowerBoss,
acquired in November 1998, compared to only one month in 1998. This increase
also was attributed to strong domestic sales of commercial products in 1999 as
well as a rebound in some international markets, which were depressed in 1998.
Gross profit during 1999 as a percent to net sales was 30.4% reflecting lower
margins on PowerBoss industrial products but offset in part by higher volume and
improved margins on commercial products. As a result, operating income improved
34.8%, from $5,017,000 to $6,763,000, which was reduced by interest expense of
$863,000 (related principally to the debt from the PowerBoss acquisition).
Included in 1999 other income/expense is the non-recurring gain related to the
successful settlement of patent litigation.

Selling Expenses

Selling expenses, as a percent to net sales, increased from 16.6% in 1999 to
16.7% in 2000. Increased costs associated with rising group insurance costs and
additional amounts resulting from higher uncollectible accounts contributed to
the total increase in these expenses.

Selling expenses, as a percent to net sales, decreased from 18.4% in 1998 to
16.6% in 1999. The decrease resulted primarily from an increase in sales over
1998, which more than offset higher personnel and promotional expenses as well
as incremental PowerBoss expenses in 1999.

General and Administrative Expenses

These expenses increased 10.9% over 1999 due primarily to higher casualty
insurance costs, and a one time service award approved by the Board of Directors
of $375,000 paid in the fourth quarter to the estate of Jerome E. Rau in
recognition of his 20 years of leadership of the Company prior to his untimely
death on September 20, 2000. These increases were offset in part by lower
professional fees in 2000 associated with litigation.

For 1999 these expenses increased 60.7% from 1998 due primarily to higher
professional fees related to litigation and personnel expenses, as well as
incremental PowerBoss expenses in 1999.

Other Income/Expense

The Company incurred interest expense, related principally to the debt from the
PowerBoss acquisition in 1998, of $810,000, $863,000 and $196,000 in 2000, 1999
and 1998 respectively. Interest expense also resulted from the purchases of
inventory and capital expenditures in 1999 and 1998.

In 2000 interest income increased $130,000 from 1999 as a result of higher
investable funds, while other income in 2000 decreased $187,000 which was
primarily the result of the non-recurring successful patent infringement
settlement that occurred in 1999. In 1999 other income, net decreased $84,000
compared to 1998 due primarily to the gain recognized on the sale of our former
Glendale California warehouse facility in 1998, offset in part by the successful
settlement of patent infringement litigation against an industry competitor.

                                       19
<PAGE>

Income Taxes

The effective tax rate was 36.9%, 36.3% and 36.7% for 2000, 1999 and 1998,
respectively. The increase in the 2000 rate is caused by reduced benefits from
research and development credits and our Foreign Sales Corporation. The decrease
in the 1999 rate was caused principally by increased benefits received from our
Foreign Sales Corporation, which includes the incremental effects of the
PowerBoss export business.

Inflation

Inflation has not had a significant impact on the Company's business during the
past three years.

Financial Condition Liquidity and Capital Resources and Financial Position

The Company had working capital of $32.7 million and $30.3 million at December
31, 2000 and 1999, respectively. This represented a current ratio of 5.4 and 4.7
for those years, respectively. Cash, cash equivalents and short-term investments
represented 11.2% and 12.1% of this working capital at December 31, 2000 and
1999, respectively. This decrease in 2000 was due primarily to payment of
long-term debt and purchases of property, plant and equipment. This increase in
1999 was due primarily to improved collection of receivables during 1999.

At December 31, 2000 and 1999, the Company had shareholders' equity of $36.6
million and $33.3 million, respectively, which when compared to total
liabilities represented an equity to liability ratio of 2.0 and 1.6,
respectively.

The Company has more than sufficient capital resources and is in a strong
financial position to meet business and liquidity needs as they arise. The
Company foresees no unusual future events that will materially change the
aforementioned summarization.

Intangible Assets

Intangible assets represent 10.1% and 10.9% of total assets and 15.1% and 17.5%
of shareholders' equity at December 31, 2000 and 1999, respectively. These
intangible assets were primarily recorded as the result of the November 1998
PowerBoss acquisition (see note C to the consolidated financial statements). The
Company does not believe there has been any impairment in this asset at December
31, 2000 and 1999, in accordance with Statements of Financial Accounting
Standards No. 121 "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of". If it became probable that the projected
future undiscounted cash flows of acquired assets were less than the carrying
value of intangible assets, the Company would recognize an impairment loss in
accordance with the provisions of SFAS No. 121.

Market Risk

The Company's earnings and cash flow are subject to fluctuations due to changes
in foreign currency exchange rates. Currently these earnings and foreign
currency translation adjustments have not been material to the overall financial
results of the Company.

The Company has also entered into an interest rate swap agreement to obtain a
fixed interest rate on variable rate debt to reduce certain exposures to
interest rate fluctuations. In the event that a counterparty fails to meet the
terms of the interest rate swap agreement, the Company's exposure is limited to
the interest rate differential. The Company manages the credit risk of
counterparties by dealing only with institutions that the Company considers
financially sound. The Company considers the risk of nonperformance to be
remote.
                                       20
<PAGE>


                       Consolidated Statements of Income

<TABLE>
<CAPTION>
                                                              Year Ended December 31
                                                 --------------------------------------------
                                                      2000            1999            1998
                                                 ------------    ------------    ------------
<S>                                              <C>             <C>             <C>
Net sales                                        $ 85,195,000    $ 77,682,000    $ 57,380,000
Cost of sales                                      58,913,000      54,034,000      39,333,000
                                                 ------------    ------------    ------------
      Gross profit                                 26,282,000      23,648,000      18,047,000

perating expenses
      Selling                                      14,202,000      12,896,000      10,548,000
      General and administrative                    4,423,000       3,989,000       2,482,000
                                                 ------------    ------------    ------------
            Operating expenses                     18,625,000      16,885,000      13,030,000
                                                 ------------    ------------    ------------
            Income From Operations                  7,657,000       6,763,000       5,017,000
Other income (expense)
      Interest income                                 202,000          72,000          32,000
      Interest expense                               (810,000)       (863,000)       (196,000)
      Other - net                                     129,000         316,000         400,000
                                                 ------------    ------------    ------------
            Other income (expense)                   (479,000)       (475,000)        236,000
                                                 ------------    ------------    ------------
            Income Before Income Taxes              7,178,000       6,288,000       5,253,000

Provision (credit) for income taxes
      Current                                       2,752,000       2,291,000       1,766,000
      Deferred                                       (100,000)        (10,000)        155,000
                                                 ------------    ------------    ------------
            Provision For Income Taxes              2,652,000       2,281,000       1,921,000
                                                 ------------    ------------    ------------
            Net Income                           $  4,526,000    $  4,007,000    $  3,332,000
                                                 ============    ============    ============
Net income per common share--basic and diluted   $       1.27    $       1.12    $        .93
                                                 ============    ============    ============
</TABLE>

                See notes to consolidated financial statements.


                                       21

<PAGE>

                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                     December 31
                                                            ----------------------------
                                                                 2000            1999
                                                            ------------    ------------
<S>                                                         <C>             <C>
Assets
Current Assets
      Cash and cash equivalents                             $    975,000    $    332,000
      Short-term investments                                   2,696,000       3,332,000
      Accounts receivable, less allowances of
        $562,000 in 2000 and $469,000 in 1999                 15,897,000      14,935,000
      Due from affiliates                                        604,000         354,000
      Inventories                                             18,831,000      18,527,000
      Prepaid expenses                                           224,000         228,000
      Refundable income taxes                                    312,000         267,000
      Deferred income taxes                                      565,000         420,000
                                                            ------------    ------------
            Total Current Assets                              40,104,000      38,385,000
Property, Plant and Equipment
      Land                                                       820,000         820,000
      Building and improvements                                6,294,000       5,983,000
      Machinery and equipment                                 11,735,000      10,886,000
      Office furniture and equipment                           3,550,000       3,265,000
      Transportation equipment                                 1,060,000       1,472,000
                                                            ------------    ------------
                                                              23,459,000      22,406,000
      Accumulated depreciation                               (14,250,000)    (12,993,000)
                                                            ------------    ------------
                                                               9,209,000       9,413,000
Intangible Assets--Net of amortization of
   $754,000 in 2000 and $442,000 in 1999                       5,513,000       5,825,000
                                                            ------------    ------------
                                                            $ 54,826,000    $ 53,623,000
                                                            ============    ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
      Current maturities of long term debt                  $  1,500,000    $  1,500,000
      Accounts payable                                         2,574,000       3,359,000
      Accrued expenses                                         3,366,000       3,235,000
                                                            ------------    ------------
            Total Current Liabilities                          7,440,000       8,094,000
Long-Term Debt, less current maturities                       10,500,000      12,000,000
Deferred Income Taxes                                            310,000         265,000
Shareholders' Equity
      Common stock, no-par value
      Authorized shares - 10,000,000
      Issued and outstanding shares-
      3,568,385 in 2000 and 1999                               6,396,000       6,396,000
      Retained earnings                                       30,408,000      27,060,000
      Cumulative foreign currency translation adjustments       (228,000)       (192,000)
                                                            ------------    ------------
                                                              36,576,000      33,264,000
                                                            ------------    ------------
                                                            $ 54,826,000    $ 53,623,000
                                                            ============    ============
</TABLE>

                See notes to consolidated financial statements.

                                       22
<PAGE>

                           Consolidated Statements of
                              Shareholders' Equity

<TABLE>
<CAPTION>
                                                      Years Ended December 31, 1998,
                                                               1999 and 2000
                                 ----------------------------------------------------------------------
                                                Common Stock                Cumulative Foreign
                                   ---------------------------------------       Currency
                                   Number of                     Retained      Translation
                                    Shares         Amount        Earnings      Adjustments     Total
                                   ---------    -----------    -----------     -----------  -----------
<S>                                <C>          <C>            <C>             <C>          <C>
Balance at January 1, 1998         3,568,385    $ 6,396,000    $22,862,000     $(176,000)   $29,082,000
      Dividends (.44 per share)                                 (1,570,000)                  (1,570,000)
      Net income                                                 3,332,000                    3,332,000
      Translation adjustment                                                     (70,000)       (70,000)
                                                                                            -----------
      Comprehensive income                                                                    3,262,000
                                   ---------    -----------    -----------     ---------    -----------
Balance at December 31, 1998       3,568,385      6,396,000     24,624,000      (246,000)    30,774,000
      Dividends (.44 per share)                                 (1,571,000)                  (1,571,000)
      Net income                                                 4,007,000                    4,007,000
      Translation adjustment                                                      54,000         54,000
                                                                                            -----------
      Comprehensive income                                                                    4,061,000
                                   ---------    -----------    -----------     ---------    -----------
Balance at December 31, 1999       3,568,385      6,396,000     27,060,000      (192,000)    33,264,000
      Dividends (.33 per share)                                 (1,178,000)                  (1,178,000)
      Net income                                                 4,526,000                    4,526,000
      Translation adjustment                                                     (36,000)       (36,000)
                                                                                            -----------
      Comprehensive income                                                                    4,490,000
                                   ---------    -----------    -----------     ---------    -----------
Balance at December 31, 2000       3,568,385    $ 6,396,000    $30,408,000     $(228,000)   $36,576,000
                                   =========    ===========    ===========     =========    ===========
</TABLE>

                See notes to consolidated financial statements.

                                       23
<PAGE>

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                              Year Ended December 31
                                                                       2000           1999            1998
                                                                  ------------    -----------    ------------
<S>                                                               <C>             <C>            <C>
OPERATING ACTIVITIES
Net income                                                        $  4,526,000    $ 4,007,000    $  3,332,000
Adjustments to reconcile net income to net cash
provided by operating activities:
      Depreciation                                                   1,666,000      1,636,000       1,547,000
      Amortization                                                     312,000        312,000          39,000
      Deferred income taxes (credit)                                  (100,000)       (10,000)        155,000
      Other                                                            (36,000)        54,000         (70,000)
Changes in operating assets and liabilities:
      Accounts receivable and due from affiliates                   (1,212,000)      (127,000)     (2,691,000)
      Inventories                                                     (304,000)    (1,511,000)     (1,056,000)
      Prepaid expenses and refundable income taxes                     (41,000)      (209,000)       (142,000)
      Accounts payable, accrued expenses and income taxes             (654,000)       579,000       1,126,000
                                                                  ------------    -----------    ------------
            Net Cash Provided by Operating Activities                4,157,000      4,731,000       2,240,000
Investing ACTIVITIES
      Purchase of AAR PowerBoss                                                                   (11,631,000)
      Purchases of property, plant and equipment, net               (1,462,000)    (1,097,000)     (1,670,000)
      Purchases of short-term investments                                          (3,331,000)
      Maturities of short-term investments                             636,000                        157,000
                                                                  ------------    -----------    ------------
            Net Cash Used in Investing Activities                     (826,000)    (4,428,000)    (13,144,000)
Financing ACTIVITIES
      Proceeds from long-term debt                                                                 13,500,000
      Payment of long-term debt                                     (1,500,000)
      Dividends paid                                                (1,178,000)    (1,571,000)     (1,570,000)
                                                                  ------------    -----------    ------------
            Net Cash Provided by (Used in) Financing Activities     (2,678,000)    (1,571,000)     11,930,000
                                                                  ------------    -----------    ------------
            Increase (Decrease) in Cash and Cash Equivalents           653,000     (1,268,000)      1,026,000
                                                                  ------------    -----------    ------------
Cash and Cash Equivalents at Beginning of Year                         322,000      1,590,000         564,000
                                                                  ------------    -----------    ------------
Cash and Cash Equivalents at End of Year                          $    975,000    $   322,000    $  1,590,000
                                                                  ============    ===========    ============
</TABLE>

                See notes to consolidated financial statements.

                                       24
<PAGE>

Notes to Consolidated Financial Statements

Note A - Business Information

Minuteman International, Inc. (the "Company") operates primarily in one business
segment, which consists of the development, manufacture and marketing of
commercial and industrial floor maintenance equipment and related products. The
Company sells to a multitude of regional, national and international customers,
primarily within the sanitary supply industry. No single customer accounted for
more than ten percent of net sales in 2000, 1999 or 1998.

The Company sells to affiliated (see Note H) and unaffiliated customers in
foreign countries. For 2000, 1999, and 1998, these sales aggregated $17,896,000,
$16,351,000 and $10,642,000, respectively, and were principally to customers in
Canada, the Pacific Rim, the Middle East, Europe, and Latin America.

NOTE B - Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company (an
Illinois corporation) and its wholly-owned subsidiaries, Multi-Clean, Minuteman
PowerBoss, Inc., Minuteman Canada, Inc., Minuteman European B.V. and Minuteman
International Foreign Sales Corporation. Significant intercompany accounts and
transactions have been eliminated in consolidation.

Revenue Recognition

The Company recognizes sales upon transfer of title of product, generally upon
shipment of its products, net of applicable provisions for discounts and
allowances. The Company also provides for its estimate of warranty and bad debts
at the time of sales.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

                                       25
<PAGE>

Inventories

Inventories are stated at the lower of cost or market using the
last-in, first-out (LIFO) method for a majority (2000-51%, 1999-54%) of
inventories and the first-in, first-out (FIFO) method for the remainder.
Inventories at December 31, 2000 and 1999 consist of the following:

<TABLE>
<CAPTION>
                                 2000            1999
                            ------------    ------------
<S>                         <C>             <C>
Inventories at FIFO cost:
Finished goods              $  8,216,000    $  7,760,000
Work in process                8,562,000       8,451,000
Raw materials                  4,108,000       4,403,000
                            ------------    ------------
                              20,886,000      20,614,000
Less LIFO reserve             (2,055,000)     (2,087,000)
                            ------------    ------------
Total Inventories           $ 18,831,000    $ 18,527,000
                            ============    ============
</TABLE>


Property, Plant and Equipment

Property, plant and equipment are stated on the basis of cost. Depreciation is
computed by both the straight line and accelerated methods for financial
reporting purposes and by the accelerated method for tax purposes. Estimated
useful lives for buildings and improvements range from 15 to 40 years. All other
property, plant and equipment lives range from 3 to 7 years.

Intangible Assets

The Company has classified as intangible assets the cost in excess of the fair
value of net assets of businesses acquired. Amortization is computed on a
straight line basis over twenty years.

The Company does not believe there has been any impairment in this asset at
December 31, 2000 and 1999, in accordance with Statement of Financial Accounting
Standards (SFAS) No. 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of". If it became probable that the
projected future undiscounted cash flows of acquired assets were less than the
carrying value of intangible assets, the Company would recognize an impairment
loss in accordance with the provisions of SFAS No. 121.

Income Taxes

Income taxes have been provided using the liability method. Under this 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.

Net Income Per Common Share

Net income per common share is based on the weighted average number of common
shares outstanding during each year (3,568,385 in 2000, 1999 and 1998). Basic
and fully diluted earnings per share are the same amounts.

                                       26
<PAGE>

Foreign Currency Translation

The functional currency of the Company's foreign subsidiaries is the local
currency. Accordingly, the balance sheet accounts of the foreign subsidiaries
have been translated into United States dollars using the current exchange rate
at the balance sheet date and income statement amounts have been translated
using the average exchange rate for the year. Foreign currency translation
adjustments resulting from the change in exchange rates have been classified as
a separate component of shareholders' equity.

Cash Equivalents

The Company considers all bank certificates of deposit and Eurodollar
certificate investments with a maturity of three months or less when purchased
to be cash equivalents.

Short-Term Investments

Short-term investments have been categorized as available for sale and are
stated at cost, which approximates fair value. Investments, all of which are
with domestic commercial banks, include certificates of deposit and Eurodollar
and treasury certificates.

Research and Development Expenses

Research and development expense for 2000, 1999 and 1998, approximated
$1,459,000, $1,329,000 and $1,118,000 respectively.

Shipping and Handling Costs

The Company classifies shipping and handling costs it incurs as selling expenses
in the accompanying consolidated statements of income. Shipping and handling
costs in 2000, 1999 and 1998 were $907,000, $797,000 and $777,000, respectively.
All shipping and handling amounts billed to customers are classified as net
sales and the associated costs are recorded as cost of sales.

Reclassifications

Certain amounts in the 1999 and 1998 financial statements, as previously
reported, have been reclassified to conform to the 2000 presentation. Net sales
and cost of sales amounts have been increased to reflect the reclassification of
freight costs billed to customers. Previously, such billings were recorded net
of the related costs in selling expenses.

New Accounting Pronouncements

During 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (the Statement),
which was amended by SFAS No. 137 and SFAS No. 138. Provisions of the Statement
are required to be adopted for years beginning after June 15, 2000 and will
require the Company to recognize all derivatives in the balance sheet at fair
value. The Company adopted the Statement in its amended form effective January
1, 2001, and estimates that the adoption of the Statement will not be material
to its operations, financial position or cash flows.

                                       27
<PAGE>

NOTE C - Acquisition

On November 23, 1998, the Company entered into an Asset Purchase Agreement with
AAR PowerBoss, Inc., ("PowerBoss") for the acquisition of substantially all of
the net assets and assumption of certain liabilities of PowerBoss. PowerBoss
designs, manufactures, and repairs ride-on and walk-behind sweepers and
scrubbers for floor and carpet care for use in industrial applications. The cash
purchase price, including related acquisition costs, was $11,494,000, after
final purchase price adjustment. The acquisition was accounted for as a
purchase. Accordingly, the accounts and transactions of PowerBoss have been
included in the consolidated financial statements since the date of acquisition.
The acquisition was financed with borrowed funds from the long-term debt
agreement entered into on November 18, 1998 (see Note D). The aggregate
consideration has been allocated to the assets of PowerBoss based upon their
respective fair market values. The excess of the purchase price over the fair
value of the net assets acquired (intangible assets) in 1998 approximated
$5,950,000 and is being amortized over 20 years.

NOTE D - Debt

Short Term Debt
The Company entered into an unsecured Line of Credit arrangement for short-term
debt with a financial institution which expires in May 2001. Under the terms of
this agreement the Company may borrow up to $5 million on terms mutually
agreeable to the Company and the financial institution. There are no
requirements for compensating balances or restrictions of any kind involved in
this arrangement. At December 31, 2000 and 1999 there were no borrowings
outstanding. Long Term Debt The Company financed the PowerBoss acquisition (See
Note C) by entering into a term loan agreement with a financial institution on
November 18, 1998 for $13,500,000. This unsecured credit facility provides for
an interest rate at LIBOR plus an applicable margin based upon the ratio of debt
outstanding to the Company's earnings before interest, taxes, depreciation and
amortization and ranges from .70% to 1.15%. The margin rate on this debt at
December 31, 2000 and December 31, 1999 was .70% and .80%, respectively (see
Note F).The effective interest rate on this debt at December 31, 2000 was 6.1%.
The Company agreed to maintain certain minimum financial ratios. Maturities of
long term debt are as follows:

<TABLE>
<S>                        <C>
Due 2001                   $  1,500,000
    2002                      1,500,000
    2003                      1,500,000
    2004                      1,500,000
    2005 and thereafter       6,000,000
                           ------------
                             12,000,000
Less current maturities      (1,500,000)
                           ------------
Total                      $ 10,500,000
                           ============
</TABLE>

                                       28
<PAGE>

Interest paid for short-term and long-term debt obligations in 2000, 1999 and
1998 was $798,000, $847,000 and $110,000, respectively.

NOTE E - Income Taxes

Deferred income taxes primarily relate to temporary differences in the
recognition of depreciation expense and other accrued expenses for financial
reporting and income tax purposes. The temporary differences between the
financial statement carrying amounts and the tax bases of assets and liabilities
that result in significant amounts of deferred taxes in the consolidated balance
sheets at December 31, 2000 and 1999 are as follows:

                                             Deferred Tax Asset (Liabilities)

<TABLE>
<CAPTION>
                                                      December 31
                                              --------------------------
                                                 2000             1999
                                              ---------        ---------
<S>                                           <C>              <C>
Accounts receivable allowance                 $ 133,000        $ 100,000
Property, plant & equipment tax
 depreciation in excess of book                (240,000)        (230,000)
Accrued expenses & other                        362,000          285,000
                                              ---------        ---------
                                              $ 255,000        $ 155,000
                                              =========        =========
</TABLE>

The effective income tax rate on income taxes differed from the Federal
statutory rate as follows:

<TABLE>
<CAPTION>
                                                    2000        1999        1998
                                                    ----        ----        ----
<S>                                                 <C>         <C>         <C>
Federal statutory rate                              34.0%       34.0%       34.0%
State income taxes, net
 of Federal tax benefit                              3.3         3.4         3.1
Foreign Sales
 Corporation benefit                                (2.1)       (2.3)       (1.5)
Research and Development Tax Credits                 (.7)       (1.2)        (.3)
Other, net                                           2.4         2.4         1.4
                                                    ----        ----        ----
                                                    36.9%       36.3%       36.7
                                                    ====        ====        ====
</TABLE>

The components of the provision (benefit) for income taxes are:

<TABLE>
<CAPTION>
                                  2000               1999               1998
                                  ----               ----               ----
<S>                           <C>                <C>                <C>
Federal                       $ 2,049,000        $ 1,775,000        $ 1,693,000
State                             530,000            450,000            328,000
Foreign                            73,000             56,000           (100,000)
                              -----------        -----------        -----------
                              $ 2,652,000        $ 2,281,000        $ 1,921,000
                              ===========        ===========        ===========
</TABLE>

The Company paid income taxes of $2,763,000, $2,421,000 and $1,975,000 in 2000,
1999 and 1998, respectively.

Note F - Financial Instruments

Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of cash equivalents and trade receivables. The
Company places its cash equivalents with high credit quality financial
institutions, which are Federally insured up to prescribed limits. However, the
amount of cash equivalents at any one institution may exceed the Federally
insured prescribed limits. Concentrations of credit risks with regard to trade
receivables are limited due to the large number of customers comprising the
Company's customer base. The Company performs ongoing credit evaluations of its
customers and maintains allowances for potential credit losses which, when
incurred, have been within the range of management expectations.

                                       29
<PAGE>

In 1998, the Company entered into an interest rate swap agreement to obtain a
fixed interest rate on variable rate debt and reduce certain exposures to
interest rate fluctuations. At December 31, 2000 and 1999, the Company had
interest rate swaps with a notional amount of $12,000,000 and $13,500,000,
respectively. The swaps will terminate on the same basis as the long-term debt
repayment schedule ending November, 2005 (See Note D). The swaps for 2000 and
1999 result in fixed rate payments at an effective interest rate of 6.1% and
6.2%, respectively. Variable rate payments are based on LIBOR interest rate plus
an applicable margin (See Note D).

Interest rate differentials paid or received under this agreement are recognized
as an adjustment to interest expense. The Company does not hold or issue
interest rate swap agreements for trading purposes.

In the event that a counterparty fails to meet the terms of the interest rate
swap agreement, the Company's exposure is limited to the interest rate
differential. The Company manages the credit risk of counterparties by dealing
only with institutions that the Company considers financially sound. The Company
considers the risk of nonperformance to be remote. The net carrying amounts and
fair values of the Company's financial instruments are approximately the same.

NOTE G - Lease Commitments

The Company and its subsidiaries lease certain manufacturing, warehousing and
other facilities and equipment. The leases generally provide for the lessee to
pay taxes, maintenance, insurance and certain other operating costs of the
leased property. The leases on most of the properties contain renewal
provisions. The following is a summary of future minimum payments under
operating leases that have initial or remaining noncancelable lease terms in
excess of one year at December 31, 2000:

<TABLE>
     <S>                   <C>
     2001                  $  688,000
     2002                     686,000
     2003                     573,000
     2004                     275,000
     2005                      98,000
                           ----------
                           $2,320,000
                           ==========
</TABLE>

Rental expense for operating leases amounted to $708,000, $451,000 and $219,000,
in 2000, 1999 and 1998, respectively.

                                       30
<PAGE>

NOTE H - Related Party Transactions

Hako-Werke GmbH & Co. (a German corporation) owns 68.2% of the outstanding
common stock of the Company through a subsidiary. The Company sold approximately
$1,482,000, $1,460,000 and $1,403,000 of merchandise to Hako-Werke and certain
of its subsidiaries during 2000, 1999 and 1998, respectively. Amounts due from
affiliates, which relate to these sales, are due within 90 days from the date of
sale.

NOTE I - Employee Benefit Plans

The Company maintains a participatory defined contribution plan for
substantially all employees under Section 401(a) of the Internal Revenue Code.
In addition to a discretionary contribution, the Company also matches employee
contributions based upon a formula up to a specified maximum. Contributions to
the plan and related expense were $400,000, $403,000 and $284,000 for the years
ended 2000, 1999 and 1998 respectively.

NOTE J - RESTRICTED STOCK PLAN

On April 18, 2000 the shareholders approved the Minuteman 2000 Restricted Stock
Plan, ("Restricted Stock Plan"), which is designed to attract and retain the
services of key management employees by providing such persons with a
proprietary interest in the Company through the granting of Minuteman common
stock. The maximum number of shares of Minuteman common stock that shall be
available for issuance shall be 150,000. At December 31, 2000 there were 150,000
shares available to be granted. Awards may be issued under the Restricted Stock
Plan through December 31, 2009, subject to the vesting periods not to exceed
three years. At the sole discretion of the Company, an award of restricted stock
may be awarded to an eligible employee based upon certain conditions and
restrictions including, but not limited to, past and continued service with the
Company, achievement of specific business objectives, superior work performance,
and other measurements of individual or Company performance. In the event that
the employee's employment with Minuteman is terminated (except due to death or
total disability) prior to the end of his or her vesting period, the non-vested
portion of the award shall be forfeited. However, in the event of an employee's
death or total disability, or a change in control of the Company, the award
shall immediately become fully vested. Shares issued under the plan are recorded
at fair market value on the date of grant with a corresponding charge to
shareholders' equity representing the unearned portion of the award. The
unearned portion is amortized as compensation expense on a straight line basis
over the related vesting period.

                                       31
<PAGE>

NOTE K - QUARTERLY RESULTS OF OPERATIONS
(UNAUDITED)

The following is a summary of the quarterly results of operations for the years
ended December 31, 2000 and 1999 which have been restated to reflect
reclassifications per Note B:

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                        ----------------------------------------
                                         March       June    September   December
                                          31          30         30         31
                                        -------    -------    -------    -------
                                      (Thousands of dollars, except per share data)
<S>                                     <C>        <C>        <C>        <C>
2000
Net Sales                               $23,083    $22,461    $22,361    $17,290
Gross profit                              7,047      6,884      6,826      5,525
Net income                                1,063      1,113      1,304      1,046
Net income per common share             $   .30    $   .31    $   .37    $   .29

1999
Net Sales                               $19,491    $20,007    $21,110    $17,074
Gross profit                              5,682      6,115      6,333      5,478
Net income                                  772        966      1,147      1,122
Net income per common share             $   .22    $   .27    $   .32    $   .31
</TABLE>

Markets for the Company's Securities and Related Matters

On March 1, 2001 the last reported sales price of the common stock on the NASDAQ
systems was $9.81. The approximate number of holders of common stock was 400.
Since 1988 the Board of Directors has declared regular quarterly dividends and
the fourth quarter dividend in 2000 represents the forty-ninth consecutive
dividend paid to shareholders. Future dividend policy will be determined by the
Board of Directors in light of prevailing financial needs and earnings of the
Company and other relevant factors.

The common stock of Minuteman International, Inc. is quoted on The Nasdaq Stock
Market and its trading symbol is "MMAN". The following tables set forth for 2000
and 1999 the range of bid prices for the Company's common stock as reported in
the NASDAQ systems for the period indicated:

<TABLE>
<CAPTION>
                                                                  Dividends
                                         High           Low       Per Share
                                         ----           ---       ---------
<S>                                     <C>            <C>        <C>
2000
1st Quarter                             10 1/2         8          $   .11
2nd Quarter                             10             7 5/8      $   .07
3rd Quarter                              9             7 1/2      $   .07
4th Quarter                              9 1/4         7 7/8      $   .08

1999
1st Quarter                             13 3/4        10 1/8      $   .11
2nd Quarter                             10 1/2         7 3/4      $   .11
3rd Quarter                             10 1/2         7 1/2      $   .11
4th Quarter                             10 1/4         7 1/2      $   .11
</TABLE>

Selected Consolidated Financial Data

See "Management's Discussion and Analysis of Results of Operations and Financial
Condition", and "Notes to Consolidated Financial Statements" These amounts have
been restated to reflect reclassifications per Note B.


                                 32

<PAGE>

<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                      ----------------------------------------------------------------------
                                          2000           1999           1998          1997           1996
                                      -----------    -----------    -----------    -----------    ----------
                                                   (In thousands, except share and per share data)
<S>                                   <C>            <C>            <C>            <C>            <C>
Income Statement Data
Net sales                             $    85,195    $    77,682    $    57,380    $    54,212    $   49,886

Cost of sales                              58,913         54,034         39,333         37,783        34,698
                                      -----------    -----------    -----------    -----------    ----------
       Gross profit                        26,282         23,648         18,047         16,429        15,188
Selling expenses                           14,202         12,896         10,548          9,869         8,548
General and administrative expenses         4,423          3,989          2,482          2,310         2,207
                                      -----------    -----------    -----------    -----------    ----------
      Income from operations                7,657          6,763          5,017          4,250         4,433
Interest income (expense), net               (608)          (791)          (164)            (4)           54

Other, net                                    129            316            400            107           486
                                      -----------    -----------    -----------    -----------    ----------
      Income before income taxes            7,178          6,288          5,253          4,353         4,973

Income tax expense                          2,652          2,281          1,921          1,506         1,812
                                      -----------    -----------    -----------    -----------    ----------
      Net income                      $     4,526    $     4,007    $     3,332    $     2,847    $    3,161
                                      ===========    ===========    ===========    ===========    ==========

Per Share Data
Cash dividends                        $       .33    $       .44    $       .44    $       .44    $      .40
Net income per common share                  1.27           1.12            .93            .80           .89

Weighted average number of shares
   outstanding                          3,568,385      3,568,685      3,568,685      3,568,385     3,568,385
Balance Sheet Data

Working capital                       $    32,664    $    30,291    $    28,360    $    19,901    $   19,184
Total assets                               54,826         53,623         50,670         32,493        30,968
Long-term debt                             10,500         12,000         13,500
Shareholders' equity                       36,576         33,264         30,774         29,082        27,854

</TABLE>


                                       33
<PAGE>


Report of Independent Auditors

To The Shareholders of
Minuteman International, Inc.

We have audited the accompanying consolidated balance sheets of Minuteman
International, Inc. and subsidiaries as of December 31, 2000 and 1999 and the
related consolidated statements of income, 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. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Minuteman
International, Inc. and subsidiaries at December 31, 2000 and 1999, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.

ERNST & YOUNG LLP
Chicago, Illinois
February 13, 2001


                                       34
<PAGE>

Report of Management

The management of Minuteman International, Inc. is responsible for the integrity
of the information presented in this Annual Report, including the Company's
financial statements. These statements have been prepared in conformity with
accounting principles generally accepted in the United States and include, where
necessary, informed estimates and judgments by management.

The Company maintains systems of accounting and internal controls designed to
provide assurance that assets are properly accounted for, as well as to insure
that the financial records are reliable for preparing financial statements. The
systems are augmented by qualified personnel and are reviewed on a periodic
basis.

The Company maintains high standards when selecting, training, and developing
personnel, to ensure that management's objectives of maintaining strong,
effective internal accounting controls and unbiased, uniform reporting standards
are attained. The Company believes its policies and procedures provide
reasonable assurance that operations are conducted in conformity with law and
with the Company's commitment to a high standard of business conduct.

Our independent auditors, Ernst & Young LLP, conduct annual audits of our
financial statements in accordance with auditing standards generally accepted in
the United States which include the review of internal controls for the purpose
of establishing their audit scope, and issue an opinion of the fairness of such
financial statements.

The Board of Directors pursues its responsibility for the quality of the
Company's financial reporting primarily through its Audit Committee, which is
composed of three outside directors. The Audit Committee meets periodically with
management and the independent auditors to review the manner in which they are
performing their responsibilities and to discuss auditing, internal accounting
controls, and financial reporting matters. The independent auditors periodically
meet alone with the Audit Committee and have full and free access to the Audit
Committee at any time.


Thomas J. Nolan
Chief Financial Officer,
Secretary & Treasurer


Gregory J. Rau
President and Chief
Executive Officer


                                       35
<PAGE>


Gregory J. Rau
President &
Chief Executive Officer
Minuteman International, Inc.


Tyll Necker
Chief Executive Officer
Hako-Werke International
GmbH & Co.


Frederick W. Hohage
President
BSH Home Appliances


A Subsidiary of Robert Bosch
Corporation, Sales Group
James C. Schrader, Jr.
President
Precision Enterprises, Ltd.
Frank R. Reynolds
Attorney
Law Offices of Reynolds
& Reynolds, Ltd.


THOMAS J. NOLAN (not pictured)
Chief Financial Officer,
Secretary & Treasurer
Minuteman International, Inc.

Minuteman considers any acquisition opportunity if, in the opinion of its
management and Board of Directors, it would be in the best interest of the
company.

Board of Directors

Operating Officers
Gregory J. Rau
President & Chief Executive Officer

Thomas J. Nolan
Chief Financial Officer, Secretary & Treasurer

Michael A. Rau
Vice President
Multi-Clean Division

Dean W. Theobold
Vice President Manufacturing

Corporate Information
General Counsel
Law Offices of Reynolds & Reynolds, Ltd.
Chicago, Illinois

Independent Auditors
Ernst & Young LLP
Chicago, Illinois

                                       36
<PAGE>
Transfer Agent
Mellon Investor Services, L.L.C.
85 Challenger Road,
Overpeck Centre
Ridgefield Park, New Jersey 07660
1-888-213-0965 Shareholders Information
1-800-231-5469 TDD (Telecommunications Device for the Deaf)
1-201-329-8660 Foreign Shareholders
1-201-329-8354 Foreign Shareholders (TDD)

Stock Listing
Traded over-the-counter on The Nasdaq Stock Market under the symbol "MMAN"

Annual Meeting
April 17, 2001 at 10:00 a.m. at LaSalle National Bank 135 South LaSalle Street
Forty-third Floor Board Room Chicago, Illinois 60603

Form 10-K
Minuteman International, Inc. will send a copy of its Form 10-K report for
fiscal 2000 as filed with the Securities and Exchange Commission upon written
request to Thomas J. Nolan, Chief Financial Officer, at the corporate office.

Locations
Corporate Offices and World Headquarters
Minuteman International, Inc.
111 South Rohlwing Road
Addison, Illinois 60101
(630) 627-6900

Manufacturing
Facilities Minuteman International, Inc.
111 South Rohlwing Road
Addison, Illinois 60101
(630) 627-6900

Minuteman International, Inc.
14N845 U.S. Route 20
Hampshire, Illinois 60140
(847) 683-5210

Minuteman PowerBoss, Inc.
175 Anderson Street
Aberdeen, North Carolina 28315
(910) 944-2105

Multi-Clean,
Division of Minuteman International, Inc.
600 Cardigan Road
Shoreview, Minnesota 55126
(651) 481-1900

                                       37
<PAGE>

Sales Offices

United States

Minuteman International, Inc.
111 South Rohlwing Road
Addison, Illinois 60101
(630) 627-6900

Minuteman Parker
111 South Rohlwing Road
Addison, Illinois 60101
(630) 627-6900

Minuteman PowerBoss
1190 North Villa Avenue
Villa Park, Illinois 60181
(630) 530-0007

Minuteman PowerBoss
25920 Northline Commerce Drive
Suite 400
Taylor, Michigan 48180
(734) 946-2903

Canada

Minuteman Canada, Inc.
2210 Drew Road
Mississauga, Ontario Canada L5S 1B1
(905) 673-3222
FAX: (905) 673-5161

Europe

Minuteman European
B.V. Haver Straat 31 2153
GB Nieuw-Vennep The Netherlands
(31) 252-623000
FAX: (31) 252-623001

Minuteman International, Inc.
111 South Rohlwing Road
Addison, Illinois 60101
Telephone: (630) 627-6900
www.minutemanintl.com


                                       38