4J Stadium, October 1999 Forward

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FEB -29 -2000 08:40 SD4J FACILITIES MANAGMENT 1 541 687 3686 P.17/24 UZIZ:! /UU lUG UO:UU rA4 091 0040001 %o ausri■•.AI. V&•& - -- ","r.,,.k+,,,v S. `"• PART 1 Item 1. Deseriptien of 8essiaesi In- Sports Internacional, ;rie., a Delaware corporation, ( "1.'n- spores" or the "Company ") is engaged in the busineee of distributing and installing artificial grass surfaces for commercial, athletic, residential and child care appltcactoli$ (sometimes known as " artificial tUrf ") • The Company's predecessor began operations on January 27. 1990 it the athletic surfacing industry ae a distributor for Playtieid Ineernatiosutl, Inc -, which In- Sports' believes is one of the world's largest manufacturers of artificial turf. In DeeeMber i99e, In-Sports acquired The Dersnaarass Corporation (the Company's predeceeaer) as a w1aahly -awned aub.idiary (°PGC ") in at ravers,, acq,ilition transaction in which the ecoekhoider of PGC were issued 9,000,00o shares of ciao Company's common m' stock and became the tonereZil:Mg stockholder of the company. PCC inaealle, artificial turf in realdenetal settings and day are centers; PGC focuses on smaller scale applications. In February 1999, the Company purchased the name "Bd'Car Conetruccioa" ( "Ed -Car ") from as existing entity in enehen.ge for 250,000 shares of the company's eoemeon stock. The Company uses the name -Ed -Car Coestruction• for its wholly -owned subsidiary engaawd in athletic field construction activities. Ed -Cat: ita,sta],1s artificial surf athletic fields for high schools, colleges and municipalities. In July 1.797, the Company signed a non - binding letter of intent to acquire Avery Sports Turf, Inc. ( "Avery "), a Georgia -based manufacturer of artifieieal turf end the Company primary supplier. 1n Sports is unsure as to when or whether thl.e ctransactioa will close. In- Sporte has not yet completed its due diligence investigation of Avery, the closing of the transaction ig eoncingetsc upot In- Sports' approval of all matters revealed in the due diligence investigation. The Company plena to enter Leto a strategic alliance with Reetlisnt Zurface Materials, Inc. ('RSMI "). which the company believes is one cf the largesse manufactures and inseellere of symcbetic running cracks in the United ataces. Together with MASI, the company is offering les customers an integrated running ;raex- soccer field - football field package of a!e ficial surfatces that work together well and havt a cowmen drainage and underlay+cent system. Today, In-Sports designs. constructs and installs all- weather Synthetic playing surfaces tbac the Company believes combine the finest safety and durability features in the industry. The Company operates in two market segments: (1) athletic fields for secondary schools, oollegee and municipalities, and, (2) wall scale installatione for commercial and residential landscaping and cushioned play area for playgxounde and day - care center,. In order to develop the athletic market, the Company intends to create comma city awareneae as to the environmental benefice and eafety features of artificial turf. To expand ice small scale installations, the Company intends to have PGC promote the residential market and cosmetic 9reenezy for buaineae establishments.