| BUSINESS OF THE ISSUER 
 The Company's core business is to be a supplier of controls hardware,
 software, engineering services and other components that are incorporated into
 automated guided vehicles ("AGV's" or "vehicles") and into systems that
 incorporate one or more such vehicles ("AGV systems"). AGV's are driverless,
 computer-controlled vehicles that are programmed to transport materials through
 designated pickup and delivery routines within a particular facility (usually a
 manufacturing or distribution facility) and to transmit information concerning
 system status, inventory tracking and system controls to a system controller. In
 1999, sales of AGV related products and services accounted for almost all of the
 Company's net revenues as it did in 1998.
 
 The Company's AGV system products and services have been used in a variety
 of industries, including textiles, automotive, newspaper publishing and
 electronics. These control products are designed to be of such general
 applicability as to be incorporated into many kinds of material handling
 vehicles. Consequently, they are used not only in custom-designed AGV vehicles
 and systems, but also to automate conventional material handling equipment such
 as forklifts and pallet jacks.
 
 The Company markets a laser guidance AGV control system, Lazerway(TM), which
 is viewed by management as superior to the traditional "wire guidepath"
 technology or other non-wire technologies for controlling the direction of an
 AGV. The laser technology permits the end user to alter the guidepaths of AGV's
 without changes in the user's facility. For further information regarding AGVS,
 see "AUTOMATED GUIDED VEHICLE SYSTEMS" below.
 
 The Company's traditional philosophy is to sell its hardware, software and
 engineering services to OEMs customers, i.e. manufacturers of AGVs, AGV systems
 and other vehicles that can be equipped for automation to fit the end-users'
 needs. The Company will sell such services through regular distribution or as a
 sub-contractor to such OEM customers. However, the Company may supply, from time
 to time, an end user in circumstances where the Company's OEM customer or system
 supplier is not available to implement or support such end user.
 
 The Company was organized in North Carolina in 1987 and reincorporated in
 Delaware in 1989, although its predecessors had been in existence since 1982.
 Its principal office is located at 3101 Latrobe Drive, Charlotte, North
 Carolina, 28211, and its telephone number is (704) 362-1115.
 
 2
 <PAGE>
 STRATEGY
 
 The Company's mission is to strengthen its core business through active
 marketing, distribution and support of AGV system control technology,
 engineering and related products through sales to AGV manufacturers, material
 handling system integrators and other equipment manufacturers who typically
 integrate the Company's products into system products for sale to the actual
 users of AGV systems.
 
 The Company is focusing its marketing efforts on its laser technology,
 Lazerway(TM), towards OEM customers as well as to existing users of AGV systems
 for up-grading and retrofitting purposes. The Company will also pursue system
 business direct with end-users when appropriate.
 
 The Company has divested itself of all previous acquisitions to focus on its
 core business in North America. The Company's strategy is to increase awareness
 of its AGVS technology and system capabilities among end users while creating
 new relationships with AGVS suppliers and system suppliers that would be
 qualified to distribute the products or systems to end users. As part of the
 strategy, the Company intends to pursue potential niche markets of end users
 through distribution relationships. The Company believes that its focus on laser
 technology rather than on wire technology can give it an advantage in the
 existing and future market place. Further recent developments and attempts to
 broaden the present market include:
 
 o    Netzler & Dahlgren are developing a new product called LAZERWAY TEACH-IN
 for the industrial truck market. LAZERWAY TEACH-IN simplifies the layout
 and programming of driving routes and loading positions, and can be used by
 customer personnel. No computer skills are needed in using the product.
 This product could open new markets and applications for the Company's
 technology.
 
 The Company also has introduced other but related product lines such as private
 labeled batteries and chargers, under the POWERWAY label, that can be
 distributed to targeted customers to supplement its existing AGV business.
 Revenues for such products were good in 1999.
 
 The Company will continue to review its strategy as it monitors the market,
 competition and growth opportunities for its products. Results of such reviews
 may affect the above strategies. There can be no assurance, however, that any of
 the above strategies or future strategies will meet management's objectives for
 success or growth.
 
 3
 <PAGE>
 AUTOMATED GUIDED VEHICLE SYSTEMS
 
 GENERAL
 
 AGV's are driverless, computer-controlled vehicles that are programmed to
 transport materials through designated pickup and delivery routines within a
 particular facility (usually a manufacturing or distribution facility) and to
 transmit system status, inventory tracking and control and other information. In
 many manufacturing and distribution processes, material handling needs are met
 by roller tables, conveyors, manually operated vehicles and other conventional
 methods. The vehicles can be rerouted within the constraints imposed by the
 particular system. The Company's AGV system products and services have been used
 in a variety of industries, e.g. warehousing, textiles, newspaper publishing and
 electronics. Control systems and technology supplied by the Company are used for
 guidance and control of AGV systems in numerous existing production facilities.
 
 The vehicles can be made to move and stop, load and unload, and perform
 other functions. The AGV's load handling equipment is adapted to the type and
 weight of the material that it handles and may consist of a roller table,
 forklift, mechanical arm or other device. The vehicle's wheel and drive
 configurations vary, depending upon the degree of maneuverability required
 within the manufacturing or distribution facility.
 
 Automatic guided vehicles can be guided between pick-up and delivery points
 by several methods. The traditional method is an inductive loop, called a wire
 guidepath, which is embedded in the floor of the facility when the AGV system is
 installed. The vehicles in an AGV system are equipped with a sensor and guidance
 equipment that cause them to follow the guidepath. Because the installation of a
 wire guidepath requires cutting a channel in the floor of the facility, the wire
 guidepath method makes rerouting of AGV's less flexible. Moreover, this method
 of installation of the system makes it inappropriate for clean room environments
 and certain other applications.
 
 An alternative vehicle guidance method uses laser technology, which
 eliminates the need for extensive facility reconfiguration upon installation.
 The laser guidance technology employs a rotating laser beam emitted from a
 vehicle to sweep the room and calculate angles to detected reflectors. The data
 gathered in this manner is used by the vehicle's computer to determine its
 location and progress towards its destination. The vehicle can be rerouted
 remotely by computer. Management believes that the Company's laser guidance is
 superior to traditional technology because it permits the end user to alter the
 designated routines of AGV's without extensive reconfiguration of the facility .
 
 The end users of AGV systems typically are firms that need to move objects
 by vehicle within a single manufacturing or distribution facility. For example:
 
 A leading car manufacturer transport engines in their
 production facility with AGV's.
 
 A significant number of newspapers use AGV systems
 incorporating the Company's products to move paper rolls and finished editions
 through their printing plants.
 
 The Company offers over 20 standard items of equipment and over 10 standard
 software products with multiple options to its customers. In many instances
 customers incorporate NDCA products into their own AGV systems for sale to end
 users. These control products are designed to be of such general applicability
 as to be useful in many kinds of material handling vehicles. Consequently, they
 are used not only in custom-designed AGV vehicles and systems, but also to
 upgrade conventional material handling equipment such as forklifts and pallet
 jacks.
 
 4
 <PAGE>
 AGV systems are custom-designed by system houses and OEMs, and occasionally
 by end users, to satisfy the material handling needs of an end user's
 facilities. The more complex AGV systems perform several functions and are
 controlled by highly sophisticated computer software. These systems track and
 maintain the flow of materials through an entire manufacturing or distribution
 process. In doing so, they use numerous vehicles to move parts and assemblies
 through the various operations necessary to produce the finished product. The
 AGV system's own computers provide host production computers with the
 information necessary for management to make real-time production decisions.
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