Cramer Inc, et al. – ‘SC 13E3/A’ on 2/7/03 re: Cramer Inc – EX-99

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment No. 3                                        9±    46K 
 2: EX-99       Exh A                                                 61±   251K 

EX-99   —   Exh A
Exhibit Table of Contents

EX-99
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SCHEDULE 14A

 PROXY STATEMENT
PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant   |X|                                           

Filed by a party other than the registrant  |_|                         

Check the appropriate box:                                                      

|  Preliminary proxy statement              |_|  Confidential, for use of the 
                                                 Commission only (as permitted
                                        by Rule 14a-6(e)(2))

X|  Definitive proxy statement                                                  
Definitive additional materials                                         
Soliciting material under Rule 14a-12                                   

CRAMER, INC.

----------------------------------------
(Name of registrant as specified in its Charter)

Payment of filing fee (check the appropriate box)                               

No   fee required                                                     

  Fee  computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11

(1)  Title of each class of securities to which transaction applies:  

          ----------------------------------------------------------------------

(2)  Aggregate number of securities to which transaction applies:     

          ----------------------------------------------------------------------

     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant  to  Exchange  Act Rule 0-11 (set  forth  amount on which the
filing fee is calculated and state how it was determined)   

          ----------------------------------------------------------------------

(4)  Proposed maximum aggregate value of transaction                  

          ----------------------------------------------------------------------

(5)  Total fee paid                                                   

          ----------------------------------------------------------------------

|_| Fee paid previously with preliminary materials                    

          ----------------------------------------------------------------------

     |_| Check Box if any part of the fee is offset as provided by Exchange  Act
     Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was
     paid  previously.  Identify the previous filing by  registration  statement
number, or the form or schedule and the date of its filing.           

          ----------------------------------------------------------------------

(1)  Amount previously paid:                                
                                      ------------------------------------------
(2)  Form Schedule or Registration Statement No.:           
                                                           ---------------------
(3)  Filing party:                                          
                            ----------------------------------------------------
(4)  Date filed:                                            
                          ------------------------------------------------------

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Cramer, Inc.
1222 Quebec Street
 North Kansas City, Missouri 64116
--------------------------------------------------------------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

February 7, 2003

--------------------------------------------------------------------------------

To our shareholders:                                                            

The 2002 annual  meeting of  shareholders  of Cramer,  Inc.  will be held at the
Hampton Inn, 4600 Summit,  Kansas City, Missouri 64112 on March 6, 2003 at 11:00
a.m. (local time). At the meeting, our shareholders will vote upon:             

     Item 1: The  election  of two  directors  to serve  until  the 2003  annual
meeting of shareholders                                     

     Item 2: The  ratification  of the  appointment  of Stirtz  Bernards  Boyden
Surdel & Larter, PA as our independent auditors for 2002    

     Item 3: A proposal  to amend the  Company's  Articles of  Incorporation  to
          increase  the  number of  authorized  shares  of  capital  stock  from
          8,200,000 shares to 74,200,000 shares, which will be the first step in
          a series of transactions  with the Company's  corporate parent that is
expected to take the Company private                        

and transact any other business that may properly come before the meeting.      

All  holders of record of our common  stock at the close of business on February
3, 2003 are entitled to vote at the meeting or any  postponement  or adjournment
of the meeting.                                                                 

You are cordially invited to attend the meeting. Whether or not you intend to be
present at the  meeting,  your Board of Directors  asks that you sign,  date and
return the enclosed proxy card promptly.  A prepaid return  envelope is provided
for your convenience. Your vote is important and all shareholders are encouraged
to attend in person or vote by proxy.                                           

Thank you for your support and continuing interest in your Company.             

                            BY ORDER OF THE BOARD OF DIRECTORS

                   /s/ Nicholas Christianson
                                     -------------------------------------------
                                     Nicholas Christianson, Acting President and
                               Chief Executive Officer and Secretary
North Kansas City, Missouri                                                     
February 7,2003                                                                 

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--------------------------------------------------------------------------------
CRAMER, INC.
 PROXY STATEMENT

 2002 ANNUAL MEETING OF SHAREHOLDERS
--------------------------------------------------------------------------------

This proxy statement provides  information  regarding the 2002 annual meeting of
shareholders to be held at Hampton Inn, 4600 Summit, Kansas City, Missouri 64112
on March 6, 2003 at 11:00 a.m. (local time), or any adjournments  thereof.  This
proxy  statement  and form of proxy  were  mailed  to  shareholders  on or about
February 7,  2002.  The 2002 annual  meeting date was postponed from 2002 until 
March 6, 2003.                                                                  

     Among the matters to be considered  at the annual  meeting is a proposal to
amend the Articles of  Incorporation  of the Company to increase the  authorized
common  stock to  74,200,000  shares,  which is the  first  step in a series  of
transactions  that is expected  to result in the  termination  of the  Company's
status  as a  reporting  company  under  the  Securities  Exchange  Act of  1934
("Exchange Act") (the "Going Private Transaction").                             

SUMMARY TERM SHEET

The material terms of the Going Private Transaction are:                        

     o    The  Company's  shareholders  are asked to approve an amendment to the
          Company's  Articles  of  Incorporation  pursuant  to  Proposal  III to
          increase the Company's  authorized  capital from  8,200,000  shares to
          74,200,000 shares of common stock. Approval of Proposal III is assured
          given the ownership by Rotherwood Ventures,  LLC, the Company's parent
          ("Rotherwood")  of 51.6% of the Company's common stock (See Item III -
"Purposes of the Transaction and Plans or Proposals" below).

     o    Rotherwood  receives an aggregate of 4,000,000  shares of common stock
          in exchange for Rotherwood's  guarantee of, or pledge of collateral to
          support,  the Company's $2,000,000 bank loan for the fourth quarter of
          2001 and the year 2002 (See Item III -  "Purposes  of the  Transaction
and Plans or Proposals" below).                             

     o    Rotherwood  purchases  18  million  shares  of common  stock  from the
          Company  for a price of $0.05 per share  resulting  in proceeds to the
          Company of $900,000,  including a $125,000  relocation expense advance
          (See Item III - "Terms of the  Transaction"  below).  Rotherwood  will
          then own in excess of 90% of the Company's  common stock (See Item III
  - "Purposes of the Transaction and Plans or Proposals" below).

     o    Rotherwood  effects a short-form merger of the Company into Rotherwood
          (the  "Merger")  under  Kansas  law  (See  Item III  "Purposes  of the
          Transaction  and  Plans or  Proposals"  below).  In the  Merger  every
          shareholder  of  the  Company  other  than   Rotherwood  (the  "Public
          Shareholders")  will  receive  a cash  payment  of  $0.05  per  share,
          representing  an  approximate  aggregate   consideration  of  $98,000,
          subject to  shareholders'  statutory  appraisal rights (See Item III -
"Terms of the Transaction" below).                          

     o    Rotherwood and the Company will notify the Public  Shareholders of the
          Merger and of the  procedures  for any  shareholder  of the Company to
          exercise  appraisal  rights to have a court  determine the fair market
          value of his or her shares (if the shareholder  chooses to do so) (See
          Item III -  "Purposes  of the  Transaction  and  Plans  or  Proposals"
below).                                                     

     This series of  transactions  would  result in the  Company's  common stock
being held solely by Rotherwood,  permitting the Company to terminate its status
as a public company required to file reports under the Exchange Act.            

 ABOUT THE MEETING

What is the purpose of the annual meeting?                                      

     At the annual meeting,  our  shareholders  will vote on the election of two
directors,  the ratification of the appointment of our independent auditors, and
a proposal to amend the Articles of Incorporation to authorize additional shares
of common stock.  Management will report on your Company's  results for 2001 and
preliminary  results  for 2002,  the  progress  of our  turnaround  plan for the
Company,  and the Going  Private  Transaction,  and  respond to  questions  from
shareholders.                                                                   

Who is entitled to vote at the meeting?                                         

     Shareholders  of record at the close of  business  on  February 3, 2003 are
entitled to receive  notice of the annual  meeting and vote their shares held on
that date at the meeting. Each shareholder is entitled to one vote per share.   

What constitutes a quorum?                                                      

     The  presence at the  meeting,  in person or by proxy,  of the holders of a
majority of our shares  outstanding on the record date will constitute a quorum,
permitting the meeting to proceed.  On the record date, February 3, 2003, shares
of common stock were outstanding. Proxies received but marked as abstentions and
broker  non-votes  will be included in the  calculation  of the number of shares
present at the meeting for the purpose of establishing a quorum.                

How do I vote?                                                                  

     If you complete and properly sign the enclosed  proxy card and return it to
us before the  meeting,  your shares  will be voted as you direct.  If you are a
registered  shareholder  and attend the meeting in person,  you may deliver your
completed  proxy  card to us at the  meeting.  You are also  invited  to vote in
person at the meeting.  If your shares are held in "street name" and you wish to
vote at the  meeting,  you must  obtain a proxy form from the  institution  that
holds your shares.                                                              

Can I change my vote after I return my proxy card?                              

     Yes. Even after you have submitted your proxy,  you may change your vote at
any time before the meeting by sending a written  notice of revocation or a duly
executed  proxy with a later date to the  Secretary of the  Company.  Your proxy
will also be revoked if you attend the meeting and vote in person. If you merely
attend the meeting but do not vote in person, your previously granted proxy will
not be revoked.                                                                 

Who is soliciting my proxy?                                                     

     Your  proxy  is  being  solicited  by the  Board  of  Directors.  Officers,
directors  and  employees  of the Company  may solicit  proxies on behalf of the
Board by mail,  telephone  or  email.  The  Company  will  pay all  expenses  of
soliciting proxies for the annual meeting.                                      

What are the Board's recommendations?                                           

     Unless you give other  instructions on your proxy card, the person named as
proxy  holder on the proxy  card will vote your  shares in  accordance  with the
recommendation of the Board of Directors. The Board recommends you vote:        

     o    For the  election  of James R.  Zicarelli  and  David E.  Crandall  as
          directors  for  a  term  expiring  at  the  2003  annual   meeting  of
shareholders                                                

     o    For the  ratification  of the  appointment of Stirtz  Bernards  Boyden
Surdel & Larter, PA as our independent auditors for 2002    

     o    For  the  approval  of the  amendment  to the  Company's  Articles  of
          Incorporation  increasing the authorized  shares of capital stock from
          8,200,000 shares to 74,200,000 shares.  Because the Articles amendment
          is the first step in the Going Private Transaction, as an affiliate of
          Rotherwood,  Mr. Zicarelli  abstained from voting on Proposal III (see
          "Relationships and Related  Transactions Between Cramer and Directors,
Officers or their Affiliates," and "Share Ownership" below).

How many votes are needed to approve each item?                                 

     The  affirmative  vote of a plurality  of the shares  voting is required to
elect each director.  Our shareholders have cumulative voting rights in electing
directors.  Because two  directors  are being  elected,  this means you have two
votes for each share of stock owned by you in the election of directors. You may
cast all of your votes for one  nominee or vote your  shares for both  nominees.
Abstentions  and broker  non-votes  in the  election  of  directors  will not be
counted  as  negative  votes and will have no  affect.  The proxy  will not have
discretionary  authority to cumulate  your votes  unless you strike  through one
nominee's name on the proxy card.                                               

     The  affirmative  vote of a majority  of the shares  voting is  required to
ratify the  appointment  of our  independent  auditors.  Abstentions  and broker
non-votes  on this issue will not be counted as negative  votes and will have no
effect.                                                                         

     The  affirmative  vote of a majority  of the  outstanding  shares of common
stock of the Company is required to approve  Proposal  III to amend the Articles
to  increase  the  authorized   shares.  In  light  of  this  vote  requirement,
abstentions  and broker  non-votes  on Proposal III will have the same effect as
shares  voted  against  Proposal  III.  Because  Rotherwood  owns  51.6%  of the
Company's outstanding common stock, approval of the Articles amendment, and thus
approval of the Going Private Transaction, are assured.                         

     The Public  Shareholders  will not vote as a class on  Proposal  III or the
Going  Private  Transaction.  This means that Proposal III and the Going Private
Transaction  may be  approved  without  the  separate  approval  of  the  Public
Shareholders.  The Board has  elected  not to submit  Proposal  III or the Going
Private Transaction to a class vote of the Public Shareholders for the following
reasons:                                                                        

     o    Kansas law does not require a class vote on Proposal  III or the Going
Private Transaction                                         

     o    Rotherwood  and the  Company  did not  wish to  commit  the  resources
          required  for  compliance  with the SEC's going  private  rules unless
          approval of Proposal III and thereby the Going Private Transaction was
assured.                                                    

     o    The price payable by Rotherwood for the 18 million shares and the cash
          consideration  payable  to the Public  Shareholders  in the Merger are
          substantially  greater  than the fair  market  value  per share of the
          Company's  common  stock  established  in  an  independent   appraisal
          conducted by Meara King & Co. ("Meara King"), a Kansas City accounting
          and valuation firm (see Item III - "Reports, Opinions,  Appraisals and
Negotiations" below).                                       

     o    Public Shareholders who believe that the Merger consideration of $0.05
          per share is inadequate  have the right to an appraisal of their stock
          pursuant  to  the  shareholder   appraisal  rights  under  Kansas  Law
          summarized in Item III - "Issuance of Common Stock to  Rotherwood  for
          Cash and Subsequent  `Going Private'  Transaction - Appraisal  Rights"
below.                                                      

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ITEM I

 ELECTION OF DIRECTORS

     Your  Company's  Board of Directors  is currently  comprised of two members
whose terms expire at the annual meeting for 2002.                              

     Here is some  information  about the  persons  nominated  for  election  as
directors.                                                                      

--------------------------------------------------------------------------------
James R. Zicarelli                                           Director since 1992
--------------------------------------------------------------------------------

James R. Zicarelli,  50, is President of Rotherwood, a Minnesota holding company
and majority  shareholder  of your Company.  He owns a 6% ownership  interest in
Rotherwood.  Mr.  Zicarelli  serves as CEO of Sagebrush  Corporation,  a library
services and publishing  company  affiliated  with  Rotherwood.  Previously,  he
served as CEO of Cramer,  Inc. (1995 to 2001); CEO of Pacer Corporation (1992 to
2001) an affiliate of Rotherwood;  CFO of GV Medical,  Inc. (1983 to 1990);  and
Division  Controller of National  Computer Systems (1974 to 1983). He holds a BA
from Carleton College and an MBA from The University of St. Thomas.             

--------------------------------------------------------------------------------
David E. Crandall                                            Director since 1992
--------------------------------------------------------------------------------
David E. Crandall,  59, is Chairman and CEO of PPA Industries,  Dallas, Texas, a
company he founded in 1980 and that is engaged in the  manufacture of electronic
enclosures,  pre-fabricated wall systems and machinery packages.(1)  Previously,
he was Senior Vice  President of  Manufacturing  Operations  and board member of
Sunshine Mining Company (1977 to 1980);  Senior Vice President,  Finance for the
Great  Western  Sugar  Company  (1974  to  1977);  and  various  positions  with
Electronic Data Systems and Citibank on Wall Street (1971 to 1974). Mr. Crandall
served  3-1/2 years in the U.S.  Army,  during  which time he  computerized  the
Admissions  System at West  Point  Academy.  He served ten years on the Board of
Trustees at St.  Mark's  School of Texas.  He holds a BA from The  University of
Kansas  and  an  MBA  from  The   University   of  Missouri   at  Kansas   City.
--------------------------------------------------------------------------------

(1)PPA Industries filed for reorganization under the Bankruptcy Code in February
2000. The case was subsequently dismissed.                            

     There is no family relationship between any of the directors or officers of
the Company.                                                                    

     Messrs.  Zicarelli  and  Crandall  have  consented to serve on the Board of
Directors for a term expiring at the 2003 annual meeting.  If either  individual
should become  unavailable to serve as a director  (which is not expected),  the
Board may  designate a  substitute  nominee.  In that case,  the person named as
proxy will vote for the substitute nominee designated by the Board.             

How often did the Board meet in 2001?                                           

     The Board of Directors  met ten times in 2001.  Neither  director  attended
less than 75% of those meetings.                                                

What Committees has the Board established?                                      

     The  Board  formally  appointed  an  Audit  Committee  and  a  Compensation
Committee in 2001.  Prior to 2001,  the Board of  Directors  served as the Audit
Committee and  Compensation  Committee.  Because there are only two directors on
the Board at the present time, the Audit  Committee and  Compensation  Committee
consist of the two current directors.                                           

Audit Committee                                                                 

     We have elected to apply Rule  4200(a)(15) of the NASDAQ listing  standards
("NASDAQ  Rule  4200(a)(15)")  to  determine  whether  the  members of the Audit
Committee are  "independent." The Company believes Mr. Crandall is "independent"
as defined by NASDAQ Rule  4200(a)(15).  In light of Mr.  Zicarelli's  status as
President  of  Rotherwood,   his  6%  ownership  interest  in  Rotherwood,   his
affiliation  with  other  Rotherwood  Parties,  and his prior  service as CEO of
Cramer,  Mr.  Zicarelli  is not  deemed  "independent"  as defined by that Rule.
Nevertheless,  your Board has  determined  that Mr.  Zicarelli's  service on the
Audit  Committee  is in the best  interest of our  shareholders  in light of the
current size of the Board,  the limited size and  resources of the Company,  the
Board's  determination to minimize  administrative  expenses,  the difficulty of
recruiting additional  independent directors to serve on the Board and the value
which  Mr.  Zicarelli's  financial  expertise  and  judgment  add to  the  Audit
Committee.                                                                      

     The Audit Committee  assists your Company in fulfilling its  responsibility
for our  accounting  and financial  reporting  practices and our annual  audited
financial statements. As part of these duties, the Audit Committee:             

o    engages the independent accounting firm to be retained each year 

     o    approves the performance of audit and permitted  non-audit services by
the independent accountants                                 

o    reviews the activities of our internal accounting staff          

     o    reviews the scope and  results of the  quarterly  unaudited  financial
          statements  and the audit of our annual  financial  statements and any
          auditor  recommendations  regarding the quarterly and annual financial
statements and our accounting practices                     

     o    evaluates the independence of the accountants from the Company and its
management                                                  

Compensation Committee                                                          

     The Compensation  Committee establishes the compensation for your executive
officers and approves  and  administers  the  Company's  executive  compensation
programs.                                                                       

Committee Meetings                                                              

     The Audit Committee and Compensation Committee did not meet separately from
the Board in 2001.                                                              

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OFFICERS

     Nicholas Christianson, 32, was appointed Interim Chief Financial Officer on
April 1, 2002, and was appointed  Acting  President and Chief Executive  Officer
and Acting  Secretary on September 3, 2002.  Gregory  Coward served as President
and Chief  Executive  Officer of Cramer from January 24, 2001 until September 3,
2002.  Mr.  Coward was  retained by  Cramer's  Board of  Directors  to conduct a
thorough  review of the Company's  operations and to implement a turnaround plan
with the objective of achieving  positive cash flow and returning the Company to
profitability. Mr. Coward's assignment concluded upon completing that review and
putting in place the major  components  of the  turnaround  plan.  Mr.  Coward's
departure  from the Company was not the result of any  disagreement  between Mr.
Coward and  Rotherwood  or the Company over the Going Private  Transaction.  Mr.
Christianson  is employed by an affiliate of Rotherwood  and performs his duties
at Cramer on a part-time  basis.  Rotherwood  intends to name a permanent CEO of
the Company upon completion of the Going Private  Transaction.  Mr. Christianson
served as CFO of two application  service providers,  MetaFarms,  Inc. and Scout
Information Services,  from 1997 to 2001. He participated in the development and
spin-off  of  several  Internet  based  start-up  ventures  at Scout and  helped
MetaFarms   launch  its  operations.   Prior  to  his  position  at  Scout,  Mr.
Christianson was an auditor at PriceWaterhouse  Coopers.  Mr.  Christianson is a
licensed CPA.                                                                   

EXECUTIVE COMPENSATION

Description of compensation arrangements                                        

     Gregory  Coward was  compensated  by  Rotherwood  and did not  receive  any
compensation  from the  Company  for serving as  President  and Chief  Executive
Officer. Mr. Coward's  compensation from Rotherwood was not specifically related
to  Cramer's  performance.  Rotherwood  has  charged  Cramer  a  monthly  fee as
compensation for making Mr. Coward's  services  available to the Company,  which
will be payable  through  December  31,  2002.  Rotherwood  charged  fees to the
Company for Mr.  Coward's  services and related  travel  expenses of $103,900 in
2001. Cramer paid $48,000 of these fees during 2001 and recorded the balance due
of  $55,900  as  an  accrued  liability  in  the  December  31,  2001  financial
statements.                                                                     

     Mr.  Christianson  is  compensated  by a Rotherwood  affiliate and does not
receive any compensation from the Company for serving as Interim Chief Financial
Officer or Acting President and Chief Executive Officer or Acting Secretary. Mr.
Christianson's  compensation  from the  Rotherwood  affiliate  is not related to
Cramer's performance. Rotherwood charges Cramer a fee as compensation for making
Mr. Christianson's  services available to the Company,  based upon the amount of
time spent by him on the Company's business.  Rotherwood has charged fees to the
Company for Mr. Christianson's  services in the amount of $64,800 for the period
from April 1-December 31, 2002.                                                 

     James R.  Zicarelli  served as CEO of Cramer until the  appointment  of Mr.
Coward on January 24, 2001. Mr. Zicarelli is President of Rotherwood and did not
receive any  compensation  from the Company for serving as CEO. Mr.  Zicarelli's
compensation   from  Rotherwood  was  not   specifically   related  to  Cramer's
performance  or the  time  spent by him in  Cramer  management.  Cramer  was not
charged by Rotherwood for Mr. Zicarelli's services during 2001.                 

See  "Relationships  and  Related  Transactions  Between  Cramer and  Directors,
Officers  or  their  Affiliates"  below  for  further   discussion  of  Cramer's
transactions with Rotherwood.                                                   

Summary Compensation Table                                                      

     The following table provides information regarding the compensation paid in
2001,  2000 and 1999 to the  persons  who served as  executive  officers  of the
Company until their termination in 2001 and whose annual  compensation  exceeded
$100,000 in any of those years.                                                 

     ------------------------- -------- ----------------------------------------
                                   Annual Compensation
        Name and Principal              ----------------------------------------
      Position            Year        Salary ($)           Bonus ($)
    (a)                 (b)            (c)                 (d)
     ------------------------- -------- -------------------- -------------------
Robert Kovach(1)           2001         $ 23,138                $0    
President and COO                                                     
     ------------------------- -------- -------------------- -------------------
                       2000         $128,000                $0
     ------------------------- -------- -------------------- -------------------
                         1999         $124,676             $12,000
     ------------------------- -------- -------------------- -------------------
Jeffrey Myer(2)            2001         $ 47,855                $0    
Vice President, Sales                                                 
and Marketing                                                         
     ------------------------- -------- -------------------- -------------------
                         2000         $111,592             $10,000
     ------------------------- -------- -------------------- -------------------
                         1999         $107,945             $ 5,000
     ------------------------- -------- -------------------- -------------------

(1)  Mr. Kovach was terminated in January 2001                                  

(2)  Mr. Myer was terminated in March 2001                                      

How are directors compensated?                                                  

     The  Company's  policy is to pay each  director  who is not an  employee of
Cramer or Rotherwood $1,000 for each Board meeting attended and to reimburse his
expenses related to the meeting.  However,  Mr. Crandall  declined to accept any
fees or reimbursed expenses for Board meetings held in 2001.                    

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 RELATIONSHIPS AND RELATED TRANSACTIONS BETWEEN CRAMER
 AND DIRECTORS, OFFICERS OR THEIR AFFILIATES

     By virtue of its 51.6% ownership of the Company's common stock,  Rotherwood
controls the Company and may be deemed a "parent" of the Company.               

     Rotherwood is a majority-owned  subsidiary of Rotherwood  Investments,  LLC
("Rotherwood Investments").  By virtue of its control of Rotherwood,  Rotherwood
Investments  also  controls  the  Company  and may be deemed a  "parent"  of the
Company.                                                                        

     James R.  Zicarelli,  Chairman of Cramer's  Board of  Directors,  served as
Cramer's CEO until Mr.  Coward was  appointed to that  position in January 2001.
Mr.  Zicarelli is President of  Rotherwood  and owns a 6% ownership  interest in
Rotherwood.  Mr.  Zicarelli would be entitled to a portion of any dividends paid
by the Company and a portion of the proceeds from any sale or liquidation of the
Company after the Going Private  Transaction is consummated to the extent of his
6% interest in Rotherwood.                                                      

     Gregory  Coward  was an  officer  of  Rotherwood  during  his tenure as the
Company's   President  and  Chief  Executive  Officer.  He  was  compensated  by
Rotherwood and did not receive any compensation  from the Company for serving as
President and CEO. Mr. Christianson is compensated by an affiliate of Rotherwood
and does not  receive any  compensation  from the Company for serving as Interim
Chief  Financial  Officer,  Acting  President  and Chief  Executive  Officer  or
Secretary  (See  "Executive   Compensation"   for  more  information   regarding
compensation arrangements for Mr. Coward and Mr. Christianson).                 

     Cramer participates with Pacer Corporation,  an affiliate of Rotherwood, as
a co-borrower in a combined  $2,320,000  credit  facility with US Bank (formerly
Firststar Bank). The credit facility consists of a loan in the maximum amount of
$2,000,000 with interest payable monthly at the bank's prime rate and a $320,000
revolving  line of credit with  interest  payable  monthly at prime plus 2%. The
Company  accounts for 100% of the current  borrowings under the credit facility.
The credit facility has been fully drawn by the Company, and no additional funds
are available for borrowing  under the credit  facility.  The credit facility is
secured by the general intangibles, inventory, accounts receivable and equipment
of the Company and Pacer.  The  $2,000,000  loan is also  secured by a pledge of
$2,000,000 in securities by  Rotherwood.  Rotherwood is required under the terms
of its  collateral  pledge  agreement to maintain the value of the collateral at
$2,000,000  and to  pledge  additional  securities  if  required  to  meet  that
obligation. A default by the Company under the loan agreement would constitute a
default by Rotherwood under its collateral pledge agreement. The pledge replaces
a $2,000,000  letter of credit posted by Rotherwood  which formerly  secured the
$2,000,000 loan. Among the covenants in the loan agreement is a requirement that
Pacer and Cramer maintain a $500,000 minimum net worth. Cramer and Pacer are not
in compliance with this net worth  covenant,  and are thus in default under both
loans.  The $320,000 line of credit has been classified as  non-performing.  The
credit facility expired on January 27, 2002 but has been temporarily extended at
periodic intervals,  with the latest extension expiring on May 3, 2003. Although
the loans have been  extended,  the bank has not given the Company a  standstill
agreement and could call and  accelerate the loans at any time. The Company does
not have sufficient  assets to pay off the loans, so any such action by the bank
could force the Company to declare  bankruptcy,  cease operations and liquidate.
If the bank were to call the  $2,000,000  loan and foreclose upon the collateral
posted by  Rotherwood,  Rotherwood  could succeed to the bank's  position as the
lender,  call that loan and proceed against the Company's assets in satisfaction
of the loan.  The Company  does not believe the lender will call the  $2,000,000
loan so long as Rotherwood maintains the $2,000,000  securities pledge. The bank
has  requested  that the  Company  either  reduce the  principal  balance of the
$320,000 revolving credit line or provide additional collateral in the form of a
guaranty or additional security by May 3, 2003. If the 18 million share purchase
by Rotherwood is not consummated for any reason, the Company does not believe it
will be able to pay down the loan or provide a guaranty or  additional  security
by that date, and believes the lender may call that loan if the Company does not
meet one of those conditions by that date.                                      

     In exchange  for  Rotherwood's  financial  accommodations  to the  Company,
without which the Company could not have  obtained the  $2,000,000  loan and the
$2,000,000  loan  would  probably  be  called,  the  Company  has  agreed to pay
Rotherwood  a  quarterly  fee  of 2% of  the  letter  of  credit/pledge  amount.
Rotherwood  has agreed to accept  payment of the fee in common stock at the rate
of 800,000  shares per quarter for each quarter  during which the pledge remains
in  effect.  The  Company  is  seeking to amend its  Articles  to  increase  its
authorized  common  stock to enable the Company to pay this fee in common  stock
beyond the first  quarter  of 2002.  The  Company  also  seeks to  increase  its
authorized common stock for the purpose of issuing common stock to Rotherwood in
the proposed $900,000 investment transaction (see Item III - "Issuance of Common
Stock to Rotherwood for Cash and Subsequent `Going Private' Transaction"). It is
expected  that  approximately  $775,000  from this  investment  would be used to
reduce  the  principal  balance  of the  loan(s),  with the  remaining  $125,000
credited to  Rotherwood  in  reimbursement  of an advance made by  Rotherwood to
enable the Company to pay relocation expenses.                                  

     Rotherwood  has  advised  the  Company  that it does  not  wish to keep the
$2,000,000   securities  pledge  in  place   indefinitely.   Rotherwood  is  not
contractually obligated to the Company to maintain the securities pledge for any
given period of time.                                                           

     The loan  agreement  provides  that the bank may declare a default and call
and accelerate the loans if there is a material  adverse change in the business,
properties,  financial condition or affairs of Cramer, Pacer or Rotherwood.  The
bank also has the right to call the loans if the bank in good faith deems itself
"insecure."   In  light  of  these   provisions  in  the  loan   agreement  (the
"MAC/Insecurity Clause") and the Company's financial condition,  declining sales
and history of losses,  the bank could call the loans at any time even if Cramer
is  current  on its debt  service  obligations  and  Cramer  and Pacer  have not
violated any other provisions of the loan documents.                            

     If Rotherwood  makes the proposed  equity  investment  in the Company,  the
Company  would  become a more  than 90%  subsidiary  of  Rotherwood,  permitting
Rotherwood to effect a short-form merger of the Company into Rotherwood  without
the approval of the Public  Shareholders.  The Public Shareholders would receive
$0.05 per share in cash in the  Merger,  subject  to  proper  exercise  of their
appraisal  rights  under  Kansas  law.  Following   completion  of  the  Merger,
Rotherwood  intends to take the Company "private" by terminating its status as a
reporting  company  under  the  Exchange  Act  (See  Item  III  below,  Item  6,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" in our 2001 Annual Report on Form 10-KSB/A incorporated by reference
herein,  and the  Transaction  Statement  on Form  13E-3  filed  jointly  by the
Company,  Rotherwood and Rotherwood Investments  (collectively,  the "Rotherwood
Entities") and Mr.  Zicarelli  (the  Rotherwood  Entities and Mr.  Zicarelli are
collectively referred to as the "Rotherwood Parties")  incorporated by reference
herein.                                                                         

     From 1995 through  December 31, 2001,  Cramer paid fees to  Rotherwood  for
management  services,  including those provided by Mr. Zicarelli and Mr. Coward.
These fees  totaled  $103,900  (including  expense  reimbursements)  in 2001 and
$28,000 in 2000. The Company recorded a total accrual of $69,000 at December 31,
2001 for amounts owed to Rotherwood,  including the unpaid portion of management
services  fees,  fourth  quarter 2001 letter of  credit/pledge  fees and amounts
related to tax  preparation  fees paid by  Rotherwood.  Management  believes the
amounts paid and accrued for the services  provided by  Rotherwood  were no less
favorable  than those that would be  charged  by third  parties  for  comparable
services.                                                                       

     The Company has incurred substantial expenses in connection with its recent
relocation  to a smaller,  more  efficient  facility.  The  Company  has not had
sufficient  cash to pay those  expenses in full.  In November  2002,  Rotherwood
advanced  $125,000  to the  Company  to enable  the  Company  to pay  relocation
expenses. Upon consummation of the 18 million share purchase by Rotherwood,  the
$125,000  advance will be credited  against the $900,000  purchase price for the
shares.                                                                         

AUDIT COMMITTEE REPORT

     In 2001, the Board of Directors appointed an Audit Committee  consisting of
two directors.  Prior to 2001,  the entire Board served as the Audit  Committee.
The current  members of the Audit  Committee are James R. Zicarelli and David E.
Crandall, who are currently the only members of the Board. For information about
the "independence" of Messrs.  Zicarelli and Crandall, as defined by NASDAQ Rule
4200(a)(15),  see  "Election  of  Directors  - What  Committees  has  the  Board
Established?"                                                                   

     The  primary  responsibility  of the  Audit  Committee  is to  oversee  the
Company's  financial  reporting  process  on behalf  of the Board of  Directors.
Management has the primary  responsibility for the financial  statements and the
reporting process,  including our system of internal  controls.  Our independent
auditors are responsible for auditing our financial statements and expressing an
opinion on the conformity of those audited  financial  statements with generally
accepted accounting principles.                                                 

     The  Board of  Directors  has  adopted  a  written  charter  for the  Audit
Committee which was attached as an Appendix to the 2000 proxy statement.        

     In fulfilling its oversight responsibilities,  the Audit Committee reviewed
our 2001  audited  financial  statements  with  management  and our  independent
auditors.  The Audit  Committee held a meeting on April 8, 2002 with  management
and the independent auditors to discuss the overall scope of the 2001 audit, the
results of their  examinations,  their evaluations of the Company,  our internal
controls,  and  the  overall  quality  of our  financial  reporting.  The  Audit
Committee  discussed with the  independent  auditors the matters  required to be
discussed by Statement of Auditing  Standards No. 61. This included a discussion
of the auditors' judgments regarding the quality, not just the acceptability, of
management's  accounting  principles  and  the  other  matters  required  to  be
discussed with the Audit Committee under generally accepted auditing  standards.
In addition,  the Audit  Committee  received from the  independent  auditors the
written disclosures and letter required by Independence Standards Board Standard
No. 1. The Audit  Committee also discussed with the  independent  auditors their
independence  from management and the Company,  including the matters covered by
the written disclosures and letter provided by the independent auditors.        

     The members of the Audit  Committee are not  professionally  engaged in the
practice  of  accounting  and are not  experts  in the  field of  accounting  or
auditing, including auditor independence.  Members of the Committee rely without
independent   verification  on  the   information   provided  to  them  and  the
representations  made by management and our independent  auditors.  Accordingly,
the  Audit  Committee's  oversight  does not  provide  an  independent  basis to
determine that  management has maintained  appropriate  accounting and financial
reporting principles or appropriate internal controls and procedures designed to
ensure compliance with accounting standards and applicable laws and regulations.
Furthermore,  the Audit Committee's  considerations and discussions  referred to
above do not assure that the audit of the  Company's  financial  statements  has
been carried out in accordance with generally accepted auditing standards,  that
the financial  statements are presented in accordance  with  generally  accepted
accounting principles, or that the Company's auditors are in fact "independent."

     Based on the reviews and discussions referred to above, the Audit Committee
recommended  that the restated audited  financial  statements be included in our
annual report on Form  10-KSB/A for the year ended  December 31, 2001 for filing
with the Securities and Exchange Commission ("SEC").                            

 By the Audit Committee:

James R. Zicarelli
 David E. Crandall

This Audit  Committee  report is not  deemed  "soliciting  material"  and is not
deemed filed with the SEC or subject to Regulation 14A or the liabilities  under
Section 18 of the Exchange Act.                                                 

 SHARE OWNERSHIP

Who owns more than 5% of our shares?                                            

     Except as set forth below, we know of no single person or group that is the
beneficial owner of more than 5% of your Company's outstanding stock:           

--------------------------------------- --------------------------- ------------
                                        Amount and Nature of        Percent of
Name and Address of Beneficial Owner    Beneficial Ownership (1)     Class (6)
--------------------------------------- --------------------------- ------------
   Rotherwood Ventures LLC(4)            2,083,212(2)(3)             51.6%
301 Carlson Parkway                                         
Minnetonka, Minnesota 55305                                         
--------------------------------------- --------------------------- ------------
   James R. Zicarelli(2)(3)(4)           2,083,212(2)(3)(5)          51.6%
301 Carlson Parkway                                         
Minnetonka, Minnesota 55305                                         
--------------------------------------- --------------------------- ------------

(1)  Based solely on disclosures made in Schedule 13D filed with the SEC.       

(2)  Mr.  Zicarelli  and the  Chairman  of  Rotherwood  have  shared  voting and
     investment power over the shares.  Mr. Zicarelli may also be deemed to have
     an  indirect  beneficial  ownership  of such shares to the extent of his 6%
ownership interest in Rotherwood.                                     

(3)  The  Company  is  obligated  to  pay  Rotherwood  a  fee  in  exchange  for
     Rotherwood's  $2,000,000 letter of credit/securities  pledge which supports
     the Company's  $2,000,000  bank loan. The fee is equal to 2% per quarter of
     the  amount of the  letter of  credit/pledged  securities.  Rotherwood  has
     elected to accept  payment of the fee in shares of common stock at the rate
     of 800,000  shares  per  quarter.  After the  issuance  of common  stock to
     Rotherwood  for letter of  credit/pledge  fees earned by  Rotherwood in the
     fourth  quarter of 2001 and the year 2002,  Rotherwood  will own  6,083,212
     shares  of common  stock,  or 75.6% of the total  outstanding  shares.  Mr.
     Zicarelli may be deemed to beneficially own such additional  shares for the
reasons described in footnote 2 above.                                

(4)  Except as described in footnote 3 above,  no Rotherwood  Party has acquired
any shares of common stock of the Company during the last two years.  

(5)  Includes the 2,083,212  shares held by Rotherwood.  (6) Percentage based on
common and common equivalent shares.                                  

How many shares do the directors and officers own?                              

     This  table  shows  as of  December  31,  2001  the  number  of our  shares
beneficially  owned by the  directors  and  officers of your  Company and by the
directors  and  officers  as  a  group.  All  information  regarding  beneficial
ownership was furnished by the persons listed below.                            

------------------------------- -------------------------- ---------------------
                                 Amount and Nature of      Percent of Shares
 Name of Beneficial Owner       Beneficial Ownership       Outstanding (4)
------------------------------- -------------------------- ---------------------
James R. Zicarelli(1)                 2,083,212(2)                51.6%     
------------------------------- -------------------------- ---------------------
David E. Crandall                     125,341(3)                   3.1%     
------------------------------- -------------------------- ---------------------
Nicholas Christianson                      0                         0%     
------------------------------- -------------------------- ---------------------
All officers and directors                                                  
as a group (3 persons)                 2,208,553                  54.7%     
------------------------------- -------------------------- ---------------------

(1)  Includes  the  2,083,212  shares  held  by  Rotherwood.  Mr.  Zicarelli  is
     President and a 6% owner of Rotherwood.  Pursuant to Rule 13d-3 of the SEC,
     the 2,083,212 shares held by Rotherwood and the additional  shares issuable
     to Rotherwood as described in footnote 3 to the previous  table and in Item
     III below may be attributed to Mr.  Zicarelli  because of his shared voting
     and  investment  power over those shares and his 6%  ownership  interest in
Rotherwood.                                                           

(2)  Mr.  Zicarelli  shares  voting and  investment  power over the shares  with
Rotherwood's Chairman.                                                

(3)  Sole voting and investment power.                                          

(4)  Percentage based on common and common equivalent shares                    

 COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Based on its review of Forms 3 and 4 and  amendments  thereto  furnished to
the Company under Rule 16a-3(d) of the SEC during the fiscal year ended December
31, 2001, and any Form 5's and amendments  thereto furnished with respect to the
2001  fiscal  year,  we are not aware of any person  who, at any time during the
2001 fiscal year, was a director,  officer or beneficial  owner of more than ten
percent of the Company's  common stock and who failed to file on a timely basis,
as  disclosed  in those  Forms,  the reports  required  by Section  16(a) of the
Securities  Exchange Act of 1934,  with the  exception of the Form 3 for Gregory
Coward,  which was filed late on January 16, 2002 and which  confirmed  that Mr.
Coward did not own any shares of Cramer stock.                                  

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 ITEM II

 APPOINTMENT OF INDEPENDENT AUDITORS

     The Audit Committee has appointed the firm of Stirtz Bernards Boyden Surdel
& Larter, PA, Minneapolis,  Minnesota  ("SBBSL") as independent  auditors of the
Company for the fiscal year ended December 31, 2002.                            

     Our financial  statements  for the fiscal year ended December 31, 2001 were
audited by SBBSL.  Our financial  statements  for the fiscal year ended December
31, 2000 were audited by Deloitte & Touche LLP ("D&T"). On August 14, October 22
and December 26, 2002,  we filed  Amendments  1, 2 and 3,  respectively,  to our
annual  report on Form  10-KSB/A  for the fiscal year ended  December  31, 2001,
which  included  a  re-issuance  of D&T's  report  dated May 4, 2001 on our 2000
financial  statements,  together with SBBSL's  report dated March 6, 2002 on our
2001  financial  statements.  On January  24,  2003 we filed  Amendment 4 to our
annual  report on Form  10-KSB/A  for the fiscal year ended  December  31, 2001,
which included D&T's report dated May 4, 2001 on our 2000 financial  statements,
together  with SBBSL's  revised  report dated  November 25, 2003 on our restated
2001 financial statements.                                                      

     D&T's  report on our 2000  financial  statements  included  an  unqualified
opinion with an explanatory paragraph that stated that our recurring losses from
operations,  cash flow  difficulties,  negative working  capital,  stockholders'
capital deficiency and lack of compliance with debt covenants raised substantial
doubt about our ability to continue as a going  concern.  SBBSL issued a similar
"going concern" opinion (including its revised November 25, 2003 opinion) on our
2001 financial statements.                                                      

     During the two fiscal years ended  December 31,  2000,  and the  subsequent
interim  period   preceding  the  end  of  D&T's   engagement,   there  were  no
disagreements  between  D&T and the  Company,  whether or not  resolved,  on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to D&T's satisfaction, would
have caused D&T to make reference to the subject  matter of the  disagreement(s)
in  connection  with its  reports,  nor were  there  any  reportable  events  as
contemplated under Item 304(a)(1)(iv)(B) of Regulation S-B.                     

     We did not  consult  with SBBSL,  prior to its  engagement,  regarding  the
application  of accounting  principles to a specific  completed or  contemplated
transaction or the type of audit opinion that might be rendered on our financial
statements,  and no written or oral  advice  was  provided  by SBBSL on any such
issue prior to its engagement  that was a factor  considered by us in reaching a
decision on any accounting,  auditing or financial  reporting issue. We informed
SBBSL prior to its engagement that D&T had issued a "going  concern"  opinion on
our 2000 financial  statements,  but did not consult with or obtain the views of
SBBSL prior to its  engagement  regarding the events or  conditions  forming the
basis of D&T's "going concern" opinion.                                         

     We authorized D&T to respond fully to any inquiries of SBBSL concerning any
issue related to our accounting  principles or practices or financial reporting,
or our financial statements or D&T's audit thereof or audit opinion thereon.    

     Representatives  of SBBSL are expected to be present at the annual  meeting
and are expected to be available to respond to appropriate questions about their
services.                                                                       

Audit Fees                                                                      

     The Company paid D&T $49,350 in fees for professional services rendered for
the audit of our annual  financial  statements  for the year ended  December 31,
2000 and their review of the 2000 quarterly  financial  statements and the first
and second quarter 2001 financial statements included in our Form 10-QSB reports
for those  quarters  filed with the SEC.  No fees were paid to SBBSL in 2001 for
professional  services  rendered for the audit of our original annual  financial
statements  for the year ended  December  31, 2001 or their  review of the third
quarter 2001  financial  statements  included in our Form 10-QSB report for that
quarter filed with the SEC. The Company accrued $22,289 for SBBSL's  services in
2001.                                                                           

ITEM III

 AMENDMENT TO ARTICLE 4 OF
 THE ARTICLES OF INCORPORATION

Why is the Company seeking to amend its Articles of Incorporation?              

     The Board of Directors (Mr. Zicarelli  abstaining) has unanimously approved
an amendment to the Company's  Articles of Incorporation and recommends that the
shareholders  approve the  amendment  by voting in favor of Proposal  III.  This
Proposal  would amend the Company's  Articles of  Incorporation  by deleting the
current Article 4 and replacing it with a new Article 4 which would increase the
authorized capital stock from 8,200,000 shares to 74,200,000 shares,  consisting
entirely of 74,200,000 shares of no par value common stock.                     

     Authorization  of the  additional  common  stock will permit the Company to
issue  4,000,000  shares of common stock to Rotherwood as  compensation  for the
letter of  credit/securities  pledge  described  in "Issuance of Common Stock to
Rotherwood as  Compensation  for  Rotherwood  Guarantee"  below,  and to sell 18
million shares of common stock to Rotherwood as described in "Issuance of Common
Stock to Rotherwood for Cash and Subsequent `Going Private'  Transaction" below.
Because the proposed  Articles  amendment is the first step in the Going Private
Transaction,  approval of the Articles amendment will constitute approval of the
Going Private Transaction.                                                      

     Because Rotherwood  controls 51.6% of the Company's common stock,  approval
of the Articles amendment,  and thus approval of the Going Private  Transaction,
are assured.                                                                    

The  Board  will  have the  power to issue  common  shares  without  shareholder
approval.                                                                       

     When Proposal III is adopted,  the Board of Directors  will have the power,
without shareholder approval, to issue common stock from time to time (including
the issuance of common stock to Rotherwood as described in this proxy  statement
and  accompanying  Schedule  13E-3) in  accordance  with such terms as the Board
deems advisable,  except in a transaction for which the Kansas  Corporation Code
requires  approval of the  shareholders of the Company,  such as a merger (other
than the short-form Merger) or any consolidation or sale of all or substantially
all of the assets of the  Company  prior to  consummation  of the Going  Private
Transaction.                                                                    

Issuance of Common Stock as Compensation for Rotherwood Guarantee               

     In exchange for Rotherwood's $2,000,000 letter of credit/securities  pledge
as collateral for the Company's  $2,000,000 loan, without which the lender would
not have made the $2,000,000  loan and would probably call the loan, the Company
has agreed to pay  Rotherwood a fee equal to 2% per quarter of the amount of the
letter of credit/securities  pledge (see "Relationships and Related Transactions
Between Cramer and Directors,  Officers or Their Affiliates"  above). If the fee
were paid in cash,  it would  equal  $40,000  per  quarter.  The  Company is not
generating sufficient cash flow to pay the fee in cash. Rotherwood has agreed to
accept  payment  in shares of common  stock at the rate of  800,000  shares  per
quarter for each quarter during which the pledge remains in effect. Rotherwood's
agreement  to accept  common stock in payment of the fee was based on an assumed
exchange value of $0.05 per share. The Company has sufficient  authorized common
stock to pay the letter of credit/pledge  fee for the fourth quarter of 2001 and
the first quarter of 2002 (an aggregate of 1,600,000 shares),  but does not have
sufficient  authorized  common  stock  to pay the fee in  common  stock  for any
additional  quarters or to issue common stock to  Rotherwood in exchange for its
proposed equity investment (see "Issuance of Common Stock to Rotherwood for Cash
and  Subsequent  `Going  Private'  Transaction,"  below)  without  amending  the
Articles to increase the Company's  authorized  common stock in accordance  with
Proposal III. The Company  originally  accrued  guaranty fees of $40,000 for the
fourth  quarter of 2001 and each of the first and second  quarters of 2002 based
upon the $0.05 per share exchange value. The independent  appraisal  obtained by
the Company and summarized  below  determined  that the fair market value of the
Company's  common  stock  was  $0.01  per  share.  The  Company  and  Rotherwood
determined that the $0.05 per share exchange value would be less dilutive to the
Public  Shareholders,  because it would  result in fewer  shares being issued to
Rotherwood (800,000 shares per quarter) than if the shares were determined at an
exchange  value of $0.01  (4,000,000  shares per  quarter).  The $0.05 per share
exchange value was also  consistent  with the price being paid by Rotherwood for
18 million  new shares of the  Company,  and the price  being paid to the Public
Shareholders in the Merger.  The Company has since determined that the guarantee
fee  should  have been  recorded  on the basis of the fair  market  value of the
consideration  being paid to  Rotherwood in the form of common stock ($8,000 per
quarter,  or 800,000  shares times $0.01 per share)  rather than on the basis of
the exchange  rate agreed to by  Rotherwood  ($40,000  per  quarter,  or 800,000
shares  times  $0.05 per  share).  The effect of this  accounting  change was to
decrease accrued expense and decrease net loss by $32,000 for the fourth quarter
of 2001 and to decrease  expenses  and increase net income by $32,000 in each of
the first two  quarters of 2002.  The Company has filed  Amendment 4 to its 2001
Form  10-KSB/A  and  Amendment  2 to its  first  and  second  quarter  2002 Form
10-QSB's,  incorporated  by reference  herein,  and restated the 2001  financial
statements  contained  in the Form  10-KSB/A  and first and second  quarter 2002
financial  statements  contained  in the Form  10-QSBs  for those  quarters,  to
reflect this change in accounting treatment.  The Company plans in the future to
issue 4,000,000 shares of common stock to Rotherwood for the fourth quarter 2001
and year 2002 letter of credit/pledge  fees, as well as 800,000 shares of common
stock for each  subsequent  quarter  during  which the pledge  remains in effect
prior to consummation of the Going Private Transaction.                         

     Rotherwood  currently owns 2,083,212 shares of common stock of the Company,
or 51.6% of the outstanding common stock.                                       

     The  following  table  shows  Rotherwood's   percentage  ownership  of  the
Company's  common stock assuming  issuance of 800,000 shares of common stock per
quarter in payment of the quarterly letter of credit/pledge  fee and assuming no
additional common stock is acquired by Rotherwood or any other party.           

     --------------------------- ---------------------- ------------------------
         Quarter              No. of Shares           Percentage
     --------------------------- ---------------------- ------------------------
2001                                                                  
     --------------------------- ---------------------- ------------------------
Fourth Quarter                2,883,212                59.6%
     --------------------------- ---------------------- ------------------------
2002                                                                  
     --------------------------- ---------------------- ------------------------
First Quarter                 3,683,212                65.3%
     --------------------------- ---------------------- ------------------------
Second Quarter                4,483,212                69.6%
     --------------------------- ---------------------- ------------------------
Third Quarter                 5,283,212                73.0%
     --------------------------- ---------------------- ------------------------
Fourth Quarter                6,083,212                75.6%
     --------------------------- ---------------------- ------------------------

     Mr.  Zicarelli may be deemed to  beneficially  own such shares by virtue of
his shared  voting  and  investment  power over the shares and his 6%  ownership
interest in Rotherwood.                                                         

Issuance of Common Stock to Rotherwood for Cash and Subsequent  "Going  Private"
Transaction                                                                     

Introduction                                                                    

     When  Proposal  III is  approved,  the Company  intends to issue 18 million
shares  of  common  stock to  Rotherwood  at a price of $0.05  per  share and an
aggregate price of $900,000. Of this amount,  $775,000 will be paid in cash, and
the remaining $125,000 will be credited to Rotherwood in repayment of an advance
made by  Rotherwood  to the Company to cover  relocation  expenses.  The Company
intends to use the $775,000 cash proceeds to reduce the principal balance of the
bank loan(s).                                                                   

     The  Company's  lender has  requested  that the Company  either  reduce the
principle balance of the $320,000 revolving line of credit or provide additional
collateral in the form of a guaranty or additional  security by May 3, 2003. The
Company does not have the funds to pay down the line of credit or the additional
assets to pledge as security,  and neither  Rotherwood nor its  principals  have
expressed a willingness to assume an additional guaranty obligation on behalf of
the  Company.  The bank could  exercise  its right to call the  $2,000,000  loan
and/or $320,000 line of credit at any time pursuant to the MAC/Insecurity Clause
in the loan  agreement.  The Company  intends to use the $775,000  cash proceeds
from  Rotherwood's  proposed  investment  in the Company to reduce the principal
balance of the  loan(s).  This will  enable the  Company to reduce its  interest
expense and thus improve the operating results and cash flow of the Company. The
Company does not believe it will have the funds to reduce the principal  balance
of or  further  secure  the line of credit by May 3, 2003  unless the 18 million
share stock purchase  transaction with Rotherwood is consummated.  If Rotherwood
does not make the proposed equity investment and the Company does not reduce the
principle balance of the $320,000 credit line or provide the requested  guaranty
or additional  security by May 3, 2003,  the Company  believes the bank may call
that loan after that date.  The Company  does not believe the bank will call the
$2,000,000 loan so long as Rotherwood maintains its $2,000,000 securities pledge
as collateral for that loan. However, Rotherwood has advised the Company that it
does not wish to maintain  that  pledge  indefinitely  and is not  contractually
obligated to the Company to maintain the pledge.  If Rotherwood  terminates  the
securities  pledge, the Company believes the bank would call the $2,000,000 loan
as well. If either the $320,000  credit line or $2,000,000 loan is called by the
lender,  the uncertainty  regarding the Company's ability to continue as a going
concern  described in "Purposes,  Alternatives,  Reasons and Effects" below will
worsen.  However,  there can be no assurance the Company will remain viable as a
going  concern or that the bank will not call the loans  even if the  Rotherwood
investment is consummated.                                                      

     Upon  issuance of 4,000,000  shares of common stock to Rotherwood as letter
of  credit/pledge  fees for the  fourth  quarter  of 2001 and the year 2002 (See
"Issuance of Common Stock as  Compensation  for Rotherwood  Guarantee,"  above),
consummation  of the $900,000  equity  investment by  Rotherwood  will result in
Rotherwood  owning  24,083,212 shares of the Company's common stock, or 92.5% of
the  outstanding  common  stock of the  Company.  The  Kansas  Corporation  Code
provides that if a parent  company owns at least 90% of each class of stock of a
subsidiary,  the parent can effect a "short-form"  merger of the subsidiary into
the parent without a shareholder  vote.  Accordingly,  upon  consummation of the
investment  transaction,  Rotherwood  intends  to effect a  short-form  cash-out
merger of the Company into Rotherwood (the "Merger")  without the consent of, or
any action  by, the Board of  Directors  or Public  Shareholders.  Notice of the
Merger  will be  delivered  to each  shareholder  prior to  consummation  of the
Merger.                                                                         

     As a result of the Merger,  each share of the Company's  common stock owned
by the Public  Shareholders will be cancelled and  automatically  converted into
the right to  receive  $0.05  per share in cash,  or an  aggregate  cash  merger
consideration of approximately $98,000.                                         

     Completion  of the  Merger  will  entitle  the  Company  to  terminate  its
registration and status as a reporting  company under the Exchange Act. For this
reason,  the Merger is subject to the "going  private"  provisions of Rule 13e-3
under the Exchange Act. Rule 13e-3  requires,  among other things,  that certain
financial  information  concerning  the  fairness of the  proposed  transaction,
background  of the  persons  involved  in the  transaction  and  purpose  of the
transaction  be filed with the SEC and  disclosed to  shareholders  prior to the
consummation of the "going private" transaction.  The Company and the Rotherwood
Parties have filed a joint  Schedule  13E-3 with the SEC in connection  with the
Going Private Transaction, which has been mailed to shareholders with this proxy
statement and is incorporated by reference herein.                              

     Except as described in this proxy statement and the Schedule 13E-3, neither
the Company nor the Rotherwood  Parties have any present plans or proposals that
would relate to or would result in (i) an extraordinary  corporate  transaction,
such as a merger,  reorganization  or  liquidation,  involving  the  Company  or
Rotherwood,  (ii) a sale or  transfer  of a  material  amount  of  assets of the
Company, (iii) any change in the present Board of Directors or management of the
Company,  (iv) any  material  change in the present  capitalization  or dividend
policy of the Company,  (v) any other material change in the Company's corporate
structure  or business,  or (vii)  causing a class of equity  securities  of the
Company  becoming  eligible for termination of registration  pursuant to Section
12(g)(4) of the Exchange Act.                                                   

Terms of the Transaction.                                                       

     Following  the  amendment  to  the  Company's  Articles  of  Incorporation,
Rotherwood  intends to purchase  18 million  shares of newly  authorized  common
stock at a purchase price of $0.05 per share and an aggregate  purchase price of
$900,000.  Rotherwood  would then cause a "short-form"  Merger to occur in which
each  outstanding  share of the  Company's  common  stock  owned  by the  Public
Shareholders  would be  converted  into the right to  receive a cash  payment of
$0.05 per share,  subject to statutory  appraisal rights. Upon completion of the
Merger,  Rotherwood would own 100% of the Company's common stock and would cause
the Company to  terminate  its  registration  and status as a reporting  company
under the Exchange Act.                                                         

Reasons for the Transaction.                                                    

See "Purposes, Alternatives, Reasons and Effects" below.              

Vote Required.                                                                  

     The  Articles  Amendment  requires  the  approval  of  a  majority  of  the
outstanding shares of common stock of the Company.  Because Rotherwood  controls
51.6% of the  Company's  outstanding  common  stock,  approval  of the  Articles
amendment  is assured.  The  Articles  amendment  does not require the  separate
approval of the Public  Shareholders,  voting as a class,  under Kansas law, and
the Company does not intend to submit the Articles  amendment to a class vote of
the Public  Shareholders.  In addition,  no vote of the Public  Shareholders  or
Board of Directors will be required to approve the Merger.                      

Rotherwood's Commitment to Proceed                                              

     Rotherwood  intends to purchase the 18 million shares and to consummate the
Merger,  but is not contractually  obligated to do so and reserves the right not
to purchase the shares or consummate  the Merger.  Rotherwood  also reserves the
right  to  purchase  the 18  million  shares  and  not  consummate  the  Merger.
Rotherwood  has  advised the  Company  that it would  elect not to purchase  the
shares or  consummate  the Merger only if there was a further  material  adverse
change in the Company's business or financial condition or a further adverse and
unforeseen  change in the  Company's  industry or general  economic  conditions.
Because  Rotherwood's failure to purchase the 18 million shares would deepen the
Company's  liquidity  crisis and could induce the bank to call the $320,000 line
of credit,  which could  adversely  affect the credit status of  Rotherwood  and
potentially  cause  Rotherwood  to write off its  interest in the  Company,  and
because a failure to  consummate  the Merger  would mean that the Company  would
continue  to be a  reporting  company at  substantial  expense  and with  little
perceived benefit to Rotherwood, the Company believes it is highly unlikely that
Rotherwood will not purchase the shares or consummate the Merger.               

Material Differences in Rights of Security Holders.                             

     If the Merger is consummated,  Public  Shareholders  would have no right to
participate in the future prospects of the Company.  Public  Shareholders  would
receive $0.05 per share in cash, unless they properly exercise appraisal rights,
in which case they would  receive  the  consideration  determined  by a court in
accordance with Kansas law.                                                     

Federal Income Tax Consequences.                                                

     The following is a general summary of the material U.S.  federal income tax
consequences  if the Merger is  consummated  to  beneficial  owners of shares of
common stock.  This summary is based upon the provisions of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code"),   applicable  treasury  regulations
thereunder,  judicial decisions and current  administrative rulings as in effect
on the date of this  proxy  statement.  This  discussion  does not  address  all
aspects of U.S.  federal  income  taxation  that may be relevant  to  particular
taxpayers in light of their personal  circumstances  or to taxpayers  subject to
special treatment under the Code (for example, life insurance companies, foreign
corporations,  foreign  partnerships,  foreign estates or trusts, or individuals
who are not  citizens or residents of the United  States and  beneficial  owners
whose shares of common stock were acquired pursuant to the exercise of warrants,
employee  stock options or otherwise as  compensation)  and does not address any
aspect of state, local, foreign or other taxation.                              

     A  shareholder  whose shares of common stock are  converted,  pursuant to a
short-form  merger,  into a right to receive  cash will  recognize  gain or loss
equal to the  difference  between  (i) the amount of cash that such  shareholder
receives in the short-form merger and (ii) such shareholder's adjusted tax basis
in such shares of common stock.  Such gain or loss will be capital gain or loss,
and  generally  will be  long-term  capital  gain or loss if at the  closing  or
effective date of the short-form merger the shareholder's holding period for the
shares of common stock is more than one year.  Holders of shares of common stock
could be subject to back-up withholding. Backup withholding in not an additional
tax, but rather may be credited  against the  taxpayer's  tax  liability for the
year.                                                                           

     In general,  cash received by shareholders who exercise statutory appraisal
rights  will  result  in the  recognition  of gain  or  loss  to the  dissenting
shareholder.  Any such dissenting shareholder should consult with his or her tax
advisor for a full  understanding of the tax consequences of the receipt of cash
upon exercise of appraisal rights pursuant to the Merger.                       

     Neither  Rotherwood nor the Company  expects to recognize any gain, loss or
income by reason of the Merger.                                                 

     Each beneficial owner of shares is urged to consult such beneficial owner's
tax advisor as to the specific tax  consequences to such beneficial owner of the
Merger, including the application of state, local, foreign and other tax laws.  

Appraisal Rights.                                                               

     Under  Kansas law,  the  intended  short-form  merger of the  Company  into
Rotherwood would entitle record holders of the Company's common stock who follow
the  procedures  described in Kansas  Corporation  Code Section  17-6712 to have
their shares  appraised by an  appraiser or  appraisers  appointed by a district
court in the State of Kansas  and to  receive  payment of the fair value of such
shares  together  with a fair rate of interest,  if any, as  determined  by such
court.  The  following  is a summary  of certain  of the  provisions  of Section
17-6712 of the Kansas  Corporation  Code and is  qualified  in its  entirety  by
reference  to the full text of Section  17-6712,  a copy of which is attached as
Exhibit A to this proxy statement.                                              

     Notice of the effective date of the Merger (the  "Effective  Date") and the
availability  of appraisal  rights under Section  17-6712 (the "Merger  Notice")
will be  mailed  to  record  holders  of the  shares  within  10 days  after the
Effective  Date and should be  reviewed  by each  shareholder.  Any  shareholder
receiving a Merger Notice shall have the right, within 20 days after the date of
mailing of the Merger Notice,  to demand in writing from the Company  payment of
the  value  of  such  shareholder's   shares.  The  Company  shall  pay  to  the
shareholder,  within 30 days after the  expiration  of such 20-day  period,  the
value of the  shareholder's  shares  on the  Effective  Date,  exclusive  of any
element of value arising from the expectation or  accomplishment  of the Merger.
If during such 30 day period,  the  Company and such  shareholder  fail to agree
upon the value of such  shares,  the  shareholder  or the  Company  may demand a
determination  of  the  value  of the  shares  of all  such  shareholders  by an
appraiser or  appraisers  to be appointed  by the  district  court,  by filing a
petition  with the court  within four  months.  Failure to follow the  foregoing
procedures may foreclose a shareholder's right to appraisal.                    

     The Company is not under any obligation,  and has no present intention,  to
file  a  petition  for  the  appraisal  of  the  Public  Shareholders'   shares.
Accordingly,  it is the  obligation of the Public  Shareholders  to initiate all
necessary action to perfect their appraisal rights within the time prescribed in
Section 17-6712. If a shareholder files a petition, a copy of such petition must
be served on the Company.                                                       

     Upon service of a copy of the petition upon the Company,  the Company shall
within 10 days file with the clerk of such court a duly verified list containing
the names and addresses of all  shareholders who have demanded payment for their
shares and with whom  agreements  as to the value of their  shares have not been
reached by the Company.  The clerk of the court will give notice of the time and
place fixed for a hearing of such petition by  registered  or certified  mail to
the Company and to the shareholders shown upon the list at the addresses therein
stated and notice shall also be given by  publishing a notice at least once,  at
least  one  week  before  the day of the  hearing,  in a  newspaper  of  general
circulation in the county in which the court is located and such other places as
the court determines.                                                           

     After a hearing on such petition, the court will determine the shareholders
entitled  to  valuation  and  payment  for their  shares  and shall  appoint  an
appraiser or appraisers to determine  such value.  At the time of appointing the
appraiser  or  appraisers,  the court will  require  the  shareholders  who hold
certificated  shares and who  demanded  payment for their shares to submit their
certificates  to the  clerk  of the  court,  to be held  pending  the  appraisal
proceedings.  Failure to a shareholder to submit his or her  certificate(s)  may
cause the court to dismiss the proceedings as to such shareholder.  Shareholders
considering  seeking  appraisal  should  be aware  that the fair  value of their
shares as determined  under Section  17-6712 could be more than,  the same as or
less than the amount per share that they would otherwise receive if they did not
seek appraisal of their shares. The costs of the action may be determined by the
court and taxed upon the parties as the court deems  equitable,  except that the
costs of  delivering  and  publishing  notice of the hearing will be paid by the
Company.                                                                        

     Any  shareholder  who has duly  demanded  payment  for his or her shares in
compliance  with Section 17-6712 will not, after the Effective Date, be entitled
to vote the shares  subject to such demand for any purpose or be entitled to the
payment of dividends or other distributions on those shares (except dividends or
other distributions, if any, payable to holders of record of shares as of a date
prior to the Effective Date).                                                   

     For federal  income tax purposes,  shareholders  who receive cash for their
shares upon exercise of their  statutory  appraisal  rights will realize taxable
gain or loss. See "Federal Income Tax Consequences" above.                      

     The foregoing discussion is a summary of the material provisions of Section
17-6712 of the Kansas  Corporation  Code.  This summary does not purport to be a
complete statement of the procedures to be followed by shareholders  desiring to
exercise their appraisal rights and is qualified in its entirety by reference to
Section  17-6712  of the  Kansas  Corporation  Code,  the full  text of which is
attached  hereto as Exhibit A.  SHAREHOLDERS  ARE URGED TO READ EXHIBIT A IN ITS
ENTIRETY  SINCE  FAILURE TO COMPLY WITH THE  PROCEDURES  SET FORTH  THEREIN WILL
RESULT IN THE LOSS OF APPRAISAL RIGHTS.                                         

Past Contracts, Transactions, Negotiations and Agreements                       

     By  virtue  of its  51.6%  ownership  of the  Company's  common  stock  and
Rotherwood  Investments'  control  of  Rotherwood,   Rotherwood  and  Rotherwood
Investments control the Company and are thus affiliates of the Company.         

     By virtue of his shared  voting  and  investment  power  over  Rotherwood's
shares  in the  Company,  his  status  as  President  of  Rotherwood  and his 6%
ownership  interest in Rotherwood,  Mr.  Zicarelli may also be deemed to control
the Company, and is an affiliate of the Company by virtue of those relationships
and his  service  as one of the  Company's  two  Board  members.  Mr.  Zicarelli
abstained from voting on Proposal III and the Rotherwood stock purchase in light
of his affiliation with Rotherwood.                                             

     Mr.  Zicarelli  served  as the  Company's  CEO  until  Gregory  Coward  was
appointed to that position in January 2001.                                     

     Nicholas  Christianson,  the Company's Acting President and Chief Executive
Officer, Interim Chief Financial Officer and Acting Secretary, is compensated by
an  affiliate  of  Rotherwood  and does not  receive any  compensation  from the
Company  for  serving in those  capacities.  He  receives a salary of  $100,000.
Rotherwood  has charged  $64,800 for Mr.  Christianson's  services from April 1,
2002 through December 31, 2002.                                                 

     From 1995 through December 31, 2001, the Company paid fees to Rotherwood or
a related  company for  management  services,  including  those  provided by Mr.
Zicarelli  and Mr.  Coward.  The cost to the  Company  for  these  services  was
approximately  $91,500 in 2001 and  $28,000 in 2000.  In  addition,  the Company
incurred  an expense of $8,000 in 2001 for a letter of credit fee to  Rotherwood
described  below. At December 31, 2001, the Company owed Rotherwood  $69,000 for
these expenses along with other expenses  incurred by Rotherwood for the benefit
of the Company.                                                                 

     The  Company   participates  with  Pacer   Corporation,   an  affiliate  of
Rotherwood,  in a  combined  credit  facility  of  $2,320,000  (consisting  of a
$320,000  revolving  line of credit and a  $2,000,000  loan) which is secured by
substantially all of the assets of the Company and Pacer. The $2,000,000 loan is
also secured by  Rotherwood's  pledge of  $2,000,000 in securities as collateral
for the loan.  Cramer and Pacer are jointly  liable for  principal  and interest
under the loans, and each company may obtain advances under the loans.  However,
because all existing  advances under the loans have been made to Cramer,  Cramer
is currently  making all interest  payments under the loans. The loans are fully
drawn,  and thus neither company may obtain any further advances under the loans
unless and until the principal amounts are reduced. The loans matured on January
27, 2002 and have been  temporarily  extended at  periodic  intervals,  with the
latest extension expiring on May 3, 2003. Cramer and Pacer are not in compliance
with the $500,000 financial net worth covenant under the loans, and the $320,000
credit line has been classified as non-performing. The lender has requested that
the Company either reduce the principal  balance of the $320,000  credit line or
provide additional  collateral in the form of a guaranty or additional  security
by May 3, 2003.  The Company  believes the lender may call the  $320,000  credit
line if the  Company  does not  substantially  reduce the  principal  balance or
provide such guaranty or additional  security by that date. The Company does not
believe the lender will call the $2,000,000 loan so long as Rotherwood maintains
its securities  pledge as collateral for that loan;  however,  Rotherwood is not
contractually obligated to the Company to maintain the securities pledge and has
advised the  Company  that it does not wish to continue  the  securities  pledge
indefinitely. Neither Rotherwood nor its principals have indicated a willingness
to guaranty or further  secure the $320,000  line of credit and the Company does
not believe it will have the funds to reduce the  principal  balance of the line
of credit unless the 18 million share purchase by Rotherwood is consummated. The
bank may call either or both loans at any time by  exercising  its rights  under
the  MAC/Insecurity  Clause.  The Company does not have sufficient assets to pay
off the  loans,  so any  acceleration  of either or both loans by the bank could
force the Company to declare bankruptcy,  cease operations and liquidate. If the
bank were to call the $2,000,000  loan and foreclose upon the collateral  posted
by Rotherwood,  Rotherwood could succeed to the bank's position as the lender on
that  loan,  call  the  loan  and  proceed  against  the  Company's   assets  in
satisfaction  of the  loan.  Rotherwood  has no  personal  liability  under  the
$2,000,000 loan in excess of the value of its pledged collateral.               

     In the fourth quarter of 2001, the Company made an "Odd-Lot"  Tender Offer,
in which the Company offered to purchase the shares held by shareholders  owning
fewer than 100 shares. The Company undertook this offer for two reasons.  First,
since  there  has been no  trading  in the  Company's  common  stock,  "odd lot"
shareholders  have not had a way to trade  their  shares.  Second,  the  Company
sought to reduce  its  expenses  of  reporting  to odd-lot  shareholders,  which
represented 35% of all shareholders. The Company offered to pay $0.015 per share
in cash to each "odd lot"  shareholder.  In recognition for this low value,  the
Company also agreed to send a Company product to every shareholder that accepted
the offer. Forty eight "odd lot" shareholders  holding an aggregate 1,889 shares
accepted  the offer and  tendered  their  shares to the Company for an aggregate
purchase price of $28.34 plus products valued at $2,400.                        

Purposes, Alternatives, Reasons and Effects.                                    

Benefits and Detriments to Going Private Transaction                            

     The  following  table  summarizes  the benefits and  detriments  to Cramer,
Rotherwood and the Public Shareholders from the Going Private Transaction.      

                                                        [Enlarge/Download Table]

                                                                                                                       
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                                                       CRAMER                                                          
---------------------------------------------------------------------------------------------------------------------- 
                         Benefits                                                   Detriments                         
------------------------------------------------------------ --------------------------------------------------------- 
   o   Additional $900,000 in equity                            o  The $900,000 investment by Rotherwood may not       
   o   Reduce the principal balance of the bank loan(s),           be sufficient to support the turnaround plan        
       which will reduce interest expense and hopefully                                                                
       induce the bank not to call the loans                                                                           
   o   Repay a $125,000 relocation expense advance by                                                                  
       issuing common stock to Rotherwood                                                                              
   o   Cramer will no longer bear the cost of being a                                                                  
       reporting company under the Exchange Act,                                                                       
       estimated to be approximately $100,000 per year                                                                 
   o   Management will be able to devote their full time                                                               
       and attention to the turnaround plan and the                                                                    
       Company's operations and will be freed from the                                                                 
       time required to comply with the Company's                                                                      
       reporting obligations under the Exchange Act                                                                    
---------------------------------------------------------------------------------------------------------------------- 
                                                       ROTHERWOOD                                                      
---------------------------------------------------------------------------------------------------------------------- 
                         Benefits                                                   Detriments                         
------------------------------------------------------------ --------------------------------------------------------- 
   o   Rotherwood will no longer be required to support         o   Rotherwood will be required to invest $900,000     
       the expense of the Company's status as a                     in new funds (including the $125,000 expense       
       reporting company under the Exchange Act                     advance) in a financially troubled company whose   
   o   Rotherwood and Mr. Zicarelli will have no further            continued viability as a going concern is          
       fiduciary responsibility to the Public Shareholders          uncertain                                          
   o   Rotherwood and Mr. Zicarelli will have no further        o   Rotherwood will be required to pay approximately   
       liability to Public Shareholders under the federal           $98,000 to the Public Shareholders in the Merger   
       securities laws, other than any liability in             o   The $900,000 investment may not be sufficient to   
       connection with this transaction                             to support a turnaround of the Company, and        
   o   Rotherwood will receive the full benefit from any            Rotherwood may have to continue advancing funds    
       improvement in the Company's business and financial          to or investing in the Company to enable it to     
       condition                                                    survive.                                           
   o   100% of all net income and cash flow of the              o   Rotherwood will bear all risk of any continuing    
       Company would flow through to Rotherwood                     declines in the Company's business and financial   
   o   Rotherwood may be able to reduce its securities              condition and may be required to write off its     
       pledge to the lender to the extent the principal             investment in the Company if the Company's business
       balance of the $2,000,000 loan is reduced with               doesn't improve                                    
       proceeds invested by Rotherwood                          o   Any write-off of Rotherwood's investment in        
   o   Rotherwood would receive the full benefit of any             the Compnay, and any continuing losses of the      
       future appreciation in value of the Company                  Company that would be booked on Rotherwood's income
   o   Public Shareholders will receive immediate                   statement as a pass-through entity, would adversely
       liquidity in the form of $0.05 per share in                  affect Rotherwood's financial statements           
       which there has been no trading market                   o   Public Shareholders will have statutory appraisal  
   o   Public Shareholders will not be exposed to the               rights in connection with the Marger, which may    
       risk of any further declines in the Company's                increase the amount of Merger consideration payable
       business or financial condition                              by Rotherwood and require that Rotherwood bear the 
   o   Public Shareholders will no longer be minority               expenses connected with the appraisal process      
       shareholders in a corporation controlled by              o   The Merger consideration or cash payable on        
       Rotherwood                                                   exercise of statutory appraisal rights will        
   o   Public Shareholders will no longer bear the                  constitute taxable income to Public Shareholders   
       risk of the bank calling the loans, which                    whose adjusted tax basis in their shares is less   
       would result in the Company ceasing operations               than that amount, and will constitute a loss to    
       and declaring bankruptcy                                     Public Shareholders whose adjusted tax basis in    
   o   The $0.05 per share Merger consideration is                  their shares is greater than that amount           
       substantially greater than the appraised value           o   Public Shareholders will receive no benefit from   
       of the shares                                                any future improvement in the Company's business   
   o   Public Shareholders will have appraisal rights               or financial condition                             
       under Kansas law                                         o   Public Shareholders will have no interest in any   
                                                                    future appreciation in value of the Company        
                                                                o   Public Shareholders must comply with the procedural
                                                                    requirements of Kansas law to exercise their       
                                                                    appraisal rights                                   


Purposes                                                                        

The purposes of the Going Private Transaction are:                    

     o    To enable Rotherwood to acquire all of the outstanding equity interest
          in the Company as part of Rotherwood's overall reorganization plan for
the Company                                                 

     o    To provide the Company  with much needed  equity  capital,  which will
          enable the company to reduce the principal  balance of the bank credit
facility                                                    

     o    To provide immediate  liquidity to the Public  Shareholders,  who have
not been able to sell or realize any value for their shares 

     o    To relieve the Company and its management  from the expense and burden
of being a reporting company under the Exchange Act         

Reasons                                                                         

     As described in Amendment 4 to the Company's Annual Report on Form 10-KSB/A
for the year  ended  December  31,  2001 filed by the  Company  with the SEC and
incorporated  by  reference  herein,  the  Company is facing a number of serious
challenges.  The Company's net sales in 2001 were  $2,650,000,  or 20% less than
2000 net sales,  and the Company's  industry has been adversely  affected by the
recent recession and declines in capital  spending.  The Company reported a loss
in 2001 of $1,170,000 , which was in addition to losses  aggregating  $1,309,000
during 2000 and 1999. Although management's restructuring efforts and the change
in accounting  treatment of the Rotherwood  guaranty fee have contributed to net
income of $87,000 in the first three quarters of 2002, the Company  remains in a
liquidity  crisis.  As of September 30, 2002, the Company had a working  capital
deficit  (which  means the  Company's  current  liabilities  exceed its  current
assets) of ($1,884,000),  and a negative net worth of ($1,610,000).  The Company
has no borrowing  capacity under the bank credit facility and insufficient  cash
flow to finance  operations  over the next 12 months.  The Company's bank credit
facility expired on January 27, 2002 and has been temporarily extended to May 3,
2003.  However,  the bank has  requested  that the  Company  either  reduce  the
principal  balance  of the  $320,000  credit  line  or  provide  a  guaranty  or
additional  security by that date (see "Issuance of Common Stock as Compensation
for Rotherwood  Guarantee,"  above).  The Company is not in compliance  with the
financial net worth  covenant in the credit  agreement  and the $320,000  credit
line has  been  classified  as  non-conforming.  The bank has the  right to call
either  or  both  loans  at  any  time  by  exercising   its  rights  under  the
MAC/Insecurity  Clause.  SBBSL issued a revised "going  concern"  opinion on our
restated  2001  financial  statements,  indicating  substantial  doubt about the
Company's ability to continue as a going concern.                               

     Although  the Company  does not believe the bank would call the  $2,000,000
loan so long as  Rotherwood's  $2,000,000  securities  pledge  remains in place,
Rotherwood  has advised the Company it does not wish to keep the pledge in place
indefinitely and is not  contractually  obligated to the Company to maintain the
securities  pledge. If Rotherwood were to terminate the securities  pledge,  the
Company believes the bank would call the $2,000,000 loan.                       

     Neither  Rotherwood  nor its  principals  have  expressed a willingness  to
guaranty or provide additional  security for the $320,000 line of credit,  which
could be called by the bank if the  principal  balance of the credit line is not
substantially reduced or such guaranty or additional security provided by May 3,
2003.                                                                           

     The Company does not have sufficient  liquid assets to pay off the $320,000
credit line or sufficient  assets to pay off the $2,000,000  loan if either loan
is called or not extended further.  Accordingly,  if either loan is called,  the
Company  would  probably  have  to  declare  bankruptcy,  cease  operations  and
liquidate.                                                                      

     The  Company  does not believe it is  reasonable  to expect  Rotherwood  to
continue supporting the $2,000,000 loan, invest more equity into the Company and
assume  the  risk  of any  continuing  declines  in the  Company's  business  or
financial  condition if Rotherwood  owns less than 100% of the Company's  common
stock.                                                                          

     As a public  company,  Cramer is  required  to  prepare  and file  periodic
reports,  proxy statements and other information with the SEC under the Exchange
Act. For a company of Cramer's small size,  history of losses,  liquidity crisis
and limited  resources,  the cost of compliance with the Company's  Exchange Act
obligations, both in expenses and management time, is prohibitive.              

     There has been no market for the Company's common stock for many years, and
Public Shareholders have had no liquidity in their shares.                      

     The  Company is not  believed  to be a  legitimate  candidate  for  outside
investment  or a sale that would  provide  comparable  or  greater  value to the
Public Shareholders than the Going Private Transaction,  due to its high secured
leverage,  control by Rotherwood,  lack of trading market and current  financial
condition and results of operations,  and the current adverse  conditions in its
industry.                                                                       

     The  Company  has  implemented  many  of  the  components  of  management's
turnaround  plan,  including a series of product line and marketing  changes and
relocating to a smaller, more efficient facility. Although the Company has begun
to see some operating improvements as a result of these efforts, there can be no
assurance  these  changes  will  result  in any  meaningful  improvement  in the
Company's  business or  profitability  and thus no  assurance  the Company  will
remain viable, especially if the Company is not able to significantly reduce its
interest expense.  The Company may have to make a significant  investment in the
manufacturing  facility in Kansas  City,  Kansas from which it has  relocated in
order to sell or lease it.                                                      

     Although the Board  considered  several  alternatives  to the Going Private
Transaction,  the Company did not take any steps to obtain alternative financing
for the reasons discussed in "Alternatives," below.                             

Interest of Rotherwood and Affiliates in Net Book Value and Net Earnings        

     The following table describes the interest of Rotherwood and Mr.  Zicarelli
in the  restated  net book value and net  earnings of the Company as of December
31,  2001,  in dollar  amounts  and  percentages,  and as  adjusted to take into
account the Going Private Transaction (dollars in thousands).                   

                                                        [Enlarge/Download Table]

                                                                                                                      
                             -----------------------------------------------------------------------------------------
                                                                December 31, 2001                                     
                             -----------------------------------------------------------------------------------------
                                               Actual                                   As Adjusted(1)                
                             -------------------------------------------- --------------------------------------------
                                Net Book Value          Net Earnings         Net Book Value          Net Earnings     
                             ---------------------- --------------------- ---------------------- ---------------------
                                 $          %           $          %          $          %           $          %     
---------------------------- ---------- ----------- ---------- ---------- ---------- ----------- ---------- ----------
Rotherwood(2)                  (874)      51.6%       (604)      51.6%     (1,694)      100%      (1,170)     100%    
---------------------------- ---------- ----------- ---------- ---------- ---------- ----------- ---------- ----------
James R. Zicarelli(3)          (53)        3.1%       (36)       3.1%       (102)        6%        (70)        6%     
---------------------------- ---------- ----------- ---------- ---------- ---------- ----------- ---------- ----------

(1)  Taking into  account  the  issuance of 4 million  shares to  Rotherwood  as
     letter of credit/pledge fees, Rotherwood's purchase of 18 million shares of
     common stock for $900,000, cancellation of the Public Shareholders' shares,
     and payment of the Merger  consideration to the Public  Shareholders in the
aggregate amount of $98,000                                           

(2)  Rotherwood's   interest  in  these  items  is  attributable  to  Rotherwood
Investments as Rotherwood's parent                                    

(3)  Mr.  Zicarelli owns a 6% interest in Rotherwood,  which results in a deemed
     3.1%  interest in the net book value and net earnings of the Company  prior
to consummation of the Going Private Transaction.                     

Factors Considered                                                              

     In  determining  whether to complete  the Going  Private  Transaction,  the
Rotherwood  Parties and the Company  considered  several factors,  including the
historical  financial  performance and historical  losses of the Company and the
potential  benefits to the Company's business if the Company were to cease being
a  public  reporting  company.  The  Rotherwood  Parties  and the  Company  also
considered:                                                                     

     o    the  elimination of additional  burdens on management  associated with
          public  reporting and other tasks resulting from the Company's  public
company status                                              

     o    the Company's small size in terms of revenues, employees and number of
managers                                                    

     o    the expense associated with being a public company (for example,  as a
          privately-held  entity,  the  Company  would no longer be  required to
          prepare,  file,  print  and  distribute  quarterly,  annual  or  other
periodic reports and proxy statements)                      

     o    the past and current  absence of any trading  market or liquidity  for
the Company's common stock                                  

     o    the greater  flexibility  that the Company's  management would have to
focus on long-term business goals as a non-reporting company

     o    the availability of the Company's net operating loss carry forwards in
the event that the Company were to become profitable        

     o    recent public capital  market trends  affecting  micro-cap  companies,
          including  lack of interest by  institutional  investors  in companies
with a limited public float and no trading.                 

Alternatives                                                                    

     The  Rotherwood   Parties  and  the  Company   believe  the  Going  Private
Transaction  represents  a cost  effective  way for  Rotherwood  to acquire  the
outstanding  public  minority equity interest in the Company while providing the
Company with needed capital to attempt to turn its business around and providing
Public  Shareholders with immediate  liquidity for their shares.  The Rotherwood
Parties and the Company considered and rejected other alternatives,  including a
long-form merger because it would have added to the cost of this proxy statement
and the Going Private  Transaction  and would not have  increased  value for the
Public  Shareholders,  and because  shareholder  approval of a long-form  merger
would have been assured  given  Rotherwood's  51.6%  control over the  Company's
outstanding  shares.  The  Rotherwood  Parties and the Company also rejected the
alternative of a tender offer because it would have entailed  additional  costs,
100%  acceptance of a tender offer was  uncertain,  the Company would still have
needed a cash infusion from Rotherwood,  and a subsequent  short-form merger may
still have been  required in order to  accomplish  the  objective  of becoming a
private company.                                                                

     The Rotherwood  Parties and the Company also  considered the advantages and
disadvantages of other alternatives to Rotherwood's  acquisition of the minority
interest in the Company, including:                                             

     o    a sale of new equity  securities  in the Company to a new  investor or
investors                                                   

o    a sale by Rotherwood of its equity interest in the Company       

     o    leaving  the  Company  as  a  majority-owned,   public  subsidiary  of
Rotherwood                                                  

     The first alternative, seeking outside capital from a new investor, was not
considered  feasible  given the  Company's  financial  condition  and history of
substantial losses,  Rotherwood's control of the Company, and the current market
conditions  for micro-cap  companies  with no trading  market.  The Company also
believes no other  lender would agree to provide  credit to the Company  without
substantial new incentives from  Rotherwood,  which Rotherwood has advised it is
not willing to provide.                                                         

     The  second  alternative,  selling  Rotherwood's  equity  interest  in  the
Company,  was briefly  considered.  It was not an alternative that was seriously
considered, given the Company's dependence on Rotherwood and the belief that the
Company would likely not survive without Rotherwood's  collateral support of the
$2,000,000 loan.                                                                

     Obtaining  outside  capital from a new  investor or a sale of  Rotherwood's
interest would also provide no liquidity to the Public Shareholders.            

     In the  view  of the  Rotherwood  Parties  and  the  Company,  there  is no
advantage to Rotherwood,  the Company or the Public  Shareholders in the Company
remaining  as  a   majority-owned,   public   subsidiary  of   Rotherwood.   The
disadvantages  of that status,  which were considered by the Rotherwood  Parties
and the Company, include the inability to achieve many of the benefits of taking
the Company  private  discussed  above.  The Rotherwood  Parties and the Company
concluded that the advantages of leaving the Company as a majority-owned, public
subsidiary were  significantly  outweighed by the disadvantages of doing so, and
accordingly that alternative was rejected.                                      

     The  Rotherwood  Parties  and the  Company  also  considered  the lack of a
trading market for the Company's  common stock and considered  that if the Going
Private Transaction was consummated,  it would result in immediate liquidity for
the Public Shareholders.                                                        

     Although the Company has  implemented a number of elements of  management's
turnaround  plan and the Company earned $87,000 in net income in the first three
quarters  of  2002,  the  ultimate   success  of  the  turnaround  plan  remains
speculative and may depend on a substantial  increase in sales,  which cannot be
assured.  There  can be no  assurance  of  any  substantial  improvement  in the
Company's  business  or  financial   condition  even  after  the  Going  Private
Transaction  is  consummated.   The  Company  remains  in  a  liquidity  crisis.
Management has not taken any steps to seek alternative financing for the Company
because  management did not believe the turnaround  plan would,  at least in the
foreseeable  future,  eliminate any of the adverse  factors  described above and
therefore believed any attempt to obtain such financing would be fruitless.     

     Although the Meara King appraisal  described below considered  management's
projections  of  revenue  growth  and  positive  operating  income for the years
2002-2005,  those  projections  were  substantially  discounted by Meara King in
arriving  at an  appraised  value of $0.01 per share.  Management  believes  the
discount applied by Meara King was appropriate in light of                      

o    the speculative nature of revenue and cash flow projections      

o    the current adverse conditions in the Company's industry         

o    the Company's history of losses and shareholders' deficits       

     o    the Company's  liquidity  crisis and need for equity capital to reduce
debt and sustain operations                                 

o    the Company's high leverage                                      

Effects                                                                         

     For a  discussion  of  the  impact  of the  Going  Private  Transaction  on
Rotherwood  and the Public  Shareholders,  see "Benefits and Detriments to Going
Private Transaction" above and "Fairness of the Transaction" below.             

     For a discussion of certain federal income tax  consequences of the Merger,
see "Terms of the Transaction - Federal Income Tax Consequences" above.         

Fairness of the Transaction                                                     

     The following table summarizes the impact of the Going Private  Transaction
on the Rotherwood Parties and the Public Shareholders:                          

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ROTHERWOOD PARTIES
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o    Rotherwood will have complete control over the Company's business

     o    The  Company  will be  freed  from the  time  and  expense  of being a
          reporting company under the Exchange Act o Rotherwood will have a 100%
          interest in any improvement in the business and financial condition of
the Company                                                 

     o    Rotherwood  will have a 100% interest in any  appreciation in value of
the Company                                                 

     o    Rotherwood  will bear the sole risk of any  continuing  decline in the
Company's business or financial condition                   

     o    Rotherwood  and  Mr.   Zicarelli   will  have  no  further   fiduciary
          responsibility to the Public  Shareholders o Rotherwood will no longer
          be  required  to  submit  any  issues  for   approval  of  the  Public
          Shareholders   and  will  no  longer  be  required  to  maintain   any
independent directors on Cramer's Board                     

     o    Rotherwood  will  be  required  to  invest  $900,000  in  the  Company
          (including the November 2002 $125,000  relocation expense advance) and
          pay  approximately  $98,000  in  Merger  consideration  to the  Public
Shareholders                                                

     o    Rotherwood  will be required to pay the  expenses of the Gong  Private
Transaction                                                 

     o    Rotherwood  will assume the risk that a Kansas court may award greater
          than $0.05 per share to Public Shareholders  properly exercising their
appraisal rights                                            

     o    Rotherwood   will   derive  the  sole   benefit   from  the  tax  loss
          carry-forwards  of the Company if the Company generates taxable income
          in                             the                              future
--------------------------------------------------------------------------------
 PUBLIC SHAREHOLDERS
--------------------------------------------------------------------------------

  o    The Public Shareholders will no longer own any stock in the Company

   o    The Public  Shareholders  will have no voting  rights in the Company

     o    The Public  Shareholders will have immediate  liquidity in the form of
the $0.05 per share cash Merger consideration               

o    The Public Shareholders will have statutory appraisal rights     

     o    The Public  Shareholders  will have no interest in any  improvement in
the Company's business or financial condition               

     o    The Public  Shareholders  will have no interest in any appreciation in
value of the Company                                        

     o    The Public  Shareholders  will have no further risk of any  continuing
declines in the Company's business or financial condition   

     o    The Public  Shareholders  will  receive  no  further  reports or proxy
statements from the Company under the Exchange Act          

--------------------------------------------------------------------------------

     The  Rotherwood  Parties and the  Company  believe  that the Going  Private
Transaction is fair to the Public  Shareholders.  The following are the material
factors  considered by the Rotherwood Parties and the Company in determining the
fairness of the Going Private Transaction to the Public Shareholders:           

     o    Financial Condition. The Rotherwood Parties and the Company considered
          the fact that  there  exists  substantial  doubt  about the  Company's
          ability  to  continue  as  a  going  concern,  given  its  history  of
          substantial losses,  negative working capital,  and net worth covenant
          default under its bank credit  agreement.  Although the Company earned
          net income of $87,000 in the first three  quarters of 2002,  there can
          be no assurance this trend will continue, especially if the Company is
          not able to generate  significant  increases in sales.  The Rotherwood
          Parties also considered the fact that the Company's survival is almost
          totally dependent upon Rotherwood  providing a pledge of collateral to
          secure the Company's  $2,000,000 bank loan. The Rotherwood Parties and
          the  Company  also  considered  that  given  the  Company's  financial
          condition it was not likely that the Company  could obtain  substitute
          or additional  debt or equity  financing  from a third party lender or
investor.                                                   

     o    Limitations  as a  Public  Company.  The  Rotherwood  Parties  and the
          Company  considered  the fact that the  Company's  negligible  trading
          volume, its virtual non-recognition among its public competitors,  its
          lack of  institutional  sponsorship  and  limited  public  float,  its
          majority control by Rotherwood,  the lack of any firms making a market
          in its  common  stock,  and lack of  research  attention  from  market
          analysts, had adversely affected the trading market for, and the value
          of, the Company's common stock. The Rotherwood Parties and the Company
          also considered the valuation  appraisal performed by Meara King which
          determined  the fair market  value of the common stock to be $0.01 per
          share. The Rotherwood Parties and the Company also considered the fact
          that the Company would not have  sufficient  independent  directors to
          comply  with the rules of the  NASDAQ  stock  market  and could not be
          listed  without  recruiting  independent  board  members  who would be
          difficult to attract in the current  environment,  given the Company's
          financial situation.  The Rotherwood Parties and the Company concluded
          that under the  circumstances,  the $0.05 per share cash consideration
          to be received by the Public Shareholders was preferable to continuing
          with the status  quo.  Accordingly,  The  Rotherwood  Parties  and the
          Company  concluded  that  shareholder  value  was  not  likely  to  be
maximized were the Company to remain a public company.      

     o    Future Prospects.  The Rotherwood  Parties and the Company  considered
          the adverse  conditions in the Company's  industry.  Over the past two
          years,  the office  furniture  industry has  experienced a substantial
          decline in  shipments.  This decline has been related to weaknesses in
          corporate   profits,   white-collar   employment   growth,   corporate
          construction  and capital  expenditures,  all primary  drivers of this
          industry.  According  to  the  Business  and  Institutional  Furniture
          Manufacturer's  Association (BIFMA),  total volume for the U.S. office
          furniture  market  totaled  $10.9 billion in 2001, a decrease of 17.4%
          over 2000. That figure  represents the largest decline in the industry
          since the association  began recording  statistics in 1971.  Moreover,
          the  Association  projected  volume  for 2002 to further  decrease  to
          approximately $8.8 billion,  which represents a 20.3% decline compared
          to 2001.  Although  BIFMA is forecasting a 5.6% increase in volume for
          2003, the Company's  outlook for the industry  remains  cautious.  The
         Company believes it is unclear when industry conditions will improve.

     o    Financial Performance and Future Prospects. The Rotherwood Parties and
          the  Company  considered  the  Rotherwood  Parties'  knowledge  of the
          Company's business,  operations,  assets and financial condition,  and
          the going concern opinions of the Company's independent auditors. With
          respect  to  prospects,   the  Rotherwood   Parties  and  the  Company
          considered the  projections and  uncertainties  related to adoption of
          the  turn-around  plan and the  significant  debt facing the  Company.
          While  management's  restructuring  efforts and the revised accounting
          treatment of the Rotherwood  guaranty fee contributed to net income of
          $87,000 in the first three quarters of 2002, the Company  remains in a
          liquidity crisis, and believes it will require significantly increased
          sales in order to sustain  profitability.  The Rotherwood  Parties and
          the Company also considered  that if the Going Private  Transaction is
          not  completed,  the bank may call the $320,000 line of credit,  which
          could result in the  bankruptcy and  liquidation  of the Company.  The
          Rotherwood  Parties and the Company  also  considered  the impact that
      these factors had and could have on the value of the common stock.

     o    Meara King  Appraisal.  The  Rotherwood  Parties and the Company  also
          reviewed Meara King's initial appraisal which was delivered on October
          19, 2001 and an updated  appraisal  dated May 31, 2002,  including the
          opinion of Meara  King that the fair  market  value of the  Company is
          $0.01 per share.  Summaries of Meara King's  appraisal  reports  dated
          October 19, 2001 and June 12, 2002,  are attached as Exhibit B to this
          proxy  statement.  In addition,  the  presentation  of and the factors
          considered by Meara King in its appraisal as discussed under "Reports,
          Opinions,  Appraisals,  and  Negotiations"  supported  the  Rotherwood
Parties' and the Company's determination.                   

     o    Market  Price and  Premium.  The  Rotherwood  Parties  and the Company
          considered  that (i) the $0.05 per share to be  received by the Public
          Shareholders in the Merger is substantially  higher than the $0.01 per
          share  value  determined  by  the  Meara  King  appraisal;   (ii)  the
          withdrawal of Rotherwood's  transactions  could have an adverse impact
          on the survival of the Company and the value of the  Company's  common
          stock and any future  liquidity of the Company's  common stock;  (iii)
          the  consideration  to be  received  by the Public  Shareholders  will
          consist  entirely of cash; and (iv) the $0.05 per share  consideration
          is higher than the  Company's  negative net worth as of September  30,
2002.                                                       

     o    Other Potential  Investors and Buyers.  The Rotherwood Parties and the
          Company also considered that no third party has indicated any interest
          in  purchasing  or  investing  in  the  Company  in  many  years.  The
          Rotherwood  Parties and the Company also  considered  the fact that no
          other bidder is likely to emerge, given that Rotherwood currently owns
          51.6% of the  outstanding  common stock of the Company,  and given the
          Company's financial condition. Accordingly, the Rotherwood Parties and
          the  Company  believe  that it is not likely that any party other than
          Rotherwood  would propose and complete a transaction  on comparable or
          more favorable terms to the Public  Shareholders.  The Company did not
          take any steps to obtain alternate debt or equity financing or to find
          a buyer  for the  Company  because  management  did not  believe  such
efforts would be fruitful.                                  

     o    Risks of Turn-around Strategy.  The Rotherwood Parties and the Company
          considered  the  risks  in  embarking  on a  turn-around  plan and the
          likelihood  that without  additional  investment by  Rotherwood  there
          could be no  restructuring,  and thus the Company's future will remain
          uncertain.  The Rotherwood Parties and the Company also considered the
          risk  that  the  turnaround  plan  may  not be  successful  even  with
Rotherwood's investment.                                    

     o    Availability  of  Appraisal  Rights.  The  Rotherwood  Parties and the
          Company  considered  the fact  that  Kansas  law will  entitle  Public
          Shareholders  who file a written  notice of intent with the Company to
          obtain the "fair value" of their shares,  as determined by a court, in
connection with the Merger.                                 

     The Rotherwood  Parties and the Company also  considered a variety of risks
and other potential negative factors  concerning the Going Private  Transaction.
These included the following:                                                   

     o    Independence.  The Rotherwood  Parties and the Company  considered the
          fact  that  the  Company  does  not  have a  majority  of  independent
          directors,  and that there have been no independent financial or legal
advisers appointed to represent the Public Shareholders.    

     o    Loss of  Equity  Interest.  The  Rotherwood  Parties  and the  Company
          considered that upon completion of the Merger, the Public Shareholders
          will not  participate  in any  future  net  income  or  growth  of the
          Company.  Consequently,  if the Company is able to turn itself around,
          any  future  appreciation  in  value of the  Company  would be for the
          benefit  of the  Rotherwood  Parties  only.  Because  of the risks and
          uncertainties  associated  with the Company's  future  prospects,  the
          Rotherwood  Parties and the Company have  concluded that the immediate
          liquidity  provided by going  private  will be more  favorable  to the
          Public Shareholders than enabling them to have a speculative potential
future return.                                              

     o    Conflicts  of  Interest.   The  Rotherwood  Parties  and  the  Company
          considered  the  conflicts  of  interests  of Mr.  Zicarelli  and  the
    Company's senior management, who are affiliated with Rotherwood.

     o    Taxation  of  Transaction.  The  Rotherwood  Parties  and the  Company
          considered  that the cash  consideration  to be received by the Public
          Shareholders  will  result in  taxable  income  or loss to the  Public
Shareholders.                                               

     o    Recourse Against  Rotherwood.  The Rotherwood  Parties and the Company
          considered  that it would be difficult  for the Company to enforce any
          commitment against Rotherwood,  in the event of its breach, due to its
control of the Company.                                     

     In considering the Going Private  Transaction,  the Rotherwood  Parties and
the Company  considered Meara King's analyses to determine the fair market value
of the Company.  The Rotherwood  Parties and the Company also reviewed  internal
financial  analyses prepared by management and reviewed with the officers of the
Company its historical and projected results, but neither the Rotherwood Parties
nor the Company independently generated their own separate financial analysis of
the transaction.                                                                

     The Rotherwood  Parties and the Company concluded that the positive factors
outweighed  the  negative  factors.  Because  of  the  variety  of  the  factors
considered,  the  Rotherwood  Parties  and the  Company  did not  make  specific
assessments  of, quantify or otherwise  assign relative  weights to the specific
factors  considered  in reaching  the  determination  to proceed  with the Going
Private  Transaction.  The determination was made after  consideration of all of
the factors together.                                                           

     Approval of the Going Private  Transaction  is assured  given  Rotherwood's
51.6% control of the Company.  The Going Private Transaction is not subject to a
class  vote  of  the  Public  Shareholders.   The  Company  did  not  retain  an
unaffiliated  representative to act solely on behalf of the Public  Shareholders
for the purpose of negotiating the terms of the Going Private Transaction and/or
preparing a report  concerning  the fairness of the Going  Private  Transaction.
Because  only  one  of the  Company's  two  directors  is  not  affiliated  with
Rotherwood, the Going Private Transaction has not been approved by a majority of
directors who are not employed by the Company or affiliated with Rotherwood. The
Board did not appoint a special committee of Public Shareholders to negotiate or
consider  the  fairness  of  the  Going  Private   Transaction   to  the  Public
Shareholders.                                                                   

     The  Company  and  the  Rotherwood  Parties  did not  implement  any of the
foregoing  procedures  because it was not believed the Company  could afford the
additional  time and expense  required to do so, because it was not believed the
Company could recruit additional independent  directors,  because Rotherwood did
not wish to incur  the  expense  of the  Going  Private  Transaction  and risk a
negative class vote by the Public  Shareholders,  and because Rotherwood did not
believe the time and expense of these  procedural  safeguards  were supported by
the  value  of  the  Company  or the  size  of the  Going  Private  Transaction.
Nevertheless,   the  Rotherwood  Parties  and  the  Company  believe  there  are
sufficient  procedural safeguards to ensure the procedural fairness of the Going
Private Transaction to the Public Shareholders, including:                      

     o    Mr. Zicarelli abstained from voting on the Going Private  Transaction,
          and the  Going  Private  Transaction  was  approved  by the  Company's
independent  director                                       

     o    The  Company  obtained  the Meara  King  appraisal,  which  Meara King
          advised was performed in accordance with Internal  Revenue Ruling 5-60
and Uniform Standards of Professional Appraisal Practice    

     o    The  purchase  price for the 18  million  shares  and the cash  Merger
          consideration  are  substantially  higher  than the fair  value of the
Company's shares determined by Meara King                   

     o    Public  Shareholders  who  believe  that the $0.05  per  share  Merger
          consideration  is inadequate have the right to petition a Kansas court
to determine the appraised value of their shares            

     The Board carefully  considered all of the factors  described in this proxy
statement and decided, based upon such factors, that the Merger consideration is
fair to the Public  Shareholders and that the procedural  safeguards  summarized
above were sufficient  under the  circumstances  to protect the interests of the
Public  Shareholders.  In making such  determination,  the Board placed  special
emphasis  on  management's  and the  Board's  belief  that if the Going  Private
Transaction  is not  consummated,  the  Company  may not be able  to  remain  in
business  indefinitely  and the Public  Shareholders  could receive  nothing for
their interest in the Company.                                                  

Reports, Opinions, Appraisals and Negotiations                                  

     In September  2001, the Company  retained the firm of Meara,  King & Co. to
appraise the value of the Company's  common stock.  That firm's appraisal report
dated  October 19, 2001 states their  opinion that the value of the common stock
is $0.01 per share.  In May of 2002,  the Company asked Meara King to update its
appraisal  report.  Meara King delivered an updated  appraisal on June 12, 2002.
The updated  appraisal  states that in that firm's opinion the fair market value
of the Company's common stock as of May 31, 2002 is $0.01 per share. Neither the
Company nor the Rotherwood  Parties  suggested a value for the Company's  common
stock.                                                                          

     Neither  the  Company  nor  the  Rotherwood  Parties  or  their  respective
affiliates  had any prior  relationships  or  engagements  with Meara King until
Meara King was  engaged by the Company to  appraise  the value of the  Company's
common  stock,  except  that in 1998,  Meara  King  performed  a  valuation  for
Sagebrush Corporation,  a subsidiary of Rotherwood Corporation,  the predecessor
to Rotherwood.  This appraisal was performed in connection with the merger of an
entity called Econo-Clad into Sagebrush Corporation. Meara King was paid $12,518
for this appraisal.                                                             

     Meara King  provides  business  valuation  services  for such  purposes  as
general  business  planning;   determining   income,   estate  and  gift  taxes;
establishing  the value of employer  securities  held by ESOP plans;  completing
mergers,  acquisitions and divestitures;  and resolving  litigation.  The firm's
industry experience includes manufacturing,  retailing, construction, insurance,
distribution,  utilities, computer software, trucking, automobile and restaurant
franchises  and  service   businesses  such  as  advertising,   law,   medicine,
architecture  and printing.  The firm has been engaged by judges,  attorneys and
litigants to assist in valuation  issues in legal matters in federal,  state and
county  courts  throughout  the United  States.  The firm's  professional  staff
numbers 20, most of whom are certified public accountants.                      

Introduction                                                                    

     The Company identified two other appraisal firms in the Kansas City area to
undertake this engagement,  but chose the Meara King firm. The engagement letter
stated that the  objective of the  appraisal  was to  determine  the fair market
value of the Company to assist the Company's  Board of Directors or shareholders
considering various alternatives for a restructuring or strategic transaction.  

     Meara King reported that the appraisals  were conducted in accordance  with
Internal  Revenue Ruling 59-60,  which provides  guidelines for valuing  closely
held businesses for income, estate and gift tax purposes. Meara King advised the
Company  that the  appraisals  were also  conducted in  accordance  with Uniform
Standards of Professional  Appraisal Practice.  Meara King engaged Dan Craig MAI
at the Company's expense to appraise the Company's real estate.  Meara King also
engaged Kenneth Fowler,  ASA at the Company's  expense to appraise the Company's
equipment and machinery.  The Company paid Meara King  consideration of $12,611,
and paid $3,000 to Mr. Craig and $2,800 to Mr.  Fowler.  The Company paid $5,575
to Meara King in connection  with the updated  appraisal,  for aggregate fees of
$18,186 to Meara King and $5,800 to the two other appraisers.                   

     The following is a summary of Meara King's  appraisal  dated June 12, 2002.
Because the firm  concluded that the value of the Company was $0.01 per share in
September  2001 and  $0.01 per share as of May 31,  2002 and  because  the later
appraisal  relies on more current data, this summary only covers the most recent
appraisal.                                                                      

     The updated  appraisal was delivered on June 12, 2002. As described in this
proxy statement, the Company recently revised its accounting treatment of the 2%
quarterly  letter of  credit/securities  pledge fee payable to Rotherwood in the
form of common stock.  The Company  originally  accrued $40,000 in guaranty fees
for the  fourth  quarter  of 2001 and  $40,000  in each of the first and  second
quarters of 2002,  based on the $0.05 per share  exchange value agreed to by the
Company and  Rotherwood.  The Company has since  determined  that the fee should
have been  recorded on the basis of the $0.01 per share fair market value of the
common stock being issued to Rotherwood established in the Meara King appraisal,
or $8,000 per  quarter.  The effect of this  accounting  change was to  decrease
expenses and  decrease net loss by $32,000 in 2001 and to decrease  expenses and
increase  net income by $32,000 in each of the first two  quarters of 2002.  The
Company has amended its  December  31, 2001 Form  10-KSB/A and March 31 and June
30, 2002 Form  10-QSB's and restated the financial  statements  for 2001 and the
first and second  quarters of 2002  contained  in those  reports to reflect this
accounting  change.  Meara King relied on the prior  treatment in preparing  its
updated  appraisal,  and  did not  rely on the  revised  treatment  or  restated
financials in creating its forecasted earnings and other estimates.  The Company
has discussed the accounting  change with Meara King. On December 9, 2002, Meara
King advised the Company that the accounting  change would not alter its opinion
that the fair market value of the Company's common stock is $0.01 per share.    

     In the  October  2001  appraisal,  Meara  King used both a net asset  value
method  and  a  discounted   future  earnings  method  and  reconciled  the  two
methodologies to reach a value. The more recent appraisal,  as summarized below,
also uses a net asset value method, but because the value derived was a negative
number, Meara King concluded that result was not meaningful, and that method was
not used to derive an ultimate value.                                           

Summary  of  Information  Reviewed  by Meara  King  and  Overview  of  Valuation
Assumptions                                                                     

     In reaching its conclusion of fair market value, Meara King analyzed, among
other things,  the historical  financial  statements of the Company for the past
three  fiscal  years,  for the three  month  period  ended arch 31, 2002 and the
four-month  period ended April 30, 2002,  in each case before  restatement.  The
firm also analyzed  management  documents  and  forecasts and industry,  market,
economic and capital  market data. The appraisal firm also visited the Company's
facilities and  interviewed  the Company's  management  team. The appraisal firm
viewed the Company as a privately held business  because although the Company is
a reporting  company,  the common stock is not publicly  traded.  Under  Revenue
Ruling 59-60,  Meara King considered the nature of the Company's  business since
inception;  economic  outlook in general  and the  conditions  of the  Company's
industry;  book value of the stock and the financial  condition of the business;
earnings  capacity of the  Company;  dividend  paying  capacity of the  Company;
goodwill and  intangible  value;  sales of stock and size of block to be valued;
and market price of stocks of public competitors.  Meara King's objective was to
determine  fair  market  value,  which it  defined  as the  cash  price in which
property would change hands between a willing  hypothetical  uncoerced buyer and
seller.                                                                         

Summary of Approaches to Value Deemed Appropriate by Meara King                 

     Meara King determined that the appropriate  approaches for the Company were
to use the cost approach and the income approach.  The cost approach relies on a
valuation of the Company's  assets and liabilities as adjusted to reach the fair
market value. The income approach is an earnings-based method of discounting the
Company's  potential future earnings to present value and was deemed appropriate
because of management's plan to turn the Company around.                        

Review  of  Business,  Restructuring  Efforts,  Company,  Industry,  Market  and
Economic Factors, Financial Statement Analysis                                  

     Meara King reviewed the Company's industry and business history,  observing
that the  Company  has  suffered  significant  losses  from  1999 to  2001.  The
appraisal  firm did note that the Company has undertaken a  restructuring  plan,
which  commenced in early 2001. The  restructuring  plan has included  workforce
reductions,  including  management  replacement and implementing several changes
including  redirecting marketing efforts toward core products and sales channels
that have performed well in the past and discontinuing  non-performing products.
The restructuring effort also includes re-evaluating manufacturing and inventory
practices.  The Company has begun outsourcing  certain products and has leased a
smaller, more efficient facility.                                               

     Meara King reviewed the background of the management  team and reviewed the
status of the Company's labor  relations.  Meara King also studied the Company's
revenues by product,  its trademarks,  its marketing  strategies,  customers and
distribution  channels.  Meara  King also  examined  the  Company's  competitive
environment, noting that the Company's six biggest competitors have a 60% market
share.   Meara  King  also   reviewed  the  Company's   facilities   and  recent
divestitures.                                                                   

     As a result of this review, Meara King observed that key strengths were the
Company's established workforce, patents and trademarks.  However, the firm also
noted that key weaknesses  were  significant  product  inefficiencies,  a highly
leveraged balance sheet, lack of capital, a severe  competitive  environment and
poor economic outlook.  Meara King next looked at economic conditions  generally
and competitive  conditions in the office furniture market.  The firm noted that
the  industry  was  experiencing  difficult  conditions  and that demand for the
Company's  products  could  remain  flat.  Meara King did note that  despite the
difficult  conditions,  the Company's  restructuring  plan had  contributed to a
first quarter 2002 operating  profit (before  restatement) of $16,000.  However,
interest  obligations  under the bank credit  facility had (before  restatement)
kept the Company in a loss position.                                            

     Meara King also examined the  Company's  stock  ownership,  stock sales and
dividend history. The firm noted that the Company is public, but the last public
trade was in 1998.  Accordingly,  the Company  would be valued as a closely held
business.  The firm also reviewed the  Company's  largely  unsuccessful  odd-lot
tender offer in 2001 in which  eligible  shareholders  that chose to participate
could receive $0.015 per share plus a Kik-Step product.  Because the Company has
not paid  dividends on its common stock in recent years,  the firm placed little
or no emphasis on dividends.                                                    

     Meara King next analyzed the Company's  balance sheet and income  statement
items  for the last  three  years  and as of April 30,  2002.  The firm  noted a
significant decline in total assets, a working capital deficit, and decreases in
intangible  assets.  Stockholders'  equity (before  restatement)  decreased from
$648,000 at  December  31, 1999 to a negative  $1.7  million at April 30,  2002.
There have also been significant  increases in current  liabilities.  Meara King
also studied the Company's  highly  leveraged  condition and the Company's  debt
obligation  that has increased by $600,000 over last three years.  The firm also
analyzed the income statements going back three years and for the four months of
2002 (before  restatement)  and examined  trends in the line items of the income
statements.  Meara King noted that total revenues  decreased 6.5% per year since
1998,  gross  profit  decreased  from 28.6% in 1998 to 22.1% in 2001,  operating
expenses as a  percentage  of revenue  increased  from 27.6% in 1998 to 31.9% in
2001,  and  other  expense  significantly  increased  due to the  use of  credit
facility (all before  restatement).  The Company  recorded a marginal  profit in
1998,  but had  recorded  net losses in each year since  then,  including a $1.2
million net loss in 2001 (before restatement).                                  

     Meara King  studied the first  quarter of 2002 income  statement  and noted
significant trends:  total revenues decreased 38% compared to the same period in
2001 due to competition and economic  conditions;  margins are improving and the
cost of goods sold as a percentage of revenue  significantly  decreased to 65.4%
compared  to 77.9% in the same  period in 2001 due to lower  material  costs and
overhead  reductions;  operating  expenses as a percentage  of revenues  (before
restatement) increased to 34% compared to 31.9% in 2001; net operating income of
$16,000 and a net loss of $14,000 (both before  restatement) were recorded;  net
profit margin was a negative .7%, but this was a  significant  improvement  over
the negative  11.5%  recorded in the first quarter or 2001.  Meara King observed
that these  trends  reflected  the  Company's  restructuring  efforts and if the
Company  focused  on  generating  sales,  it could lead to future  stability  in
operations.                                                                     

     Meara  King  also  examined  traditional  valuation  ratios  including  the
Company's quick ratio,  current ratio,  solvency ratio,  efficiency  ratio,  and
profitability  ratio and compared  these to  competitors  with the same standard
industrial   classification   code.  Meara  King  noted  that  the  Company  was
essentially  insolvent and these ratios did not compare  favorably  with typical
members of the  industry.  The firm observed  that these  negative  measurements
hindered value and significantly  increase the risk associated with the Company.
Meara King also looked at investment  performance and  profitability  ratios for
the  Company  as  compared  to SIC  competitors  and  noted  that the  Company's
investors have  experienced  significant  negative  returns compared to positive
returns for investors in other members of the industry.                         

     As a result of this analysis of the Company's historical financial results,
the  appraisal  firm noted a downward  operating  trend  resulting in net losses
(before  restatement)  and a very weak  financial  position.  The appraisal firm
concluded  that no  meaningful  indications  of value  could be  derived  from a
valuation method based on historical  earnings.  However, the restructuring plan
appears  to  be  achieving  results  and  therefore,  an  earnings-based  method
valuation  using  estimated  future  earnings  was  deemed  appropriate.  Due to
uncertainties  surrounding operations,  an asset-based method was also used, but
this was ultimately found not to be meaningful.                                 

Summary of Income Approach--Discounted Future Earnings Method                   

     The  first  method  of  valuation  that  Meara  King  relied  upon  was the
discounted   earnings  method.   Although  the  Company's   operations   (before
restatement)  were  unprofitable,  Meara King  determined  that this  method was
appropriate  because of management's  restructuring  plan.  Under the discounted
future  earnings  method,  Meara King forecasted  earnings and discounted  these
earnings to present value to determine the value of the Company.                

     Meara  King first  developed  a  forecasted  return  based on  management's
forecasts  through  December 31, 2005.  The appraiser  selected  pre-tax  income
available to equity  owners as an  appropriate  return.  The firm noted that the
Company  has a  significant  deferred  tax  asset in net  operating  loss  carry
forwards  that will only be realized if the Company is able to generate  taxable
income  in  the  future.  Based  on  discussions  with  management,  Meara  King
determined to apply an after-tax  discount rate to pre-tax income to account for
the  value  of  the  net  operating  losses.  The  following  is  a  summary  of
management's  assumptions  and  resulting  projected  balance  sheets and income
statements from 2002 to 2005.                                                   

Management Assumptions                                                          

     Revenues.  Meara  King  relied on  management's  estimate  that  revenue is
projected  to grow at a rate of 3% per year up to 2005.  This  rate of growth is
expected to occur from  stabilizing  product  pricing and volume  increases from
improved marketing and increasing product awareness.                            

     Cost of goods  sold.  Management  estimates  that  cost of goods  sold as a
percentage of revenues should improve from 77.9% in 2001 to approximately 67% in
2002. By 2005, these costs are expected to be 65% of revenue. These improvements
are expected to occur from improving production processes,  outsourcing products
and moving to a new facility.                                                   

     Operating  expenses.  Operating  expenses  as a  percentage  of revenue are
projected  to remain 29% of revenue  for 2002 and  increase to 33% of revenue by
2005 due to increased sales and marketing expenditures.                         

     Other expenses.  These consist of interest, cash discounts and other income
and expense. These were estimated to remain constant at 2% of revenue.          

     Income taxes.  Income taxes were not estimated due to the effect of the net
operating loss carry forwards.                                                  

     Debt.  Meara King's model assumes that  Rotherwood  does not  contribute to
reduce the Company's  debt, and therefore  interest and guarantee fees will keep
the Company from profitability.  Rotherwood's equity investment would enable the
Company to reduce  interest  expense  and fee  obligations,  which could at some
point in the future  result in net income to the Company.  Meara King  concluded
that to assess value today,  the equity  investment  would not be included.  The
value of the investment is reflected in  determining  the  appropriate  discount
rate.                                                                           

     The following charts show management's  projected balance sheets and income
statements from 2002 to 2005 that Meara King used to derive a net income number:

                                                        [Enlarge/Download Table]

                                                                                                                             
-----------------------------------------------------------------------------------------------------------------------------
Cramer, Inc.                                                                                                                 
Projected Balance Sheets                                                                                                     
-----------------------------------------------------------------------------------------------------------------------------
                                                                           December 31(1)                                    
======================================== ====================================================================================
Assets                                           2002                  2003                 2004                 2005        
======================================== ====================== ==================== ==================== ===================
Current assets                                     1,879,246            1,988,361            2,051,548           2,140,397   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Net fixed assets                                     765,325              619,875              623,204             683,282   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Total assets                                       2,644,571            2,608,236            2,674,752           2,823,679   
======================================== ====================== ==================== ==================== ===================
Liabilities                                     2002                  2003                 2004                 2005         
======================================== ====================== ==================== ==================== ===================
Current liabilities                                3,905,053            4,014,354            4,213,746           4,425,894   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Pension benefits payable                             241,496              218,496              188,496             158,496   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Other                                                222,500              220,000              210,000             210,000   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Total liabilities                                  4,369,049            4,452,850            4,612,242           4,794,390   
======================================== ====================== ==================== ==================== ===================
Stockholders' equity                                                                                                         
======================================== ====================== ==================== ==================== ===================
Common stock                                       3,819,538            3,819,538            3,819,538           3,819,538   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Retained earnings                                (5,544,016)          (5,664,152)          (5,757,028)         (5,790,249)   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Stockholders' equity                             (1,724,478)          (1,844,614)          (1,937,490)         (1,970,711)   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Total liabilities and equity                       2,644,571            2,608,236            2,674,752           2,823,679   
======================================== ====================== ==================== ==================== ===================
Working capital                                  (2,025,807)          (2,025,993)          (2,162,198)         (2,285,497)   
======================================== ====================== ==================== ==================== ===================

======================================== ====================== ==================== ==================== ===================
                                                  3-Year                                                                     
         Growth Rate Analysis                    Compound              2003                 2004                 2005        
                                                  Growth                                                                     
======================================== ====================== ==================== ==================== ===================
Working capital                                   NM                       0.0%                  -6.7%            -5.7%      
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Stockholders' equity                              NM                      -7.0%                  -5.0%            -1.7%      
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Total assets                                      2.2%                    -1.4%                   2.6%             5.6%      
---------------------------------------- ---------------------- -------------------- -------------------- -------------------

-----------------------------------------------------------------------------------------------------------------------------
                                                        Cramer, Inc.                                                         
                                               Projected Income Statements(1)                                                
-----------------------------------------------------------------------------------------------------------------------------
                                                                  For the Years Ending December 31                           
---------------------------------------- ------------------------------------------------------------------------------------
Category                                         2002                  2003                 2004                 2005        
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Revenue                                          8,346,686              8,416,970            8,718,036           9,153,665   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Cost of goods sold                               5,614,140              5,639,370            5,771,340           5,977,344   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Gross profit                                     2,732,546              2,777,600            2,946,696           3,176,321   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Operating expenses                               2,612,251              2,716,111            2,877,370           3,037,235   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Operating income                                   120,295                 61,489               69,326             139,086   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Other income (expenses)                          (133,366)              (181,625)            (162,203)           (172,308)   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Income before income taxes                        (13,071)              (120,136)             (92,877)            (33,222)   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Income taxes                                      -                      -                    -                   -          
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Net income                                        (13,071)              (120,136)             (92,877)            (33,222)   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Depreciation Expense                               155,320                200,450              206,671             224,921   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Interest Expense                                   134,378                156,625              162,203             172,308   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------

-----------------------------------------------------------------------------------------------------------------------------
Earnings Before The Effect of Debt                                                                                           
-----------------------------------------------------------------------------------------------------------------------------
EBIT                                               121,307               36,489                 69,326             139,086   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
EBITDA                                             276,627              236,939                275,998             364,008   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------

---------------------------------------- ---------------------- -------------------- -------------------- -------------------
                                                3-Year                                                                       
         Growth Rate Analysis                  Compound                2003                 2004                 2005        
                                                Growth                                                                       
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Revenue                                                                    0.8%                   3.6%                5.0%   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Operating income                                  5.0%                   -48.9%                  12.7%              100.6%   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------
Net income                                                              -819.1%                  22.7%               64.2%   
---------------------------------------- ---------------------- -------------------- -------------------- -------------------


(1)  Before the change in accounting  treatment of the  Rotherwood  guaranty fee
(see "Reports, Opinions, Appraisals and Negotiations - Introduction").

Terminal Value                                                                  

     Meara King next  determined an appropriate  terminal value for the discrete
forecast  period.  The firm  assumed  that by 2005 the  Company  will  have been
restructured and be in a position for a liquidity event such as a sale or public
offering.  After analyzing similar  companies  reporting under the same standard
industrial  classification  ("SIC") code, the firm concluded that a relationship
between price and revenues existed.  Therefore, Meara King determined a terminal
value using a multiple of revenues.  Because this value results in an indication
of value  before  debt,  long-term  debt was  subtracted  to derive an estimated
equity  value.  Meara  King  concluded  that the price to revenue  multiple  for
similar  transactions of firms with the same SIC as the Company is approximately
42%. The Company's  revenue base  therefore  commanded a 30-40%  multiple.  This
assumes  control,  and Meara King  deemed it was  valuing a  minority  interest.
Accordingly,  Meara King determined  that a multiple of 30-32% was  appropriate,
which resulted in a value of $3 million. Assuming long-term debt of $2.5 million
is subtracted, the result was a terminal equity value of approximately $500,000.

Discount Rate                                                                   

     Meara King  developed a discount  rate using the  summation  or  "build-up"
method.  The  rate  begins  with a risk  free  rate of  return  based  on a U.S.
government  security.  To this base rate are added additional factors to reach a
rate of  return  that an  investor  must earn to be  persuaded  to invest in the
Company.  Meara King determined that an appropriate discount rate was 29% and an
appropriate  capitalization rate was 26%. The appropriateness of these rates was
determined  by Meara  King  without  input from the  Company  or the  Rotherwood
Parties.                                                                        

     Using the discount rate of 29%, Meara King  calculated the present value of
the projected  earnings and fair market value of the Company to be $68,000.  The
following  chart shows  Meara  King's  analysis  using the  discounted  earnings
method:                                                                         

                                                        [Enlarge/Download Table]

                                                                                                                             
-----------------------------------------------------------------------------------------------------------------------------
                                                        Cramer, Inc.                                                         
                                               Discounted Future Earnings(1)                                                 
-----------------------------------------------------------------------------------------------------------------------------
                                Note                                December 31                               Terminal Year  
            Item                 No.                                                                                         
------------------------------ -------- ----------------- ---------------- --------------- ---------------- -----------------
                                            2002(1)            2003            2004             2005                         
------------------------------ -------- ----------------- ---------------- --------------- ----------------                  
Projected revenue                           4,874,710         8,416,970      8,718,036         9,153,665                     
------------------------------ -------- ----------------- ---------------- --------------- ----------------                  
Normalized net income                        -                (120,136)       (92,876)          (33,221)                     
-----------------------------------------------------------------------------------------------------------                  
(1) Seven months of operating results                                                                                        
===========================================================================================================                  
Terminal Value                                                                                                               
===========================================================================================================                  
                                                                                Low             High                         
-------------------------------------------------------------------------- --------------- ----------------                  
Projected revenue in 2006                                                    9,611,000         9,611,000                     
-------------------------------------------------------------------------- --------------- ----------------                  
Price/revenue factor                                                               30%               40%                     
-------------------------------------------------------------------------- --------------- ----------------                  
Estimated range of terminal values                                           2,883,000         3,844,000                     
-------------------------------------------------------------------------- --------------- ---------------- -----------------
Estimated terminal value for subject company before debt                                                        3,000,000    
----------------------------------------------------------------------------------------------------------- -----------------
Less long-term debt at 2005                                                                                   (2,500,000)    
----------------------------------------------------------------------------------------------------------- -----------------
Estimated terminal value                                                                                          500,000    
----------------------------------------------------------------------------------------------------------- -----------------

Calculation of Present Value of Net Earnings and Terminal Value                                                              
-----------------------------------------------------------------------------------------------------------------------------
Net earnings and terminal value              -                (120,136)        (92,876)         (33,221)          500,000    
--------------------------------------- ----------------- ---------------- --------------- ---------------- -----------------
Present value factor                          0.88736           0.69871         0.55016          0.43320          0.43320    
--------------------------------------- ----------------- ---------------- --------------- ---------------- -----------------
Present value of net earnings                -                 (83,940)        (51,097)         (14,391)          217,000    
--------------------------------------- ----------------- ---------------- --------------- ---------------- -----------------

Estimated fair market value (rounded)                                                                            68,000      
-----------------------------------------------------------------------------------------------------------------------------

(1)  Before the change in accounting  treatment of the  Rotherwood  guaranty fee
(see "Reports, Opinions, Appraisals and Negotiations - Introduction").

     If a discount  rate  other  than 29% had been used,  it would have led to a
different  estimated  fair market  value of the  Company.  The  following  table
projects the estimated  fair market value of the Company using discount rates of
20%,  15% and 10%,  both before and after a 40% lack of  marketability  discount
applied to the Company's  common stock.  The following table is for illustration
purposes  only and is not  intended  as a  representation  by the Company or the
Rotherwood  Parties  regarding the  appropriate  discount rate to be used or the
estimated fair market value of the Company.                                     

                         -------------------------------------------------------
                          Estimated Value(1)
                         -------------------------------------------------------
                           $            $ /share(2)        $ /share(3)
      ------------------ ----------------- ----------------- -------------------
     29%              68,000            0.010              0.017
      ------------------ ----------------- ----------------- -------------------
     20%              97,000            0.014              0.024
      ------------------ ----------------- ----------------- -------------------
     15%             124,000            0.018              0.031
      ------------------ ----------------- ----------------- -------------------
     10%             158,000            0.023              0.039
      ------------------ ----------------- ----------------- -------------------

(1)  Before the change in accounting  treatment of the  Rotherwood  guaranty fee
(see "Reports, Opinions, Appraisals and Negotiations - Introduction").

(2)  After 40%  discount for lack of  marketability  (3) Before 40% discount for
lack of marketability.                                                

As the  foregoing  table  illustrates,  the $0.05 per share  price being paid by
Rotherwood  for the 18  million  shares  and the  $0.05 per  share  cash  Merger
consideration  being  paid  to the  Public  Shareholders  is  greater  than  the
estimated  fair market value per share of the Company  using the most  favorable
discount rate  displayed and before  deduction of the 40% lack of  marketability
discount.                                                                       

Summary of Cost Approach--Net Asset Value Method                                

     One of the  methods  that the  appraisal  firm  also used was the net asset
value  method.  This approach  estimates the value of the business  based on the
value of the assets and  liabilities  shown on the balance sheet as adjusted for
their fair market value.                                                        

     Meara King  examined  the value of the  Company's  land and  building,  and
determined  that the market  value of those  assets was $510,000 as of September
2001,  based on the real estate  appraisal of Dan Craig.  Mr. Craig analyzed the
Company's  building and compared its features to four other  similar  properties
that  sold in the  prior  two  years to reach a value of  $510,000.  Meara  King
reduced  this  value to  $500,000  due to  changes  in market  conditions  since
September 2001.                                                                 

     The appraisal  also took into account the value of the Company's  machinery
and equipment.  Meara King did not appraise this property;  instead it relied on
the appraisal of Kenneth Fowler.  Mr. Fowler  determined the market value of the
personal property in September 2001 to be $250,000.  The net book value at April
30, 2002 was  determined to be $300,000.  Meara King  concluded  that the market
value of these assets was $400,000 based on an in-place going concern  analysis.
Meara King also concluded that  furnitures and fixtures,  based on Mr.  Fowler's
analysis, had a value of $50,000.                                               

     Meara King also analyzed the value of the Company's intangible assets, both
recorded and unrecorded. The Company's unrecorded intangible assets included the
Company's  assembled   workforce,   trademarks,   patents,   customer  list  and
relationships   with  distributors  and  manufacturers'   representatives.   The
appraiser  valued  the  Company's  workforce  using  the  replacement  method at
$407,000.  The replacement  method  involves  estimating the costs to replace an
assembled  workforce,  including costs of recruiting,  hiring and training.  The
firm examined the  workforce's  tenure,  wage base,  historical  costs,  and the
collective bargaining agreement to reach the value of $407,000.                 

     The Company's trademarks, patents, customer list and other intangibles were
also analyzed. The appraisal firm used the capitalized excess economic method in
which an estimate of the excess income  attributable to the intangible assets is
determined and then capitalized to reach the intangibles' fair market value. The
appraisal firm concluded that the value of trademarks, patents and customer list
was $150,000.                                                                   

     Meara King  determined  that the fair market value of the Company's  assets
was $3,381,928.  The firm  subtracted the value of the Company's  liabilities of
$4,205,644  to reach a  control  value of  ($824,000).  The  following  schedule
summarizes the appraisal firm's analysis of the Company's  balance sheet and the
adjustments made under the net asset value method:                              

                                                        [Enlarge/Download Table]

                                                                                                                     
---------------------------------------------------------------------------------------------------------------------
                                                  Cramer, Inc.(1)                                                    
                                                  Net Asset Value                                                    
---------------------------------------------------------------------------------------------------------------------
                                                                                          Fair Market Value  Note    
Line Item                                                Book Value        Adjustment                          No.   
---------------------------------------------------- ------------------- ---------------- ------------------         
Assets                                                                                                               
------------------------------------------------------------------------------------------------------------         
Cash                                                         108,136               -           108,136               
---------------------------------------------------- ------------------- ---------------- ------------------         
Accounts receivable, net                                     743,923               -           743,923               
---------------------------------------------------- ------------------- ---------------- ------------------         
Inventories                                                  774,902               -           774,902               
---------------------------------------------------- ------------------- ---------------- ------------------         
Prepaid expenses                                             247,968               -           247,968               
---------------------------------------------------- ------------------- ---------------- ------------------         
Total current assets                                       1,874,928               -         1,874,928               
------------------------------------------------------------------------------------------------------------ --------
Fixed assets:                                                                                                        
------------------------------------------------------------------------------------------------------------         
Land                                                          28,900                                                 
---------------------------------------------------- -------------------                                             
Building                                                     916,500                           500,000          1    
---------------------------------------------------- ------------------- ---------------- ------------------         
Machinery and equipment                                    3,870,485                           400,000          2    
---------------------------------------------------- ------------------- ---------------- ------------------         
Furniture and office equipment                             1,409,516                            50,000          3    
---------------------------------------------------- ------------------- ---------------- ------------------         
Allowance for depreciation                               (5,636,321)                                                 
---------------------------------------------------- ------------------- ---------------- ------------------         
Net property, plant and equipment                            589,080          360,920          950,000               
---------------------------------------------------- ------------------- ---------------- ------------------         
Intangible assets                                                 -           557,000          557,000          4    
---------------------------------------------------- ------------------- ---------------- ------------------         
Total assets                                               2,464,008          917,920     3,381,928                  
==================================================== =================== ================ ================== ========
Liabilities and Stockholders' Equity                                                                                 
------------------------------------------------------------------------------------------------------------         
Accounts payable                                             737,028               -           737,028               
---------------------------------------------------- ------------------- ---------------- ------------------         
Notes payable                                              2,320,000               -         2,320,000               
---------------------------------------------------- ------------------- ---------------- ------------------         
Accrued expenses                                             644,619               -           644,619               
---------------------------------------------------- ------------------- ---------------- ------------------         
Total current liabilities                                  3,701,647               -         3,701,647               
---------------------------------------------------- ------------------- ---------------- ------------------         
Pension benefits payable                                     281,496               -           281,496               
---------------------------------------------------- ------------------- ---------------- ------------------         
Other                                                        222,500               -           222,500               
---------------------------------------------------- ------------------- ---------------- ------------------         
Total liabilities                                          4,205,644               -         4,205,644               
---------------------------------------------------- ------------------- ---------------- ------------------         
                                                         (1,741,635)          917,920        (823,715)               
Stockholders' equity                                                                                                 
---------------------------------------------------- ------------------- ---------------- ------------------         
Liabilities and equity                                     2,464,008          917,920        3,381,928               
----------------------------------------------------------------------------------------- ------------------ --------
Indicated control value as if freely traded (rounded)                                        (824,000)               
----------------------------------------------------------------------------------------- ------------------ --------

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Notes on Adjustments - See report for detailed description                      

1.   Real  estate  appraisal  by David  Craig & Co.  as of  September  4,  2001,
     adjusted downward to reflect current market conditions per discussions with
management.                                                           

2.   & 3. Machinery and equipment  appraisal by Appraisal  Consulting  Services,
Inc. as of September 11, 2001.                                        

4.   Estimated value of identified intangibles:                                 

        Assembled and trained workforce                                 $407,000
        Trademarks, patents, customer list and other intangibles         150,000
                                                                       ---------
        Total:                                                          $557,000
                                                                        ========
--------------------------------------------------------------------------------

(1)  Before the change in accounting  treatment of the  Rotherwood  guaranty fee
(see "Reports, Opinions, Appraisals and Negotiations - Introduction." 

     Meara King  concluded  that this  method  resulted  in a value that was not
meaningful, and was therefore not considered in the final estimate of value.    

Lack of Marketability Discount to the Earnings Method of Value                  

     Meara King next concluded that the $68,000 fair market value of the Company
based on the  discounted  future  earnings  method should be discounted due to a
lack of  marketability  because the  Company's  common stock does not trade on a
public market,  even though the Company is a publicly  reporting  entity.  Meara
King determined the lack of marketability  discount based on a review of studies
of  transactions  comparing  the prices of restricted  stock of publicly  traded
companies  with  prices of freely  traded  shares and  studies  of  transactions
comparing the process before  companies made public  offerings with prices after
public offerings. The firm also looked at a number of factors including:        

     o    No dividends  have been paid in the last five years,  which supports a
discount equal to the benchmarks;                           

     o    The Company has a history of  unprofitable  results over the last five
          years and the outlook is marginal at best,  which  supports a discount
equal to or greater than the benchmarks;                    

     o    The  interests  to  be  valued  represent  small  blocks  with  little
          influence over the Company's direction which supports a discount equal
to the benchmarks;                                          

     o    Lack of  restrictions  on  transferability,  which supports a discount
equal to or lower than the benchmarks;                      

     o    A history of  redemption,  which supports a discount equal to or lower
than the benchmarks; and                                    

     o    The Company is small and although  traded in the past,  it is unlikely
          that it will trade in the near future, which supports a discount equal
to the benchmarks.                                          

     Based on an analysis  of these and other  factors as compared to a discount
benchmark range of 32-44%, Meara King selected a lack of marketability  discount
of approximately 40%.                                                           

Valuation Conclusion--Fair Market Value                                         

     Using the lack of marketability  discount of 40%, Meara King multiplied the
40% discount  rate by the per share value of $0.017 and  subtracted  the product
from the $0.017 per share value to reach an estimated fair market value of $0.01
per share as of May 31, 2002.                                                   

     A summary of the  appraisal  without  exhibits  is attached as Exhibit B to
this  proxy  statement.  A copy  of the  appraisal  with  exhibits  will be made
available for inspection and copying at the principal  executive  offices of the
Company during its regular  business hours by any interested  shareholder or his
or her  representative.  A copy  of the  report  will  also be  provided  to any
interested shareholder of the Company upon written request at the expense of the
requesting shareholder.                                                         

Source and Amount of Funds or Other Consideration                               

     Upon  consummation  of the  Merger,  the Public  Shareholders  holding  the
1,958,034  shares of common stock not held by Rotherwood  will receive $0.05 per
share and an aggregate  of  approximately  $98,000 in cash.  The source of these
funds will be the operating funds of Rotherwood.                                

The  following  table shows the  estimated  expenses  incurred by the Company in
connection with the Going Private Transaction.                                  

   Accounting fees              $        3,500
   Legal fees                           65,000
   Printing costs                       18,000
   Mailing expenses                      6,000
   Appraisal fees                       24,000
   Transfer Agent Fees                  12,000
                                   -----------
   Total                        $      128,500
                                   ===========

How many shares of common stock and preferred stock does the Company have issued
and outstanding prior to the amendment to the Articles of Incorporation?        

     The Company  currently  has  8,200,000  shares  authorized,  consisting  of
6,000,000  shares of no par value common stock,  of which  4,039,607  shares are
outstanding  (prior to the issuance of common stock to  Rotherwood in payment of
accrued  letter  of  credit/pledge  fees and in  consideration  of  Rotherwood's
$900,000 equity investment) and 2,200,000 shares of designated  preferred stock,
of which no shares are  outstanding.  Proposal III will eliminate the designated
preferred stock.                                                                

What are the features of the newly authorized common stock?                     

     The  newly  authorized  common  stock  will  have the same  voting  rights,
dividend rights,  and rights on liquidation or dissolution as the current issued
and outstanding common stock.                                                   

Could the  availability  of  additional  shares of common  stock  make a hostile
takeover of the Company more difficult?                                         

     Although the Board of Directors has no present  plans to do so,  authorized
and  unissued  common  stock  could be issued in one or more  transactions  with
terms, provisions and rights which would make more difficult and, therefore less
likely, a takeover of the Company.  Any such issuance of additional shares could
have the effect of diluting  the  earnings per share and book value per share of
the common stock held by the Public  Shareholders.  (The Company  incurred a net
loss per share  (after  restatement)  in 2001 and its book value per share was a
negative  number at September  30, 2002.) Such  additional  shares could also be
used to dilute the share  ownership of persons  seeking to obtain control of the
Company.  The  Board  and  its  legal  advisers  are  aware  that  a  number  of
corporations have adopted special "shareholders' rights plans" or "poison pills"
with a  view  toward  creating  significant  defensive  mechanisms  against  the
possibilities  of hostile  takeover  actions.  Irrespective  of the  adoption of
Proposal III, the Board could determine to implement a shareholders' rights plan
in the  future.  The  Board  has no  present  intention  to  propose  any  other
amendments  to the  Company's  Articles  or  Bylaws  which  might be  considered
anti-takeover devices.                                                          

     When Proposal III is adopted,  the Board of Directors  could  authorize the
issuance of common stock to a holder who might thereby obtain  sufficient voting
power to ensure that any  proposal to remove  directors,  or to alter,  amend or
repeal the Articles,  would not receive the requisite  shareholder vote required
to remove the  directors or amend the  Articles.  The  contemplated  issuance of
common stock to Rotherwood as compensation for its $2,000,000  securities pledge
and  in  exchange  for  Rotherwood's  $900,000  equity  investment,   will  give
Rotherwood  sufficient voting power to effect a short-form merger of the Company
into Rotherwood without Board or Public Shareholder approval.                   

     Because a majority of the Company's  outstanding common stock is controlled
by  Rotherwood  and the  percentage  of common  stock owned by  Rotherwood  will
increase as a result of the transactions  described in this proxy statement,  it
is highly  unlikely  that any  person  could  effect a takeover  of the  Company
without the concurrence of Rotherwood.                                          

Do any of our officers or directors have an interest in Proposal III?           

     James R.  Zicarelli,  one of two members of the Board of  Directors  of the
Company, is President of and owns a 6% interest in Rotherwood. Mr. Zicarelli has
shared voting and investment power over  Rotherwood's  shares in the Company and
is  deemed to have an  interest  in those  shares  by  virtue  of his  ownership
interest in  Rotherwood.  Mr.  Zicarelli  abstained from voting as a director on
Proposal III.                                                                   

The Board of Directors (Mr.  Zicarelli  abstaining)  recommends a vote "for" the
following resolution that will be presented at the annual meeting:              

     RESOLVED,  that  the  existing  text  of  Article  4  of  the  Articles  of
     Incorporation  of the  Company is deleted  in its  entirety  and be, and it
hereby is, amended to read as follows:                                

          The corporation shall have authority to issue Seventy Four Million Two
          Hundred  Thousand  (74,200,000)  shares of common stock,  all of which
          shall be without  par value,  and when such  shares are  issued,  they
shall be fully paid and non-assessable.                     

IV. OTHER BUSINESS

     As of the date of this proxy statement,  the Board of Directors knows of no
other  business  that will be  presented at the  meeting.  If any other  matters
should be  properly  brought  before the  meeting,  it is the  intention  of the
persons  named in the  accompanying  form of proxy to vote on those  matters  in
accordance with their best judgment.                                            

 SUBMISSION OF SHAREHOLDER PROPOSALS AND NOMINATIONS

Do I have a right to nominate  directors or make proposals for  consideration by
the shareholders at the 2003 annual meeting?                                    

     Yes. You must comply with the following  procedures if you wish to nominate
directors  or  make  other  proposals  for  consideration  at  the  2003  or any
subsequent annual shareholders meeting.                                         

How do I make a nomination?                                                     

     If you are a  shareholder  of record  and wish to  nominate  someone to the
Board of Directors for election in 2003 or any  subsequent  year,  you must give
written  notice to the  Secretary of the Company.  Your notice must be given not
less than 60 days and not more than 90 days  prior to the first  anniversary  of
the date of the previous year's meeting. A nomination received less than 60 days
prior to the first  anniversary of the date of the previous  year's meeting will
be deemed untimely and will not be considered. Your notice must include:        

     o    for each person you intend to nominate for election as a director, all
          information related to that person that is required to be disclosed in
          solicitations  of proxies for the election of directors in an election
          contest,  or is otherwise  required,  pursuant to Regulation 14A under
          the Exchange Act  (including  the  person's  written  consent to being
          named in the proxy  statement  as a nominee and to serve as a director
if elected)                                                 

     o    your name and  address and the name and address of any person on whose
behalf you made the nomination, as they appear on our books 

     o    the number of shares owned  beneficially  and of record by you and any
person on whose behalf you made the nominations             

How do I make a proposal?                                                       

     If you are a  shareholder  of  record  and wish to make a  proposal  to our
shareholders at the 2002 or any subsequent meeting, you must give written notice
to the Secretary of the Company.  Pursuant to Rule 14a-8 of the SEC, your notice
must be received at our offices not less than 120 calendar days before the first
anniversary  of the date our  proxy  statement  was  mailed to  shareholders  in
connection with the previous year's annual meeting.  Any proposal  received less
than  120  days  before  that  date  will be  deemed  untimely  and  will not be
considered. Your notice must include:                                           

     o    a brief  description  of your proposal and your reasons for making the
proposal                                                    

     o    your name and  address and the name and address of any person on whose
behalf you made the proposal, as they appear on our books   

     o    any  material  interest you or any person on whose behalf you made the
proposal have in the proposal                               

     o    the number of shares owned  beneficially  and of record by you and any
person on whose behalf you made the proposal                

Can the Board reject my proposal?                                               

     Yes. SEC Rule 14a-8 describes the  circumstances  under which the Board may
reject a shareholder proposal.                                                  

Are there any exceptions to the deadline for making a nomination or proposal?   

     Yes. If the date of the annual meeting is scheduled more than 30 days prior
to or more  than 60 days  after  the  anniversary  date of the  previous  year's
meeting, your notice must be delivered:                                         

o    not earlier than 90 days prior to the meeting; and               

     o    not later  than (a) 60 days  before  the  meeting  or (b) the 10th day
          after the date we make our first  public  announcement  of the meeting
date, whichever is earlier                                  

     If the Board  increases the number of directors to be elected but we do not
make a  public  announcement  of the  increased  Board  or the  identity  of the
additional nominees within 70 days prior to the first anniversary of the date of
the previous  year's  meeting,  your notice will be considered  timely (but only
with respect to nominees for the new positions created by the increase) if it is
delivered to the  Secretary not later than the close of business on the 10th day
following the date of our public announcement.                                  

 MISCELLANEOUS

Annual and Quarterly Reports                                                    

     Amendment  4 to our annual  report on Form  10-KSB/A,  containing  restated
financial  statements for the year ended  December 31, 2001,  Amendment 2 to our
quarterly reports on Form 10-QSB/A, containing restated financial statements for
the quarters ended March 31 and June 30, 2002, and our quarterly  report on Form
10-QSB,  containing  financial  statements  for the quarter ended  September 30,
2002, were mailed with this proxy statement to all shareholders entitled to vote
at the  annual  meeting.  You must not regard  the  annual  report or  quarterly
reports as additional proxy solicitation material.                              

WE WILL PROVIDE  WITHOUT  CHARGE,  UPON WRITTEN  REQUEST TO THE SECRETARY OF THE
COMPANY AT THE ADDRESS LISTED ON THE COVER PAGE OF THIS PROXY STATEMENT,  A COPY
OF OUR AMENDED ANNUAL REPORT ON FORM 10-KSB/A,  INCLUDING THE RESTATED FINANCIAL
STATEMENTS  AND FINANCIAL  STATEMENT  SCHEDULES,  FILED WITH THE  SECURITIES AND
EXCHANGE  COMMISSION  FOR THE YEAR ENDED DECEMBER 31, 2001, AS WELL AS A COPY OF
OUR AMENDED QUARTERLY REPORTS ON FORM 10-QSB/A, INCLUDING THE RESTATED FINANCIAL
STATEMENTS, FILED WITH THE SEC FOR THE QUARTERS ENDED MARCH 31 AND JUNE 30, 2002
AND OUR QUARTERLY  REPORT ON FORM 10-QSB,  INCLUDING  THE FINANCIAL  STATEMENTS,
FILED WITH THE SEC FOR THE QUARTER ENDED SEPTEMBER 30, 2002.                    

Householding                                                                    

     A single  copy of our  amended  annual  report  on Form  10-KSB/A,  amended
quarterly  reports on Form 10-QSB/A,  quarterly  report on Form 10-QSB and proxy
statement  are being  delivered  to any multiple  shareholders  sharing the same
address pursuant to SEC Rule  14a-3(e)(1),  unless we or our transfer agent have
received contrary instructions from one or more of those shareholders.  We agree
to deliver  promptly  upon written or oral  request a separate  copy of our Form
10-KSB/A, Form 10-QSB/A's and Form 10-QSB and proxy statement to any shareholder
at a  shared  address  to  which a  single  copy of  those  documents  has  been
delivered.  You may notify us that you wish to  receive a  separate  copy of the
Form 10-KSB/A,  Form 10-QSB/A's and Form 10-QSB and proxy statement for the 2002
or any future  annual  meeting by  contacting  us at 1222 Quebec  Street,  North
Kansas City,  Missouri 64116 (816) 471-4433,  attention  Nicholas  Christianson.
Shareholders who are members of a single household  receiving multiple copies of
those documents and who wish to receive a single copy may contact us at the same
address or telephone number.                                                    

                            BY ORDER OF THE BOARD OF DIRECTORS

                   /s/ Nicholas Christianson
                                     -------------------------------------------
                                     Nicholas Christianson, Acting President and
                               Chief Executive Officer and Secretary

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 DOCUMENTS AND INFORMATION INCORPORATED BY REFERENCE

Amendment 4 to our annual  report on Form  10-KSB/A for the year ended  December
31, 2001, Amendment 2 to our quarterly reports on Form 10-QSB/A for the quarters
ended March 31 and June 30, 2002,  our  quarterly  report on Form 10-QSB for the
quarter  ended  September  30, 2002 and the joint  Transaction  Statement of the
Company,  Rotherwood,  Rotherwood Investments and James R. Zicarelli on Schedule
13E-3, being sent to shareholders with this proxy statement, are incorporated in
this proxy statement by reference.                                              

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 EXHIBIT A

 Kansas Corporation Code Section 17-6712

17-6712.  Payment for stock of stockholder objecting to merger or consolidation;
definitions; notice to objecting stockholders; demand for payment; appraisal and
determination  of value by district court,  when;  taxation of costs;  rights of
objecting stockholders;  status of stock; section inapplicable to certain shares
of stock.                                                                       

(a) When used in this section,  the word "stockholder"  means a holder of record
of  stock in a stock  corporation  and also a member  of  record  of a  nonstock
corporation;  the words  "stock" and "share" mean and include what is ordinarily
meant by those words and also membership or membership interest of a member of a
nonstock corporation.                                                           

(b) The  corporation  surviving or resulting  from any merger or  consolidation,
within 10 days after the effective  date of the merger or  consolidation,  shall
notify  each  stockholder  of any  corporation  of  this  state  so  merging  or
consolidating  who objected  thereto in writing and whose shares either were not
entitled to vote or were not voted in favor of the merger or consolidation,  and
who filed such written  objection with the corporation  before the taking of the
vote on the merger or consolidation, that the merger or consolidation has become
effective. If any such stockholder,  within 20 days after the date of mailing of
the notice, shall demand in writing, from the corporation surviving or resulting
from the  merger or  consolidation,  payment  of the value of the  stockholder's
stock,  the  surviving or resulting  corporation  shall pay to the  stockholder,
within 30 days after the  expiration of the period of 20 days,  the value of the
stockholder's  stock  on the  effective  date of the  merger  or  consolidation,
exclusive of any element of value arising from the expectation or accomplishment
of the merger or consolidation.                                                 

(c) If during a period of 30 days  following  the period of 20 days provided for
in subsection (b), the corporation and any such  stockholder  fail to agree upon
the value of such stock, any such stockholder,  or the corporation  surviving or
resulting from the merger or  consolidation,  may demand a determination  of the
value of the stock of all such  stockholders by an appraiser or appraisers to be
appointed by the district court, by filing a petition with the court within four
months after the expiration of the thirty-day period.                           

(d) Upon the filing of any such  petition  by a  stockholder,  service of a copy
thereof shall be made upon the  corporation,  which shall file with the clerk of
such court,  within 10 days after such service,  a duly verified list containing
the names and addresses of all  stockholders who have demanded payment for their
shares and with whom  agreements  as to the value of their  shares have not been
reached by the  corporation.  If the petition shall be filed by the corporation,
the petition  shall be  accompanied by such duly verified list. The clerk of the
court  shall  give  notice of the time and place  fixed for the  hearing of such
petition  by  registered  or  certified  mail  to  the  corporation  and  to the
stockholders  shown  upon the list at the  addresses  therein  stated and notice
shall  also be given by  publishing  a notice at least  once,  at least one week
before the day of the  hearing,  in a newspaper  of general  circulation  in the
county in which the court is  located.  The  court may  direct  such  additional
publication  of notice as it deems  advisable.  The forms of the notices by mail
and by publication shall be approved by the court.                              

(e)  After  the  hearing  on  such  petition  the  court  shall   determine  the
stockholders  who have complied  with the  provisions of this section and become
entitled to the valuation of and payment for their shares,  and shall appoint an
appraiser or appraisers to determine such value.  Any such appraiser may examine
any of the books and records of the  corporation  or  corporations  the stock of
which such  appraiser  is charged with the duty of valuing,  and such  appraiser
shall make a determination of the value of the shares upon such investigation as
seems proper to the appraiser.  The appraiser or appraisers  shall also afford a
reasonable  opportunity to the parties  interested to submit to the appraiser or
appraisers  pertinent  evidence on the value of the  shares.  The  appraiser  or
appraisers,  also, shall have the powers and authority conferred upon masters by
K.S.A. 60-253 and amendments thereto.                                           

(f) The  appraiser or appraisers  shall  determine the value of the stock of the
stockholders  adjudged by the court to be entitled to payment therefor and shall
file a report respecting such value in the office of the clerk of the court, and
notice of the filing of such report  shall be given by the clerk of the court to
the parties in interest.  Such report shall be subject to exceptions to be heard
before  the court both upon the law and  facts.  The court by its  decree  shall
determine  the  value  of the  stock of the  stockholders  entitled  to  payment
therefor and shall direct the payment of such value,  together with interest, if
any,  as  hereinafter  provided,  to the  stockholders  entitled  thereto by the
surviving  or  resulting  corporation.  Upon  payment  of  the  judgment  by the
surviving  or  resulting  corporation,  the clerk of the  district  court  shall
surrender to the  corporation  the  certificates  of shares of stock held by the
clerk pursuant to subsection  (g). The decree may be enforced as other judgments
of the  district  court may be  enforced,  whether  such  surviving or resulting
corporation be a corporation of this state or of any other state.               

(g) At the time of  appointing  the  appraiser  or  appraisers,  the court shall
require the stockholders who hold  certificated  shares and who demanded payment
for  their  shares  to submit  their  certificates  of stock to the clerk of the
court,  to be  held by the  clerk  pending  the  appraisal  proceedings.  If any
stockholder  fails to comply with such  direction,  the court shall  dismiss the
proceedings as to such stockholder.                                             

(h) The  cost of any  such  appraisal,  including  a  reasonable  fee to and the
reasonable  expenses of the  appraiser,  but  exclusive of fees of counsel or of
experts  retained by any party,  shall be determined by the court and taxed upon
the parties to such appraisal or any of them as appears to be equitable,  except
that the cost of giving the notice by publication and by registered or certified
mail hereinabove  provided for shall be paid by the  corporation.  The court, on
application of any party in interest, shall determine the amount of interest, if
any,  to be paid  upon the  value  of the  stock  of the  stockholders  entitled
thereto.                                                                        

(i) Any  stockholder  who has  demanded  payment of the  stockholder's  stock as
herein  provided  shall not  thereafter  be  entitled to vote such stock for any
purpose or be entitled to the payment of dividends or other  distribution on the
stock, except dividends or other distributions payable to stockholders of record
at a date which is prior to the effective  date of the merger or  consolidation,
unless the  appointment  of an appraiser or appraisers  shall not be applied for
within the time herein  provided,  or the  proceeding  be  dismissed  as to such
stockholder,  or  unless  such  stockholder  with the  written  approval  of the
corporation  shall  deliver  to the  corporation  a  written  withdrawal  of the
stockholder's objections to and an acceptance of the merger or consolidation, in
any  of  which  cases  the  right  of  such   stockholder  to  payment  for  the
stockholder's stock shall cease.                                                

(j) The shares of the surviving or resulting  corporation  into which the shares
of such  objecting  stockholders  would have been converted had they assented to
the merger or  consolidation  shall have the status of  authorized  and unissued
shares of the surviving or resulting corporation.                               

(k) This section shall not apply to the shares of any class or series of a class
of stock, which, at the record date fixed to determine the stockholders entitled
to receive  notice of and to vote at the  meeting of  stockholders  at which the
agreement  of  merger  or  consolidation  is to be acted  on,  were  either  (1)
registered on a national  securities exchange or designated as a national market
system security on an interdealer  quotation system by the National  Association
of  Securities  Dealers,  Inc.,  or (2) held of record  by not less  than  2,000
stockholders,  unless the articles of incorporation  of the corporation  issuing
such stock shall otherwise  provide;  nor shall this section apply to any of the
shares of stock of the constituent corporation surviving a merger, if the merger
did not require for its approval the vote of the  stockholders  of the surviving
corporation,  as provided in  subsection  (f) of K.S.A.  17-6701 and  amendments
thereto.  This  subsection  shall not be applicable to the holders of a class or
series of a class of stock of a constituent  corporation if under the terms of a
merger or consolidation  pursuant to K.S.A.  17-6701 or 17-6702,  and amendments
thereto,  such holders are required to accept for such stock anything except (i)
stock  or  stock  and  cash in  lieu of  fractional  shares  of the  corporation
surviving or resulting from such merger or consolidation, or (ii) stock or stock
and cash in lieu of  fractional  shares of any other  corporation,  which at the
record date fixed to determine the  stockholders  entitled to receive  notice of
and to vote at the meeting of  stockholders  at which the agreement of merger or
consolidation is to be acted on, were either registered on a national securities
exchange  or held of  record  by not less than  2,000  stockholders,  or (iii) a
combination of stock or stock and cash in lieu of fractional shares as set forth
in (i) and (ii) of this subsection.                                             

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 EXHIBIT B

 SUMMARIES OF MEARA KING REPORTS

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 MEARA, KING & CO.
CERTIFIED PUBLIC ACCOUNTANTS
800 West 47th Street o Suite 430 o Kansas City, MO
64112-1246o(816)561-1400 oFacsimile (816)561-6926 oE-Mail info@meara.com
--------------------------------------------------------------------------------

Board of Directors                                                              
Cramer, Inc.                                                                    

The  purpose of this study is to  establish  a  reasonable  estimate of the fair
market value of Cramer, Inc., a Kansas corporation (herein referred to as Cramer
or Company),  as of July 29, 2001.  Specifically,  we are valuing the  Company's
common stock for the Company's  Board of Directors or  shareholders  considering
various alternatives.                                                           

Cramer's  common  stock is not listed on NASDAQ or any  exchange and there is no
public  trading  market for the stock.  Therefor,  for valuation  purposes,  the
subject Company is treated as a closely-held business.                          

The  standard of value  utilized in this  valuation is fair market  value.  Fair
market value is defined as: the hypothetical  cash price at which property would
change  hands  between a willing  buyer and  seller  when the former is under no
compulsion  to buy and the  latter  is under no  compulsion  to sell  with  both
parties having reasonable knowledge of relevant facts.                          

Our valuation is conducted  with  reference to Internal  Revenue  Service Ruling
59-60 (C.B. 1959-1,  237), as modified and amplified,  which provides guidelines
for the valuation of closely-held corporate stock for federal income, estate and
gift tax  purposes.  This  valuation is also  performed in  compliance  with the
applicable Uniform Standards of Professional Appraisal Practice (USPAP).        

In  performing  our  valuation,  we  rely on the  accuracy  and  reliability  of
historical   financial   statements   and   other   financial   data   and  oral
representations  of  Company  representatives.  We did not audit or review  such
financial  statements  or other  data,  and we do not  express an opinion or any
other  form of  assurance  on them.  This  engagement  was not and should not be
relied on to disclose errors,  irregularities,  or illegal acts, including fraud
or defalcations, that may exist.                                                

It is our understanding  that the valuation is to be used solely for the purpose
of  the  Company's  Board  of  Directors  or   shareholders.   It  is  also  our
understanding  that the  distribution  of this report will be restricted to this
use and, accordingly, this report will not be distributed to outside parties for
any other purpose.                                                              

--------------------------------------------------------------------------------
Utilizing the valuation  methods  described and subject to the  assumptions  and
limiting conditions  incorporated herein, it is our opinion that the fair market
value of the common stock of Cramer, Inc. as of May 31, 2002 is $0.01 per share.
--------------------------------------------------------------------------------

October 19, 2001                                                                
Kansas City, Missouri                                                           
Meara, King & Co.                                                               

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 MEARA, KING & CO.
CERTIFIED PUBLIC ACCOUNTANTS
800 West 47th Street o Suite 430 o Kansas City, MO
64112-1246o(816)561-1400 oFacsimile (816)561-6926 oE-Mail info@meara.com
--------------------------------------------------------------------------------

Board of Directors                                                              
Cramer, Inc.                                                                    

The  purpose of this study is to  establish  a  reasonable  estimate of the fair
market value of Cramer, Inc., a Kansas corporation (herein referred to as Cramer
or Company),  as of May 31,  2002.  Specifically,  we are valuing the  Company's
common stock for shareholder purposes.                                          

Cramer's  common  stock is not listed on NASDAQ or any  exchange and there is no
public  trading market for the stock.  Therefore,  for valuation  purposes,  the
subject Company is treated as a closely-held business.                          

The  standard of value  utilized in this  valuation is fair market  value.  Fair
market value is defined as: the hypothetical  cash price at which property would
change  hands  between a willing  buyer and  seller  when the former is under no
compulsion  to buy and the  latter  is under no  compulsion  to sell  with  both
parties having reasonable knowledge of relevant facts.                          

Our valuation is conducted  with  reference to Internal  Revenue  Service Ruling
59-60 (C.B.  1959-1,237),  as modified and amplified,  which provides guidelines
for the valuation of closely-held corporate stock for federal income, estate and
gift tax  purposes.  This  valuation is also  performed in  compliance  with the
applicable Uniform Standards of Professional Appraisal Practice (USPAP).        

In  performing  our  valuation,  we  rely on the  accuracy  and  reliability  of
historical   financial   statements   and   other   financial   data   and  oral
representations  of  Company  representatives.  We did not audit or review  such
financial  statements  or other  data,  and we do not  express an opinion or any
other  form of  assurance  on them.  This  engagement  was not and should not be
relied on to disclose errors,  irregularities,  or illegal acts, including fraud
or defalcations that may exist.                                                 

It is our understanding  that the valuation is to be used solely for shareholder
purposes. It is also our understanding that the distribution of this report will
be restricted to this use and, accordingly,  this report will not be distributed
to outside parties for any other purpose.                                       

--------------------------------------------------------------------------------
Utilizing the valuation  methods  described and subject to the  assumptions  and
limiting conditions  incorporated herein, it is our opinion that the fair market
value of the common stock of Cramer, Inc. as of May 31, 2001 is $0.01 per share.
--------------------------------------------------------------------------------

June 12, 2002                                                                   
Kansas City, Missouri                                                           

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Cramer, Inc.
 Proxy for the 2002 Annual Meeting of Shareholders, to be held March 6, 2003
 This Proxy is solicited by the Board of Directors

     As a  shareholder  of Cramer,  Inc.  (the  "Company"),  I appoint  Nicholas
Christianson as my attorney-in-fact and proxy (with full power of substitution),
and authorize him to represent me at the 2002 Annual Meeting of  Shareholders of
the Company to be held at the Hampton Inn,  4600 Summit,  Kansas City,  Missouri
64112 on March 6, 2003 at eleven  o'clock a.m.,  and at any  adjournment  of the
meeting,  and to vote the common stock in the Company  held by me as  designated
below on proposals 1, 2 and 3.                                                  

     The Board of Directors unanimously recommends a vote for proposals 1, 2 and
3.                                                                              

Proposal #1. Election of Directors: James R. Zicarelli and David E. Crandall    

   |_|  FOR the nominees listed above |_| WITHHOLD AUTHORITY to vote for the
                                         nominees listed above. (If you do
                                            not check this box, your shares will
                                           be voted in favor of both nominees)

     To withhold  authority  to vote for either  nominee,  strike  through  that
nominee's name above.                                                 

Proposal  #2.  Proposal  to ratify the  appointment  of Stirtz  Bernards  Boyden
Surdell & Larter, PA as the Company's independent accountants for 2002.         

|_|  FOR              |_|  AGAINST              |_|  ABSTAIN          

Proposal  #3.  Proposal  to amend the  Company's  Articles of  Incorporation  to
increase  the  authorized  capital  stock from  8,200,000  shares to  74,200,000
shares.                                                                         

|_|  FOR              |_|  AGAINST              |_|  ABSTAIN          

To act upon any other matters that may properly come before the meeting.        

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     If no choice is indicated on the proxy,  the person named as proxy  intends
to vote FOR all three proposals.                                                

Please sign exactly as your name appears on this proxy.  When shares are held by
joint tenants, both should sign. When signing as attorney,  executor, trustee or
other  representative  capacity,  please give your full title. If a corporation,
please sign in full corporate name by President or other authorized officer.    

                                                --------------------------------
                                        Signature of Shareholder

                                                --------------------------------
                     Title

                                                --------------------------------
                                        Signature of Shareholder

                                                --------------------------------
                     Title

                                                --------------------------------
                     Dated

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
		12/31/05		8
		11/25/03		7
		5/3/03		6		7
		3/6/03		2		15
Filed on:		2/7/03		2					DEF 14A
		2/3/03		2		3
		1/24/03		7					10KSB/A,  10QSB/A,  PRER14A,  SC 13E3/A
		12/31/02		5		7
		12/26/02		7					10KSB/A,  10QSB/A,  PRER14A,  SC 13E3/A
		12/9/02		8
		9/30/02		7		10			10QSB,  NT 10-Q
		9/3/02		5
		6/30/02		8		10			10QSB,  10QSB/A,  NT 10-Q
		6/12/02		8		14
		5/31/02		8		14
		4/30/02		8
		4/8/02		6
		4/1/02		5		7			10KSB,  NT 10-Q
		3/6/02		7
		2/7/02		3
		1/27/02		6		7
		1/16/02		6
		12/31/01		5		10			10KSB,  10KSB/A
		10/19/01		8		13
		9/11/01		9
		9/4/01		9
		7/29/01		13
		5/31/01		14
		5/4/01		7
		1/24/01		5
		12/31/00		7					10KSB40,  NT 10-K
		12/31/99		8					10KSB40
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