Exhibit F

                        Shareholder Committee Provisions

     Terms used in this Exhibit F as capitalized defined terms shall have the
meanings ascribed to them in the Agreement and Plan of Merger to which this
Exhibit is attached.

     Authority and Responsibilities of Shareholder Committee. The Shareholder
Committee and its members shall have full power and authority to take , and the
responsibility for taking, the following actions as agent for the former Water
Island shareholders who do not exercise dissenters' rights under Indiana law
with respect to the Merger (the "Merger Shareholders"):

          The Shareholder Committee may take any actions and resolve any issues
     arising subsequent to the Closing Date and relating to matters covered by
     the Agreement, including, without limiting the foregoing, the following:

     any calculations or other actions required to comply with the provisions of
     Sections 1.9 and 1.10 of the Agreement, including, without limiting the
     foregoing, the following:

          determining and calculating Closing Working Capital and preparing the
     Company's Closing Schedule;

          if the Shareholder Committee receives a Working Capital Dispute
     Notice, negotiating with Parent and GW in good faith to resolve any
     disagreement with respect to Closing Working Capital set forth in the
     Working Capital Dispute Notice;

          if the Shareholder Committee and Parent and/or GW are unable to
     resolve the issues set forth in the Working Capital Dispute Notice within
     the timeframe set forth in Section 1.9(b), selecting a nationally
     recognized accounting firm to resolve the dispute in accordance with the
     provisions of Section 1.9(b) of the Agreement;

          determining whether there is a Working Capital Excess or Working
     Capital Deficiency pursuant to Section 1.9 of the Agreement;

          calculating the amount of any deferred payments to be paid to the
     Merger Shareholders pursuant to Section 1.10 of the Agreement and resolving
     any issues that would affect the amount payable to the Merger Shareholders
     pursuant to Section 1.10 of the Agreement;

          determining and calculating the Applicable Rate of any interest
     payable pursuant Section 1.10(c) of the Agreement; and

          negotiating with Parent or GW as to any other matters arising under
     the Agreement.

     any issues relating to indemnification pursuant to Article VI of the
     Agreement.


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                  The Shareholder Committee shall make all other determinations
         relating to the Merger or the Agreement or affecting the Merger
         Shareholders in connection with the Merger or the Agreement.

                  The Shareholder Committee shall have full power and authority
         to take all other actions that it deems, in its sole discretion,
         necessary or advisable to carry out the matters contemplated by the
         Agreement, including, without limiting the foregoing, the following:

                  the employment of attorneys, accountants or other
                      professionals as reasonably required to perform its duties
                      under the Agreement; and

                  instituting and/or defending lawsuits or other proceedings or
                      the undertaking of other appropriate efforts to perform
                      its duties in carrying out the terms and intent of the
                      Agreement.

     Reimbursement of Expenses; No Duty to Advance Funds.

                  The Shareholder Committee shall not be entitled to any
         compensation for its services as the Shareholder Committee hereunder.

                  The Shareholder Committee is authorized to obtain
         reimbursement for itself and its individual members for out-of-pocket
         expenses reasonably incurred in the performance of its duties and
         responsibilities to the extent that amounts to cover such
         reimbursements are available from amounts that otherwise would be
         payable as the First Deferred Payment or the Second Deferred Payment
         under Section 1.10 of the Agreement.

                  Neither the Shareholder Committee nor any of its members shall
         have any obligation to personally advance funds in connection with the
         performance of any duties under the Agreement.

     Action by Shareholder Committee. The Shareholder Committee shall act
collectively by majority action of those individuals then serving (if more than
one person is then serving) or by the sole individual person then serving (if
only one person is serving), and shall take all action in writing. For purposes
of the Agreement, written actions signed by a majority of those persons then
serving (or by the single person serving if only one person is then serving)
shall be conclusive evidence of the valid action of the Shareholder Committee.
In the event only one person remains willing and able to act hereunder as a
member of the Shareholder Committee, said person shall designate an individual
who is included in the Merger Shareholders to act as the Shareholder Committee
in the event such remaining person is unable or unwilling in the future to act
as the Shareholder Committee.

     Term of Existence. The authority of the Shareholder Committee hereunder
shall expire on December 31, 2005, except that if any indemnification or other
claims or issues arising under or in connection with the Agreement shall have
come to the attention of the Shareholder Committee on or prior to December 31,
2005, the Shareholder Committee shall be authorized to continue to act with
respect to such matters and its authority shall remain in effect with respect to
such matters, until they are resolved.

     Standard of Conduct and Limitation of Liability. The Shareholder Committee
shall make its decisions and takes its actions or inactions based on the
Shareholder Committee's determination, in its sole and absolute discretion, of
what is in the best interest of the Merger Shareholders under all the
circumstances. The members of the Shareholder Committee shall be immune from any
personal liability whatsoever with respect to actions or inactions taken or not
taken on behalf of the Merger Shareholders except for affirmative actions taken
in bad faith and for the intended personal benefit of the individual members of
the Shareholder Committee at the expense of the other Merger Shareholders. In
the event a claim is asserted against the Shareholder Committee or any of the
members thereof in connection with any action or inaction taken or not taken by
them as agent for the Merger Shareholders, they shall be entitled to full and
complete indemnification to the maximum extent permitted under the articles of
incorporation and bylaws of the Company in existence immediately prior to the
Closing to the extent any funds are available for such indemnification from
amounts otherwise payable to the Merger Shareholders under Section 1.10 of the
Agreement.


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The following Exhibits have been omitted from this filing:

         Exhibit B         -        Form of Letter of Transmittal
         Exhibit C         -        Form of Employment Agreement
         Exhibit E         -        Principal Terms of Agreement Not to Compete


All Schedules to the Agreement, which are identified in Sections 2.1, 2.2, 2.3,
2.4, 2.6, 2.10, 2.11 2.12, 2.13, 2.14, 2.15, 2.16, 2.17 and 4.1, have been
omitted from this filing.


Omitted Exhibits and Schedules will be furnished supplementally to the
Securities and Exchange Commission upon request.


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