Deported

From: Inductotherm Industries Inc., 10 Indel Ave, Rancocas, NJ

To: Mr. James F. Metcalf, 47C Hamilton Road, Motherwell, Scotland

Date: May 11, 1988

Dear Jim:

It is a shame when a man burns all of his bridges. When you were working as an officer of Consarc, you persuaded Consarc to buy and pay for know-how from Carbon Technology Inc. in Knoxville, in order to obtain the technology that was to be the base for Calcarb. This was technology that neither you nor Consarc had prior to this acquisition. Following this, Calcarb paid for your learning the techniques that finally resulted in good material and Calcarb's present posture.

Your memo of April 4,1988 to Consarc's Board of Directors suggests that you feel free to take and use this technology for your own purposes through Allcarb Corp.

Now I understand that Consarc hired you as a paid consultant to represent their interests with the IMM sale, you plan to breach this trust and take this customer for yourself. Your remark to Chris Gee by phone on May 7 suggests this.

You frequently said to me, "Trust me, Hank." Should I have listened to Nisbet instead of indeed trusting you? Jim, I think we should talk.

Sincerely,

H.M. Rowan

President

From: James F. Metcalf, 47c Hamilton Road, Motherwell, Scotland 11 May 1988

To: Mr. Henry M. Rowan, 10 Indel Avenue, Rancocas, NJ

Dear Hank:

My father taught me a lesson about a mule. When the mule refuses to listen you can get his attention by hitting him between the eyes with a two by four. Hank, I think we should have been talking and acting on the Calcarb's future a long time ago.

Your letter of May 10,1988 has a coded message in the final paragraph. Nisbet fired me because I falsified a test certificate to MISCO. Allvac needed this shipment to keep the wolves from the door. I made the calculation for the melts, weighed the materials, ran the melt, stripped the molds, packed the ingots and then also made the faked entry as to the Boron content. Jim had good reasons to fire me.

The management group in Scotland prepared some false documents for the British government to obtain funds for the Calcarb operation. The words in those documents led the government to understand that the company would have the capacity to make rocket components. It is not difficult to understand why the British government bowed to pressure from the U. S. government. The left wing reporter from the Mirror in London may find these documents so Consarc must remain prepared for the bad press.

The management of Consarc Scotland agreed with me and set out to produce its own insulation for the Russian furnaces and isopresses. Based upon my recommendation, Mr. TR Dick and Mr. Crawford visited and arranged to by the know-how from Carbon Technology Inc. in Knoxville. The agreed price was $90,000. This purchase was made without board approval in the normal day to day business of the company. I believe that this amount is now written off the books.

The know-how transfer took place in Dec. 1983. I made no attempt to learn the "how". There is no way that I could utilize the present technology and present good posture of Calcarb. My Ideas go down another road and they may not work.

Four days before the scheduled arrival of Mr. Yamaguchi of IMM in Scotland, I had a long lunch with John Wilson, a director of Consarc and Calcarb. We discussed the future of what could and could not be between Consarc and myself. It was clear that Calcarb saw no reason to retain me in any way. The plastic furnace that I had promoted for the company was stalled with minor (or major) problems. Wilson could not foresee any need of my services in the near future.

Wilson was told of the IMM visit. Last year Mr. Yamaguchi had been helpful in finding some future clients for Calcarb in Japan. He arranged a visit to the aerospace section of IHI and spent a full day assisting me to explain Calcarb to the Engineers. Wilson agreed to arrange a quick walk through Calcarb and Consarc. He told me he would be away and to contact Jeff Wilson.

Mr. Yamaguchi had a very busy schedule in the U. K. but agreed to alter his plans to visit Consarc and Calcarb. When I called Jeff Wilson in the morning of the planned visit he told me that he knew nothing about it but would set it up.

He did not call me to say that we could not visit Calcarb. We were told in the companies lobby that the visit would not take place.

IMM hired Consarc to do an Engineering study based upon some very new Idea's for processing superalloys that I had in my mind. The sum was $50,000 that I understand has been paid. I agreed to do this work for Consarc for my proposed fee.

I was not pleased with Consarc's support in this study. The design got out of control and became too expensive and complex. My efforts were considerably greater than the amount billed to Consarc.

When it became clear that Consarc did not see any additional place for me on this project I agreed to become the project engineer for IMM. This caused some concern at Rancocas so I informed Mr. Yamaguchi that I would not accept a contract from him until the commercial arrangements to buy the equipment was completed. It was my understanding that Consarc would pay me for the time spent with IMM at the same price that I was going to bill them. I submitted my bill but it was not paid and my written request for an explanation has not been answered.

A more serious problem exists. It is my feeling that Consarc does not have the desire or ability to build the facility as I think it should be built. With the present situation I am not willing to give new designs to Consarc. Consarc has many internal problems that will hinder their future ability.

I do not wish to burn all my bridges. I would like to finish the task of the carbon operation under my control while at the same time giving my best to the future of the VIM that most people feel is a dead process.

Sincerely,

J.F. Metcalf