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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 the 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:

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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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1.

To elect ten persons to the Company’s Board of Directors to hold office until their respective terms of office shall expire and until their respective successors are duly elected and qualified;

2.

To ratify the selection of Grant Thornton LLP as the Company’s auditors for the fiscal year ending September 30, 2003; and

3.

To transact such other business as may properly come before the Annual Meeting and any and all adjournments or postponements thereof.

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*

Less than 1%.

(1)

Based on 4,286,123 shares outstanding as of January 15, 2003.

(2)

Includes 25,000 shares purchasable through the exercise of options, which are immediately exercisable.

(3)

Represents shares purchasable through the exercise of options, which are immediately exercisable.

(4)

Includes 36,923 shares purchasable through the exercise of options, which are immediately exercisable. Mr. Sasnett has granted a proxy to Sun Catalina Holdings, LLC (“Sun Catalina”) with respect to these shares.

(5)

Includes (i) 250 shares purchasable through the exercise of options, which are immediately exercisable; and (ii) 3,615,731 shares which may be deemed beneficially owned within the meaning of Rule 13d-3 of the Exchange Act by Messrs. Leder and Krouse and also by Sun Catalina, Sun Capital Partners II, LP, a Delaware limited partnership (“Partners LP”), Sun Capital Advisors II, LP, a Delaware limited partnership (“Advisors”), and Sun Capital Partners, LLC, a Delaware limited liability company (“Partners LLC”). Messrs. Leder and Krouse may each be deemed to control Sun Catalina, Partners LP, Advisors, and Partners

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LLC, as Messrs. Leder and Krouse each own 50% of the membership interests in Partners LLC, which in turn is the general and managing partner of Advisors, which in turn is the general and managing partner of Partners LP, which in turn owns 100% of the membership interests of Sun Catalina. Partners LP, Advisors, Partners LLC, and Messrs. Leder and Krouse have shared voting and investment power over these shares. Included in the 3,615,731 shares are: (i) 847,188 shares issuable pursuant to an immediately-exercisable warrant; (ii) up to 150,000 shares owned by previous shareholders of Go-Gro Industries Limited, assuming that such shares remain owned by such shareholders; and (iii) 44,560 shares, 93,649 shares, 420 shares, and 400 shares owned by Robert Hersh, Nathan Katz, Dean Rappaport, and Mr. Sasnett, respectively, all of whom are former executives of the Company, all of which shares Sun Catalina has the power to vote pursuant to irrevocable proxies. Except as to such shared voting power, Sun Catalina, Partners LP, Advisors, Partners LLC, and Messrs. Leder and Krouse disclaim beneficial ownership of these shares.

(6)

Includes 250 shares purchasable through the exercise of options, which are immediately exercisable.

(7)

The group consists of the 10 current directors (including Mr. Varakian) and Stephen G. Marble, who became our chief financial officer in November 2002.

(8)

Consists of (i) 3,615,731 shares over which Messrs. Leder and Krouse have shared voting and investment power; (ii) 2,000 shares owned by Mr. Rea; and (iii) 2,750 shares purchasable through the exercise of options, which are immediately exercisable.

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(1)

Based on 4,286,123 shares outstanding as of January 15, 2003.

(2)

Please see Note 5 to the table above.

(3)

Includes 358,554 shares issuable pursuant to an immediately-exercisable warrant.

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(1)

Mr. Bescoby became our chief executive officer on July 31, 2001, and resigned from that position effective as of November 25, 2002.

(2)

Includes options to purchase 1,000 shares of Common Stock granted to Mr. Bescoby in connection with his service on our Board. Upon Mr. Bescoby’s resignation, vesting ceased with respect to 50,000 of his unvested options.

(3)

Represents a matching contribution to our 401(k) plan.

(4)

Mr. Skillen became our chief financial officer on February 12, 2002, and resigned from that position effective as of November 1, 2002.

(5)

Represents the payment of relocation expenses.

(6)

Upon Mr. Skillen’s resignation, vesting ceased with respect to 12,500 of his unvested options.

(7)

Mr. Sasnett resigned as an executive officer of the Company effective as of February 12, 2002.

(8)

Mr. Sasnett’s salary was paid pursuant to an Employment Agreement dated July 23, 2001, which provided for a base annual salary of $200,000.

(9)

Consists of: (i) a matching contribution to our 401(k) plan in the amount of $3,400; and (ii) $93,332 paid in quarterly installments during Fiscal 2002, representing four of twelve equal payments to be paid quarterly pursuant to the Termination Agreement and Release we entered into with Mr. Sasnett in July 2001, which provided for the termination of Mr. Sasnett’s employment agreement dated October 1, 2000, as amended, in exchange for our payment to Mr. Sasnett of an aggregate of $280,000 payable in quarterly installments over three years and for our issuance to Mr. Sasnett of options to purchase 36,923 shares of Common Stock at $5.90 per share.

(10)

Includes the options to purchase 36,923 shares of Common Stock referred to in Note 9 above.

(11)

Consists of: (i) a matching contribution to our 401(k) plan in the amount of $3,400; and (ii) $23,333 paid on September 1, 2001, representing the first of 12 equal payments to be paid quarterly pursuant to Mr. Sasnett’s Termination Agreement and Release.

(12)

Mr. Marble became our controller in December 2001. Effective as of November 1, 2002, he became our chief financial officer.

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(1)

Please see the Summary Compensation Table for titles of the persons named in the table.

(2)

Based on options to purchase 250,600 shares of Common Stock granted to all employees in Fiscal 2002.

(3)

The 5% and 10% assumed annual rates of compounded stock appreciation are mandated by the rules of the SEC. We cannot assure you that the actual stock price will appreciate over the ten-year option term at the 5% or 10% levels or at any other rate.

(4)

The unvested portion of this option (750 shares) was forfeited upon Mr. Bescoby’s resignation from the Board in November 2002.

(5)

One-half of the options in each option grant were forfeited upon Mr. Bescoby’s resignation as Chief Executive Officer in November 2002.

(6)

One-half of the options in each option grant were forfeited upon Mr. Skillen’s resignation as Chief Financial Officer in November 2002.

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Option

Exercises and Holdings

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(1)

Please see the Summary Compensation Table for titles of the persons named in the table.

(2)

The value realized is computed by multiplying the difference between the exercise price of the stock option and the market price of the Common Stock on the date of exercise by the number of shares of Common Stock with respect to which the option was exercised.

(3)

Based on the closing price per share of our common stock on the Nasdaq National Market on September 30, 2002 of $6.95, minus the exercise price per share, multiplied by the number of shares of Common Stock underlying the option.

(4)

Includes options to purchase 50,750 shares that were forfeited upon Mr. Bescoby’s resignation as Chief Executive Officer.

(5)

Includes options to purchase 12,500 shares that were forfeited upon Mr. Skillen’s resignation as Chief Financial Officer.

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•

review financial information to be provided to shareholders and others;

•

monitor the integrity of the Company’s financial reporting processes and systems of internal controls;

•

appoint, oversee, and, in its discretion, discharge and replace the Company’s independent accountants;

•

approve the services performed by the Company’s independent accountants and the fees proposed for those services;

•

monitor the independence and performance of the Company’s independent accountants; and

•

provide an avenue of communication among the independent accountants, management, and the Board of Directors.

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1.

Review and reassess the Charter of the Audit Committee at least annually, making amendment to the Charter as appropriate.

2.

Review the Company’s annual audited financial statements prior to filing or distribution. In conducting its review, the Audit Committee should discuss the following matters with management and the independent accountants:

a.

the independent accountants’ audit of the financial statements and its report thereon;

b.

any significant changes required in the independent accountants’ audit plan;

c.

any significant difficulties encountered during the course of the audit (including any restriction on the scope of work or access to required information);

d.

any significant disagreement among management and the independent accountants in connection with preparation of the financial statements;

e.

any significant audit adjustments (both recorded and unrecorded); and

f.

other matters related to the conduct of the audit which are communicated to the Audit Committee under generally accepted auditing standards.

3.

In consultation with the management and the independent accountants, consider the integrity of the Company’s financial reporting processes and controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control and report such exposures. Review significant findings prepared by the independent accountants together with management’s responses.

4.

Review with financial management and the independent accountants the Company’s quarterly financial results prior to the release of earnings and the Company’s quarterly financial statements prior to filing or distribution. Discuss any significant changes to the Company’s accounting principles and any items communicated by the independent accountants in accordance with Statement on Auditing Standards No. 61, as amended by Statement on Auditing Standards No. 90 (see Item B.5). The Chairman of the Committee may represent the entire Audit Committee for purposes of this review.

5.

Meet with the independent accountants and management in separate executive sessions to discuss any matters that the Audit Committee or these groups believe should be discussed privately with the Audit Committee.

1.

Oversee and review the independence and performance of the accountants and annually appoint the independent accountants or approve any discharge of accountants when circumstances warrant.

2.

Approve in advance any and all audit services and all permitted nonaudit services (unless de minimus) provided by the independent accountants, as well as the fees and other compensation to be paid to the independent accountants.

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3.

On an annual basis, review, and discuss with the independent accountants, all significant relationships the independent accountants have with the Company that could impair the accountants’ independence. This review should include, without limitation, the following:

a.

receiving a formal written statement from the independent accountants delineating all relationships between the accountants and the Company, consistent with Independence Standards Board Standard No. 1; and

b.

actively engaging in a dialog with the independent accountants with respect to any disclosed relationships or services that may have an impact on the objectivity and independence of the independent accountants.

4.

Review the independent accountants’ audit plan. This review should include a discussion of scope, staffing, reliance upon management and general audit approach.

5.

Prior to releasing the year-end earnings, discuss, outside the presence of management, the results of the audit with the independent accountants. The discussion should include the matters set forth in item 2, as well as the following:

a.

the adequacy of the Company’s internal controls, including computerized information system controls and security;

b.

any related significant findings and recommendations of the independent accountant together with management’s responses to them; and

c.

the independent accountants’ judgment about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting. Without limiting the foregoing, the Audit Committee is expected to inquire as to the independent accountants’ views about whether management’s choices of accounting principles appear reasonable from the perspective of income, asset, and liability recognition, and whether those principles are common practices or are minority practices.

1.

Provide for the confidential and anonymous submission by employees of issues, complaints, or concerns relating to the ethical conduct of the Company’s senior management or other employees or the Company’s accounting practices, and review, investigate, and address any items so submitted.

2.

Recommend to the Board of Directors whether the Company’s audited financial statements should be included in the Company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission, as applicable.

3.

Annually prepare a report to shareholders for inclusion in the Company’s proxy statement relating to the annual meeting of shareholders, as or if required by the Securities and Exchange Commission.

4.

Perform any other activities consistent with this Charter, the Company’s by-laws, and governing law, as the Committee or the Board deems necessary or appropriate.

5.

Maintain minutes of meetings and periodically report to the Board of Directors on the activities of the Committee.

6.

Periodically perform self-assessment of Audit Committee performance.

7.

Annually review policies and procedures as well as audit results associated with directors’ and officers’ expense accounts and perquisites. Annually review a summary of directors’ and officers’ related party transactions and potential conflicts of interest.

8.

Discuss and address with the independent accountants any significant issues relative to overall board responsibility that, in the judgment of the independent accountants, have been communicated to management but have not been adequately resolved.

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