SECURITIES AND EXCHANGE COMMISSION
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                          UNITED INDUSTRIAL CORPORATION
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                              PAUL J. "PAGE" HOEPER

PRESENT RESPONSIBILITIES

Director, United Industrial Corporation (Audit & Compensation Committees) and
its subsidiary, AAI Corporation

Director, Rockwell Scientific Company (privately held)

Director, Versar Inc. (Audit Committee)

Director, VT Systems, Inc. (privately held)

Board of Managers, DynPort Vaccine Corp. (Chairman, Government Security
Committee) (joint venture of Dyncorp and Porton International Inc.)

Board of Advisors, National Contract Managers Association

Council on Foreign Relations Roundtable on the Geo-economics of Military
Preparedness

Consultant to major IT, manufacturing and high technology corporations


PRIOR EXPERIENCE

ASSISTANT SECRETARY OF THE ARMY (ACQUISITION, LOGISTICS AND TECHNOLOGY)
THE ARMY ACQUISITION EXECUTIVE
SCIENCE ADVISOR TO THE SECRETARY OF THE ARMY
May 1998 - January 2001

Appointed by the President and confirmed by the Senate. Execution authority and
responsibility for Army research, development and acquisition programs totaling
$17.3 billion per year (over $9 billion focused on information technology) in a
23,000-person organization. Appointed and managed program executive officers and
program managers. Managed all facets of acquisition, logistics and technology
for the Army. Active internationally representing the United States Army and the
Department of Defense on matters of science and technology, acquisition and
logistics.

DEPUTY UNDER SECRETARY OF DEFENSE (INTERNATIONAL & COMMERCIAL PROGRAMS)
May 1996 - May 1998

Responsible for all cooperative defense R&D and acquisition programs around the
world. Established policies for economic reinvestment, dual use technology
programs, and international programs. Served as executive secretary for the
Defense Policy Advisory Committee on Trade.

         >>       Head of United States delegation, DoD/PLA logistics exchange
                  visit to the Peoples Republic of China.

         >>       Chaired annual science and technology meetings with the Israel
                  and Korea.

         >>       Negotiated and signed the first ministry-to-ministry
                  agreements with Ukraine and Lithuania

         >>       Member of the U. S. delegation to the Gore-Chernomyrdin
                  conferences in Washington and Moscow.

         >>       Member of the U.S. delegation to the Gore-Kuchma conferences
                  in Ukraine.



         >>       Implemented the newly legislated Defense Export Loan Guarantee
                  program, taking this $15 billion program from concept to
                  operation in six months.


         HONORS

         Department of the Army Decoration for Distinguished Civilian Service,
         2001

         Secretary of Defense Medal for Outstanding Public Service, 2001

         The President's Award (the Biddle Medal) for contributions to the
         Association of the U.S. Army, 2000

         The "Hammer Award" for reinventing government, from the Vice President
         of the United States, 1999

         Defense Award for Outstanding Achievement, 1997 Secretary of Defense
         Medal for Outstanding Public Service, 1996

         SELECTED POLICY SPEECHES

         "Importance of Ballistic Missile Defense," NATO Workshop, Budapest,
         1999

         "Policy Context for Military Aerospace Offsets," National Research
         Council 1999

         "Missile Defense in the 21st Century," Keynote Address, 12th Annual
         Multinational Conference on Theater Missile Defense, Edinburgh, 1999

         "Transatlantic Armaments Cooperation," the NATO Workshop, Prague, 1997

         "Transatlantic Consortia for Successful Cooperation," The European
         Institute, Washington, 1997

         "Transforming the Defense Industrial Base," Berkeley Roundtable on the
         International Economy, 1993


PRESIDENT, FORTUNE FINANCIAL APRIL 1994 - JANUARY 1996
Directed investment strategy for this private merchant bank. Oversaw management
of several private companies the firm controlled.

         >>       Negotiated the sale of a communications company to a publicly
                  held corporation.

         >>       Negotiated the sale of a cosmetic company and its related
                  manufacturing company to a group of Wall Street investors.

PROPRIETOR, NORTHSHORE CONSULTANTS  1984 - 1994
Consulting efforts focused on the intersection of technology, economics and
policy including:

         >>       Consultation on audits of troubled defense contractors for
                  Ernst & Young;

         >>       Formation of the Standard Missile Company;

         >>       Financial and regulatory matters affecting aerospace mergers;

         >>       Economic analyses in shareholder lawsuits.


                                       2

UNIVERSITY TEACHING, 1989-1995

STANFORD UNIVERSITY LAW SCHOOL: Developed and wrote text materials for What
Lawyers Should Know About Business under the Munger Endowment in 1989. Taught
this course at Stanford in the spring of 1990.

UNIVERSITY OF SOUTHERN CALIFORNIA: Taught What Lawyers Should Know About
Business for five years as an adjunct professor at the University of Southern
California.


PRO BONO

Junior Solar Sprint, a national program sponsored by the Army to attract middle
school children to science, mathematics and engineering Chair, Senior Review
Team, Army Science & Technology Summit
Consultant to the Army Science Board 2001 - 2002 Consultant to the Defense
Science Board, 1993 - 1995 Berkeley Roundtable on the International Economy,
1993


EDUCATION

Princeton University, 1968, B.S.E., Basic Engineering

Harvard University, 1972, M.A.T., Mathematics, Faculty of Arts & Sciences and
Graduate School of Education













                                       3

                               RICHARD R. ERKENEFF

Richard R. Erkeneff is president and chief executive officer of United
Industrial Corporation (UIC) and president and chief executive officer of AAI
Corporation, a United Industrial subsidiary.

Mr. Erkeneff was elected president and chief executive officer of UIC in 1996
and has served as president and chief executive officer of AAI since joining the
company in 1993.

He previously had a 35-year career with McDonnell Douglas Corporation where he
held a number of senior leadership positions, including president of McDonnell
Douglas Electronic Systems Company and senior vice president of Defense and
Electronic Systems for McDonnell Douglas Aerospace.

Active in professional and industry associations, Mr. Erkeneff serves on the
Board of Directors of the National Defense Industrial Association and is
chairman of the organization's Committee/Division Review Council. He is a member
of the Association of the United States Army, the Air Force Association, the
Navy League of the United States, and the American Public Transit Association.

In addition, Mr. Erkeneff serves on the Board of Advisors of the Maryland Center
for Quality and Productivity and is a member of the Maryland Marketing Partners,
the Baltimore County Schools Education Foundation Board, and the Greater
Baltimore Committee Economic Development Council. He is president of the Towson
University Foundation and a member of the Board of Directors of the University
of Maryland Foundation.

Mr. Erkeneff earned a bachelor's degree in electrical engineering from the
University of Minnesota and was awarded an honorary doctorate in humane letters
from Towson State University