1. Who is Entivity and what do they do?
Entivity is the world leader in PC based control software. Their software products are best known by the brand names of STEEPLECHASE and THINK & DO.

2. Why did Phoenix Contact do this?
Phoenix Contact acquired Entivity because of the critical role software plays in the base AUTOMATIONWORX strategy. The acquisition of Entivity provides Phoenix Contact with a USA based software resource and the products and know how to meet our customer's control software applications covering a broad range of device level networks and Ethernet protocols. The products are packaged ("shrink wrapped") for the type of user that typically uses our automation solution. These products have also been used in embedded applications to extend the reach and benefits of PC technologies. Phoenix Contact and Entivity have been working closely on joint products and customer solutions since November 2002 and informally since the inception of Entivity. Hundreds of installations of Entivity software with Phoenix Contact I/O or controller platforms are installed throughout the world.

3. What are the expectations and benefits of this purchase?
The combination of Entivity software onto Phoenix Contact hardware platforms provides a more complete solution as well as the potential single source of PC based control. Entivity software offered on Phoenix Contact embedded platforms further distributes control for modular automation as well as extending the reach of PC based technologies into smaller applications.

4. How does Entivity fit in the organization?
Entivity will become a part of the Phoenix Contact USA Automation Systems Business unit.

5. What is the organizational structure and employee status at Entivity?
Jeff Fisher (VP of Sales & Operations) will remain as the general manager of the group, reporting to Dave Skelton (Director of the Phoenix Contact Automation Business). All the employees in development, QA, technical support, training, and sales have become Phoenix Contact employees and will remain in the existing Ann Arbor, MI facility.

6. What will happen to the current Entivity product families?
Phoenix Contact appreciates the very large installed base and customer loyalty to these products. Enhancements to Steeplechase, Think & Do and Entivty Studio products are currently under way. In addition, Entivity has been co-developing CE based products with Phoenix Contact for the past two years. The acquisition of Entivity by Phoenix Contact also opens the door for future IEC-61131 product offerings.

7. How will the Phoenix Contact distribution and Entivity Solution Providers (ESP) sales channel be rationalized?
Entivity and Phoenix Contact are already strongly aligned in many parts of the North American market. Products will continue to be available through all existing channels. All ESPs that wish to continue to represent Entivity will do so given normal business requirements.

8. What was the purchase price?
Terms of the agreement will not be disclosed.

9. When does this take effect?
The ownership transferred to Phoenix Contact on Saturday, July 31, 2004.

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