Dow Jones 10483.13 +45.28 7:04 am PST, April 20, 2004  NASDAQ 2032.05 +11.62 For info, visit access.smallcapnetwork.com S & P 500 1138.85 +3.03 To be removed, please click here Russell 2000 589.81 +2.86 VOLUME 04: ISSUE 28  Feature: Spectrum Grows Big-Time. Overnight. Yesterday, Spectrum Sciences (OTCBB: SPSC) represented a great company for investors who wanted to own a superior growth story as well as gain exposure to the defense and Homeland Security sectors. Today, it's that and a whole lot more. On Tuesday, the company announced (release shown below) that it has signed a Letter of Intent (LOI) to acquire private Louisiana-based Inland Fabricators LLC, a government and private sector contract manufacturer and fabricator of large-scale pipes. The details of the acquisition haven't as yet been announced, but as the deal consummates post due-diligence, the benefits to Spectrum are many; as well as very exciting for both companies and the shareholders.  That number would likely include a goodly number of the SmallCap readership. The deal should consummate in 4-6 weeks. The resultant entity will continue to increase its influence on its path to becoming a major commercial, defense and Homeland Security concern. When SmallCap brought the readership Spectrum in December, we felt that the company's ability to execute its business plan was extremely compelling. With the stock at $1.80 then, the shares have risen an in impressive stair-step fashion on ever increasing daily trade volumes to a level of $3.12 on Monday-- a 75 percent return in roughly 4 months. It appears destined to continue making new highs. That said, while we believe that a position in Spectrum should continue to do well over the medium to long term, traders might consider selling a portion-- after such a good run-- to lower an initial cost base. A core holding should be maintained and strategic accumulation would be advised on any pullbacks.  Great so far, is the best yet to come? Probably. We are confident that more announcements and initiatives by Spectrum will keep it on investors' radar screens for the foreseeable future. Salient points on the agreement: Inland, one of the largest, large-scale pipe fabricators in the US, has a revenue run rate of approximately $5 million Spectrum acquires numerous significant government and commercial certifications; including ASME NQA-1-2000 (held by less than ten pipe fabricators in the US) which allows for the establishment and quality assurance for nuclear facility applications The resultant company opens up a number of new strategic relationships. Inland's business virtually doubles Spectrum's manufacturing revenues. Spectrum can continue to improve efficiencies and cost-cutting through consolidation Inland's highly qualified personnel raises the consolidated employee count to 210 from 130. Inland brings a 72,000 sq. ft., $30 million revenue capacity facility The consolidated companies potential revenue capacity rises to $50 million As it is with Spectrum, Inland has several potential deals on the go which it hopes to conclude over the next few weeks and months. When this agreement consummates, the resultant company will be greater than it's individual parts. Each entity brings complimentary and strategic benefits to the table that will undoubtedly move it to the next level both in government and commercial contracts. Inland's Chairman Roger Thomas said it much better than I: "The combined manufacturing operation, on a fully consolidated basis, creates a major industry force which will increase our industry presence and the ability to significantly accelerate our growth". Icing on the Cake... Even before the Inland announcement, Spectrum announced impressive 2003 full year numbers. Against a backdrop of a strong $8.5 million order backlog, the company reported an 8.7 percent revenue increase to $13.3 million over 2002. Positive earnings of a penny a share were also noted. 2004 will be the year of the SafeBorders rollout and sales as well as many other exciting projects and products both established and under development. The recent management and board changes have wasted no time in solidifying Spectrum's mandate for expansion through organic growth as well as accretive acquisitions.  I love it when a plan comes together.   PRESS RELEASE Spectrum Sciences Announces Agreement to Acquire Inland Fabricators, LLC  _______ Accretive Acquisition Will Effectively Double Manufacturing Division Revenue and Contribute Significant Strategic Assets    FORT WALTON BEACH, Fla.--(BUSINESS WIRE) -- April 21, 2004 - Spectrum Sciences and Software Holdings Corp. (OTC BB: SPSC), highly focused on homeland security through the provision of full-service, quality solutions to complex and diverse government initiatives, announced today that it has executed a Letter of Intent to acquire Inland Fabricators, LLC, a Louisiana-based company engaged in large-scale pipe fabrication for government and private sector companies. The acquisition of Inland Fabricators, an approximate $5 million revenue company will provide Spectrum with revenues and pro-forma earnings. As well as significant government and private sector certifications, including ASME NQA-1-2000, a necessary precedent to nuclear construction. The two companies will also reap benefits of consolidation and a substantial number of strategic relationships. The acquisition is subject to customary due diligence conditions.   William Ham, Spectrum president and chief executive officer, said "With our newly stated board objective of growth through strategic acquisitions, combined with our commitment to substantial organic growth, it should be crystal clear to the investment community that Spectrum is unwavering in its commitment to expansion." Ham continued, "The anticipated acquisition of Inland provides a broad array of benefits to Spectrum in addition to revenues and potential earnings. With Inland's current revenue run rate of approximately $5 million, Spectrum will essentially double its manufacturing revenue. The benefits and cost savings of the consolidation with Inland are numerous. The resulting corporations revenue-capacity will grow to $50 million, including Inlands 72,000 square foot $30 million revenue-capacity facility. The consolidated companies will have a highly qualified workforce of 210 employees."  Roger Thomas, Inland chairman and managing member, stated, "The combined manufacturing operation, on a fully consolidated basis, creates a major industry force which will increase our industry presence and the ability to significantly accelerate our growth.  We are extremely pleased to be joining the dynamic Spectrum family."  About Inland Inland Fabricators LLC, provides high quality piping systems for the government, oil, gas energy, chemical and power markets.  Located in Louisiana, Inland Fabricators' 72,000 square foot, $30 million production facility provides estimating, engineering, procurement and quality control operations to serve its clients with a management team having an aggregate of over 100 years of experience in the industry.  Inland Fabricators is ASME NQA-1-2000 (Quality Assurance Requirement for Nuclear Facility Applications) compliant.  This standard sets requirements and non-mandatory guidance for the establishment and execution of quality assurance programs for nuclear facility applications.  This level of compliance, achieved by fewer than ten pipe fabricators in the country, is necessary to supply products associated with Nuclear Waste Repositories. Inland Fabricators was formed in December 2003 by Roger Thomas, an experienced manufacturing executive, through the acquisition of certain assets of PipeWorks Reserves, Inc., a subsidiary of PipeWorks, Inc., where Mr. Thomas had previously served as Chairman and Chief Administrative Officer.   About Spectrum Sciences & Software Holdings Corp. Spectrum Sciences & Software Holdings Corp. is highly focused on Homeland Security through the provision of full service, quality solutions to complex and diverse government initiatives.  Spectrum is dedicated to providing innovative, dependable and cost-effective products and services to a broad range of government customers and is headquartered in Fort Walton Beach, Florida.  Founded in 1982, the company currently has over 130 employees. Primary markets include engineering services, operation, maintenance, information technology and manufacturing. Spectrum provides and maintains Software Model Development and Safety Footprint Development to the United States Air Force, the United States Army, the United States Navy and many of our allied nations.  Spectrum also operates and manages the largest air-to-ground bombing range in the United States, located in Gila Bend, Arizona. The Information Technology Division provides a full range of IT services including web site development and hosting, software development and GIS services.  The company's manufacturing division is ISO 9001/2000-qualified and provides a broad array of services for both commercial and Department of Defense customers. The company has, or has had, contracts with the United States Air Force, including the Air Combat Command (ACC), the Air Force Reserve Command (AFRC); the Air Force Special Operations Command (AFSOC); the Air National Guard (ANG); the Department of Navy, including United States Navy (USN); United States Marine Corps (USMC); the Royal Australian Air Force (RAAF); the Royal Air Force (RAF) and the German Air Force (GAF).  To find out more about Spectrum, visit our website at www.specsci.com.         Cautionary Statement   This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, risks set forth in documents filed by the company from time to time with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by, or on behalf of, the Company, are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.  ------------------------------------------------------------------------ Contact:  Spectrum Sciences and Software, Inc. Steve Cook, 800-368-5278 Steve.cook@specsci.com     We Value Your Feedback Got comments, questions or suggestions? 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