IN THE UNITED STATES DISTRICT COURT

                     FOR THE EASTERN DISTRICT OF PENNSYLVANIA

UNITED STATES OF AMERICA                               ) )  Criminal No. 00-129
               v.                                      ))  Judge Harvey Bartle, III
CARBONE OF AMERICA                                     )
INDUSTRIES CORP. and                                   )  Filed: 3/13/00
MICHEL CONIGLIO,                                       ))
                       Defendants.                     )

                       GOVERNMENT'S RULE 11 MEMORANDUM

       The United States, Carbone of America Industries Corp. ("CAIC"), and Michel Coniglio have

entered into plea agreements, pursuant to which CAIC and Michel Coniglio will waive indictment and

plead guilty to the captioned Information.  The one-count Information charges CAIC and Michel

Coniglio with a violation of the Sherman Act, 15 U.S.C. § 1.  The purpose of this memorandum is to

provide the Court with sufficient information for acceptance of the pleas by setting forth the

statute, a description of the criminal Information, the terms of the Plea Agreements, and a

statement of facts which support the agreements.

                                                  I
                                      STATUTE VIOLATED

A.  15 U.S.C. Section 1

       Section One of Title 15, United States Code, provides:

               Every contract, combination in the form of trust or otherwise, or
               conspiracy, in restraint of trade or commerce among the several States,
               or with foreign nations, is declared to be illegal.  Every person who shall
               make any contract or engage in any combination or conspiracy hereby
               declared illegal shall be deemed guilty of a felony, and, on conviction
               thereof, shall be punished by a fine not exceeding $10,000,000 if a
               corporation, or, if any other person, $350,000, or by imprisonment not



                exceeding three years, or by both said punishments, in the discretion of
                the court.

B.  The Information

                                    IN THE UNITED STATES DISTRICT COURT

                               FOR THE EASTERN DISTRICT OF PENNSYLVANIA

UNITED STATES OF AMERICA                                                ))  Criminal No.
                      v.                                                  ))  Filed:
CARBONE OF AMERICA                                                      )
  INDUSTRIES CORP. and                                                  )  Violation: 15 U.S.C. § 1
MICHEL CONIGLIO,                                                        ))
                                    Defendants.                         )


                                                   INFORMATION

          The United States of America, acting through its attorneys, charges:

                                                                  I

                                          DESCRIPTION OF THE OFFENSE

          1.         Carbone of America Industries Corp. (hereinafter "CAIC") and

Michel Coniglio are made defendants on the charge stated below.

          2.         Beginning at least as early as July 1993 and continuing until at least

February 1998, the exact dates being unknown to the United States, the

defendants CAIC and Michel Coniglio and co-conspirators entered into and

participated in a combination and conspiracy to suppress and eliminate

competition by fixing the price of non-machined and semi-machined isostatic

graphite sold in the United States and elsewhere.  The combination and

conspiracy engaged in by the defendants and co-conspirators was in

unreasonable restraint of interstate and foreign trade and commerce in violation



of Section 1 of the Sherman Act (15 U.S.C. § 1).

      3.     The charged combination and conspiracy consisted of a continuing

agreement, understanding, and concert of action among the defendants and

co-conspirators, the substantial terms of which were to agree to fix and maintain