April 23, 2004

To: Board of Directors

Subject: Dan Ariens Class B Stock Purchase Options

One of the follow-ups from the April 14, 2004 Board Meeting was the creation of a stock
purchase plan option for Dan Ariens to acquire a significant portion of class B voting
shares. The urgency is based on the relative value of Ariens Equity today.
Listed below are two options:

Option 1 Treasury Purchase

 Dan Ariens would purchase 8,500 class B shares from Treasury at $71.27
($605,795). Dan’s voting share ownership would now become 50.9% of the
Ariens Company.

 The treasury stock purchase would be funded by a Five-year note supported by a

SAR unit grant equivalent (8,500 units).

 Simultaneous with Dan’s class B stock purchase a shareholder buyback agreement

would be entered into with Mike Ariens to establish a base for the future stock
buyback. This agreement would provide Mike and/or his estate with a guaranteed
purchase price while allowing for upside shareholder appreciation. The agreement
would also establish a time horizon so that the company can manage its’ cash flow
for an orderly shareholder buyback. Pricing, timing and payout methods would be
discussed after we reach agreement in principle.
Option 2 Time Phased Purchase of Mike Ariens Class B Shares

 Purchase shares directly from Mike Ariens share holdings (10,625 shares). One
possible scenario is listed below, however this purchase can be timed and
structured in many different ways.

Fiscal year Pur price #of Shares Value

2004 $ 71.27 1,000 $ 71,270
2005 $ 233.15 1,000 $ 233,150
2006 $ 443.15 1,000 $ 443,150
2007 $ 561.82 1,295 $ 727,556
4,295 $1,475,126
Dan’s current B shares 2,500
Dan’s voting B’s =51% 6,795

 Dan Ariens share purchase would be accomplished with staggered five-year notes
supported by SAR grants.

In addition to the repurchase of 4295 of Mike’s B shares, additional compensation

could be crafted to allow for future earnings options, and for a buyback agreement
as follows.

Dan’s purchase 4,295 $1,475,126

Purchase Mike’s shares 6,330 $3,798,000 $600 per share minimum
5 year Chairman Contract $1,500,000 $250,000 per year
5 Year Guarantee Bonus $1,000,000 $200,000 per year
$7,773,126

 The home of Mike and Mimi could be purchased by the Company to be used as a
Corporate Retreat, meeting center for Traveling Employees, customers, and
demonstration site in future years. This is a creative concept and method to bring
a better value to the repurchase agreement, timing a discretionary matter for
family.

Possible Purchase of home $1,000,000+ Need appraised value

Total Value of Entire Transaction $8,773,126