GFI Energy Ventures - Press Release

UtiliQuest Holdings Corporation Acquires
Underground Technology, Incorporated

September 17, 2002 - For Immediate Release

Los Angeles, CA - UtiliQuest Holdings Corp. announced today that it has completed the acquisition of Underground Technology Incorporated (UTI). UtiliQuest is a portfolio company of the OCM/GFI Power Opportunities Fund, LP, one of the country’s largest private equity investors focused exclusively on the utility and power industries.

UTI is the leading utility locating service provider in California. UTI, like UtiliQuest, locates and marks underground infrastructure for large electric, gas, telecom and cable utility companies, and municipalities prior to excavation. UTI’s client list includes Pacific Bell, Southern California Edison and Cox Communications.

The acquisition will make UtiliQuest the largest utility locating service provider in the United States. The Company already operates under long-term contracts with customers such as Verizon (Bell Atlantic), TXU/Oncor, BellSouth, Xcel Energy of Colorado, AT&T and Southwestern Bell.

UtiliQuest’s senior management team, President and CEO R. A. Karam, Jr., Senior Vice-President and CFO John P. O’Brien III, and Senior Vice President Brian R. Johnson, will lead the combined company. James G. Gerblick, CEO and founder of UTI, will assist the management team through integration and serve as a consultant to the combined company on business development issues.

"This acquisition and subsequent integration will build upon UtiliQuest’s leadership position in a dynamic and rapidly growing segment of the business of providing contract services to utilities and other companies with large distribution networks. The combined company will be well-equipped to provide high quality, reliable service and the increasing array of value-added services our clients are asking for," said Mr. Karam.

"UTI can be justly proud of its California operation and we are delighted to include these operations in a growing, robust UtiliQuest," said Mr. Karam. “We believe that we can raise the bar for excellence even higher through the implementation of our best-in-the-business field management technology. The unbeatable operational advantages we offer will provide a very compelling outsourcing alternative for utilities seeking to strengthen their damage prevention programs,” adds Mr. Karam.

“I am convinced that UtiliQuest is the right partner for UTI and our clients,” said Mr. Gerblick. “Among many other positive attributes, UtiliQuest brings systems and technology enhancements and a financial strength that should significantly improve our ability to meet our clients’ requirements on every level. These tools and the skill and enthusiasm that will accompany them will add greatly to our ability to be the undisputed industry leader in quality, value, and customer service.”

About UtiliQuest LLC:
Atlanta-based UtiliQuest LLC provides underground facility-locating services to utility companies across the country. UtiliQuest helps its clients conduct safer excavations, reduce damages to their buried plant, and lower their overall cost of service. Nationwide, UtiliQuest's 1,700 field technicians successfully receive, mark, and status more than 28,000 locate requests per day. With the UTI acquisition, UtiliQuest now operates in 19 states. More information about UtiliQuest can be found at UtiliQuest's website: http://www.utiliquest.com.

About GFI Energy Ventures LLC:
GFI Energy Ventures LLC is a significant equity investor in established, industry-leading companies serving the utility market. Since 1995, GFI has originated more than thirty investments in successful companies that provide the systems, software, equipment and services needed by participants in a competitive energy market. GFI oversees a portfolio of companies with a market value in excess of $2 billion and is the co-general partner with Oaktree Capital Management, LLC of the $454 million OCM/GFI Power Opportunities Fund, L.P. More information about GFI can be found at GFI's website: www.gfienergy.com.

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