4 1 rsiform4-1101.txt RSI FORM 4 YE 10/31/2002

Attachment A to Statement of Changes in Beneficial Ownership on Form 4 of Andlinger Capital XXVI LLC in Respect of Rheometric Scientific, Inc. This Statement of Changes in Beneficial Ownership on Form 4 (this "Statement") is being filed jointly by Andlinger Capital XXVI LLC ("Andlinger Capital XXVI"), a Delaware limited liability company, Gerhard R. Andlinger, Robert M. Castello, Stephen A. Magida, Merrick G. Andlinger, and Mark F. Callaghan, (collectively, the "Reporting Persons"). Andlinger Capital XXVI is the designated filer of this joint filing. On October 31, 2002, Andlinger Capital XXVI entered into an agreement with Rheometric Scientific, Inc. (the "Issuer"), pursuant to which Andlinger Capital XXVI would agree to purchase an additional $500,000 of the Issuer's Series B Preferred Stock as contemplated by that certain Securities Purchase Agreement, dated as of August 8, 2002, between Andlinger Capital XXVI and the Issuer; to defer its right to have all of the outstanding Series B Preferred Stock owned by it redeemed in full by the Issuer upon the closing of the sale of the Issuer's rheology instruments and services business to Waters Technologies and instead to have the redemptions occur in three equal installments, one at the closing, one at the six-month anniversary of the closing and one at the twelve-month anniversary of the closing; and to subordinate such deferred payments to amounts payable by the Issuer to the landlord under the lease for the Issuer's Piscataway, New Jersey facility and to Axess Corporation, in exchange for which the Issuer issued to Andlinger Capital XXVI a new warrant, with an expiration date of March 6, 2007, to purchase up to one million shares of the Issuer's Common Stock having an exercise price equal to $1.00 per share, the average of the closing prices of the Issuer's common stock over the ten trading days immediately preceding October 30, 2002, and on substantially the same other terms and conditions as the existing warrants to purchase shares of the Issuer's Common Stock held by Andlinger Capital XXVI. The warrants described in this Statement are beneficially owned directly by Andlinger Capital XXVI. Mr. G. Andlinger may be deemed to beneficially own such shares and warrants indirectly by virtue of his relationship with the Manager and Members of Andlinger Capital XXVI. Mr. Magida may be deemed to benefically own such shares and warrants indirectly in his capacity as Manager and a Member of Andlinger Capital XXVI, and as trustee under the Gerhard R. Andlinger Intangible Asset Management Trust. Messrs. R. Castello, M. Andlinger and M. Callaghan may be deemed to beneficially own such shares and warrants indirectly by virtue of their relationships with the other Reporting Persons and in their capacity as Members of Andlinger Capital XXVI. This Statement shall not be deemed an admission that any of Messrs. R. Castello, M. Andlinger and M. Callaghan is a beneficial owner of such securities. Following is a listing of required information for each of the Reporting Persons filing jointly with Andlinger Capital XXVI:

Attachment B to Statement of Changes in Beneficial Ownership on Form 4 of Andlinger Capital XXVI LLC in Respect of Rheometric Scientific, Inc. SIGNATURES OF REPORTING PERSONS** Date: November 4, 2002 ANDLINGER CAPITAL XXVI LLC By: /s/ Stephen A. Magida --------------------------------- Name: Stephen A. Magida Title: Manager GERHARD R. ANDLINGER *** ------------------------------------- STEPHEN A. MAGIDA *** ------------------------------------- MERRICK G. ANDLINGER *** ------------------------------------- ROBERT M. CASTELLO *** ------------------------------------- MARK F. CALLAGHAN *** ------------------------------------- *** By: /s/ Stephen A. Magida ------------------------------- STEPHEN A. MAGIDA, pursuant to a power of attorney, dated March 28, 2000, a copy of which was filed as part of the Statement on Schedule 13D/A filed by the Reporting Persons on November 22, 2000. **Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001)

ANDLINGER CAPITAL XXVI LLC 4