TJT INC, DEF 14A, 2000-01-28

TJT INC
DEF 14A, 2000-01-28
MISCELLANEOUS TRANSPORTATION EQUIPMENT

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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12

T.J.T., INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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T.J.T., INC.
843 NORTH WASHINGTON
EMMETT, IDAHO 83617

January 18, 2000

Dear Shareholder:

You are invited to attend T.J.T., Inc.'s 2000 Annual Meeting of
Shareholders, which will be held at the Statehouse Inn, in the Majestic Room, on
Tuesday, February 22, 2000, at 10:00 a.m. Mountain Standard Time. The Statehouse
Inn is located at 981 Grove Street in Boise, Idaho.

In addition to the four items of business identified in the formal notice
for the annual meeting on the following page, T.J.T.'s 1999 performance will be
discussed and management will respond to your questions. Enclosed with this
proxy statement are your proxy card, a postage-paid envelope to return your
proxy card, and T.J.T.'s 1999 Annual Report.

Your vote is important to us regardless of the number of shares you own.
Please sign and date the enclosed proxy card, and mail it in the envelope
provided. If you plan to vote at the annual meeting and your shares are held by
a broker, bank, or other person, you must bring two additional items to the
annual meeting: (i) a letter from that entity which confirms your beneficial
ownership of shares, and (ii) a proxy card issued in your name.

I look forward to seeing you at the meeting.

Sincerely,

TERRENCE J. SHELDON
Chairman of the Board,
President, and Chief Executive Officer

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T.J.T., INC.

--------------------------------------------

NOTICE OF THE 2000
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 22, 2000
--------------------------------------------

The Annual Meeting of Shareholders of T.J.T., Inc., a Washington
corporation, will be held on Tuesday, February 22, 2000, at 10:00 a.m., Mountain
Standard Time, in the Majestic Room of the Statehouse Inn in Boise, Idaho (the
"Annual Meeting") for the following purposes:

1. To elect one Director to serve until the annual meeting of
shareholders in 2002 and to elect three Directors, each to serve until
the annual meeting of shareholders in 2003 or until their successors
are duly elected and qualified;

2. To ratify the appointment of Balukoff Lindstrom & Co., P.A. as the
Company's independent auditors for the 2000 fiscal year;

3. To approve the Amendment to the T.J.T., Inc. 1994 Stock Option Plan;

4. To approve the Amendment to the T.J.T., Inc. 1997 Directors Stock
Option Plan; and

5. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement of the Annual Meeting.

Shareholders of record at the close of business on Monday, December 20,
1999, are entitled to notice of and to vote at the Annual Meeting and at any
adjournments or postponements of the Annual Meeting. If you are unable to attend
the Annual Meeting in person, T.J.T. urges you to sign, date and return the
enclosed proxy in the self-addressed stamped envelope provided, since it is
necessary that a majority of the shareholders' outstanding shares be
represented, in person or by proxy, for a quorum at the Annual Meeting.

By Order of the Board of Directors

Susan Reimers
Secretary

Emmett, Idaho
January 18, 2000

------------------------------

T.J.T.'s 1999 Annual Report is enclosed with this Proxy Statement. The
Annual Report contains financial and other information about T.J.T., Inc. not
incorporated in the Proxy Statement and is not part of the proxy soliciting
material.

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PROXY STATEMENT

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TABLE OF CONTENTS

<TABLE>
<S><C>
INFORMATION ABOUT T.J.T., INC . . . . . . . . . . . . . . . . . . . . . . . . . 1

INFORMATION ABOUT PROXY SOLICITATION AND VOTING . . . . . . . . . . . . . . . . 1
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Date, Time and Place of Annual Meeting. . . . . . . . . . . . . . . . . . . 1
Record Date; Shares Entitled to Vote. . . . . . . . . . . . . . . . . . . . 1
Market for T.J.T.'s Common Stock. . . . . . . . . . . . . . . . . . . . . . 2
Quorum; Required Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Revocation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Shareholder Proposals and Nomination of Directors . . . . . . . . . . . . . 2
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . 2

INFORMATION CONCERNING CHANGES TO THE BOARD OF DIRECTORS. . . . . . . . . . . . 4

BUSINESS AT THE ANNUAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . 4
PROPOSAL 1. - ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . 4
PROPOSAL 2. - RATIFICATION OF APPOINTMENT OF AUDITORS . . . . . . . . . . . 7
PROPOSAL 3. - AMENDMENT TO T.J.T., INC. 1994 STOCK OPTION PLAN. . . . . . . 8
PROPOSAL 4. - AMENDMENT TO T.J.T., INC. 1997 DIRECTORS STOCK OPTION PLAN. . 12

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . 15
Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Executive Compensation Committee. . . . . . . . . . . . . . . . . . . . . . 15
Directors Executive Committee . . . . . . . . . . . . . . . . . . . . . . . 15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS . . . . . . . . . . . . . . . . 16

EXECUTIVE COMPENSATION AND OTHER INFORMATION. . . . . . . . . . . . . . . . . . 18
Summary of Cash and Certain Other Compensation. . . . . . . . . . . . . . . 18
T.J.T., Inc. 1994 Stock Option Plan . . . . . . . . . . . . . . . . . . . . 19
Aggregated Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . . 19
401(k) Profit Sharing Plan. . . . . . . . . . . . . . . . . . . . . . . . . 20
Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION . . . . . . . 21

PERFORMANCE GRAPH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS. . . . . . . . . . . . . . . . . . 24

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION . . . . . . . . . . 24
Compliance With Section 16(a) of the Exchange Act.. . . . . . . . . . . . . 24

OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
</TABLE>

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INFORMATION ABOUT T.J.T., INC.

T.J.T., Inc. ("T.J.T.") is a purchaser and reconditioner of axles and tires
that have been used to transport manufactured homes from the factory to the home
site. Federal regulations require that these axles and tires be inspected,
refurbished and/or replaced after each trip. T.J.T. also distributes vinyl
siding, skirting supplies, garages, storage sheds, water filtration products,
and other accessory products to the built-on-site housing market and
manufactured housing dealers. T.J.T. is also involved in real estate development
on a limited basis. T.J.T. operates in eleven states in the western United
States. T.J.T. employs 145 people in this eleven-state region. The Company's
executive office is located at 843 North Washington, Emmett, Idaho 83617. The
Company's telephone number is (208) 365-5321.

INFORMATION ABOUT PROXY SOLICITATION AND VOTING

GENERAL INFORMATION

We have sent you the enclosed proxy card because T.J.T.'s Board of
Directors is soliciting your proxy to vote your shares at the Annual Meeting.
This proxy statement summarizes information that T.J.T. is required to provide
to you under the rules of the Securities and Exchange Commission, and is
designed to provide you with information to assist you in voting your shares.
The purpose of the Annual Meeting is for the shareholders of T.J.T.'s common
stock to consider and vote on the following proposals:

2. To ratify the appointment of Balukoff Lindstrom & Co., P.A. as the
Company's independent auditors for the 2000 fiscal year (see "PROPOSAL
2. RATIFICATION OF AUDITORS");

3. To approve the Amendment to the T.J.T., Inc. 1994 Stock Option Plan
(see "Proposal 3. AMENDMENT TO T.J.T., INC. 1994 STOCK OPTION PLAN");

4. To approve the Amendment to the T.J.T., Inc. 1997 Directors Stock
Option Plan (see "Proposal 4. AMENDMENT TO T.J.T., INC. 1997 DIRECTORS
STOCK OPTION PLAN"); and

5. To transact such other matters as may properly come before the Annual
Meeting or any adjournment or postponement of the Annual Meeting.

DATE, TIME AND PLACE OF ANNUAL MEETING

The Annual Meeting will be held on Tuesday, February 22, 2000, at 10:00
a.m., Mountain Standard Time, in the Majestic Room of the Statehouse Inn at 981
Grove Street in Boise, Idaho. T.J.T. intends to mail this Proxy Statement and
accompanying proxy card on or about January 18, 2000, to all shareholders
entitled to vote at the Annual Meeting.

RECORD DATE; SHARES ENTITLED TO VOTE

T.J.T.'s Board of Directors fixed the close of business on Monday, December
20, 1999, as the record date (the "Record Date") for determining T.J.T.'s
shareholders entitled to vote at the Annual Meeting. Only the holders of record
of T.J.T.'s common stock on the Record Date will be entitled to notice of and to
vote at the Annual Meeting. At the close of business on December 20, 1999, there
were 4,854,739 shares of common stock outstanding.

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Each holder of record of T.J.T.'s common stock on the Record Date is
entitled to one vote for each share held on each of the matters to be voted on
at the Annual Meeting. On the Record Date, there were approximately 838 holders
of record.

MARKET FOR T.J.T.'S COMMON STOCK

T.J.T.'s common stock is listed for quotation on the Nasdaq SmallCap Market
System under the symbol "AXLE." On the Record Date, the fair market value of
T.J.T.'s common stock as reported by the Nasdaq SmallCap Market System at the
close of trading was $.75.

QUORUM; REQUIRED VOTE

As of the Record Date, there were 4,854,739 shares of outstanding common
stock of T.J.T. You are entitled to one vote for each share of T.J.T.'s common
stock that you hold as of the Record Date on each of the matters to be voted on
at the Annual Meeting. You do not have cumulative voting rights. A quorum
consisting of at least 2,427,370 shares is necessary to hold a valid meeting. If
at least 2,427,370 shares of the total 4,854,739 shares entitled to vote at the
Annual Meeting are cast either in person or by proxy, a quorum will exist.

The inspector of election appointed for the Annual Meeting will tabulate
all votes. The inspector of election will separately tabulate affirmative and
negative votes, abstentions, and broker non-votes. Abstentions and broker
non-votes will be counted toward the quorum requirement. Abstentions will count
toward the quorum requirement, and they will have the same effect as negative
votes. Broker non-votes will be counted toward a quorum, but will not be counted
in determining whether a matter is approved.

If the shares held by the persons present or represented by proxy at the
Annual Meeting are less than 2,427,370 shares of T.J.T.'s common stock, the
Annual Meeting may be adjourned for the purpose of obtaining additional proxies,
votes, or for any other purpose. At any subsequent reconvening of the Annual
Meeting, all proxies will be voted in the same manner as the proxies would have
been voted at the original Annual Meeting (except for any proxies which have
since then effectively been revoked or withdrawn). See "Revocation of Proxies"
below.

REVOCATION OF PROXIES

You may revoke a proxy at any time before it is voted. You may revoke the
proxy by filing a written notice of revocation or a duly executed proxy card
with a later date with the Secretary of T.J.T. at 843 North Washington, P.O. Box
278, Emmett, Idaho 83617, or by attending the Annual Meeting and voting in
person. Your attendance at the Annual Meeting will not, by itself, revoke a
proxy.

SHAREHOLDER PROPOSALS AND NOMINATION OF DIRECTORS

T.J.T.'s Bylaws provide that for a shareholder to nominate a candidate for
election as a director at an annual meeting of shareholders, or propose business
for consideration at such meeting, notice must be given in writing to the
Secretary of T.J.T. at T.J.T.'s executive offices not less than 120 days in
advance of release of the proxy statement to shareholders in connection with the
previous year's annual meeting. Accordingly, a shareholder nomination or
proposal intended for consideration at the 2001 annual meeting must have been
received by the Secretary prior to September 24, 2000. T.J.T.'s Bylaws also
provide details about the information that needs to be included in each
shareholder's proposal or nomination of a director. No shareholder proposals or
nominations have been made for consideration at the Annual Meeting.

SOLICITATION OF PROXIES

T.J.T. will pay the entire cost for solicitation of proxies. Copies of the
solicitation materials will be sent to banks, brokerage houses, fiduciaries, and
custodians holding in their names shares of T.J.T.'s common stock

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beneficially owned by others to forward to such beneficial owners. T.J.T. will
reimburse persons representing beneficial owners of common stock for their costs
of forwarding proxy solicitation materials to the beneficial owners.
Solicitation of proxies may be made in person or by mail, telephone, telecopy or
telegram. The directors, officers, employees and representatives of T.J.T. may
supplement the original proxies. T.J.T. will not pay its directors, officers or
employees any additional compensation for this service, but they may be
reimbursed for out-of-pocket expenses incurred in connection with the proxy
solicitation.

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INFORMATION CONCERNING CHANGES TO THE BOARD OF DIRECTORS

At the annual meeting of shareholders in 1999, Terrence J. Sheldon, Rickie
K. Treadwell, and Darren Bradley were elected to the Board of Directors to serve
as Class III Directors until the year 2002.

Since the 1999 annual meeting, T.J.T.'s Board of Directors has experienced
other changes. In February 1999, Scott Beechie, T.J.T.'s Vice President, Chief
Financial Officer and Treasurer resigned. Larry Prescott, T.J.T.'s Senior Vice
President, Chief Financial Officer and Treasurer was appointed to the Board of
Directors in February 1999. Mr. Prescott was also appointed Chairman of the
Board of Directors Audit Committee and Trustee of T.J.T.'s 401(k) Plan in
February 1999. Robert Harrison, T.J.T.'s Chief Operating Officer was appointed
to the Board of Directors in May 1999. John W. Eames III, T.J.T.'s Regulation
Compliance Officer, has decided not to stand for re-election to the Board as a
Class I Director. T.J.T. is grateful to Mr. Eames for his contribution to the
success of T.J.T.

The Board of Directors has nominated one Class III Director and three Class
I Directors. Joe Light is currently an appointed director who has been nominated
for election to the Board as a Class III Director. As a Class III Director, Mr.
Light will serve until the annual meeting of shareholders in 2002. The Board of
Directors has nominated Robert M. Harrison, T.J.T.'s Chief Operating Officer,
and Larry B. Prescott, T.J.T.'s Senior Vice President, Chief Financial Officer
and Treasurer, for election to the Board as Class I Directors. Patricia Bradley
will also stand for re-election to the Board as a Class I Director. As a Class I
Director, each person will serve until the annual meeting of shareholders in
2003.

BUSINESS AT THE ANNUAL MEETING

PROPOSAL 1.

ELECTION OF DIRECTORS

T.J.T.'s Board of Directors is divided into three classes of directors who
serve staggered three-year terms. The term of one class of directors expires at
each annual meeting of shareholders. Each director serves on the Board of
Directors until he or she is succeeded by another qualified elected director.

The current classes of directors and appointed or nominated directors are
as follows:

- Four Class I Directors: Robert M. Harrison, John W. Eames III,
Patricia I. Bradley, and Larry B. Prescott. The Class I
Directors' term in office expires as of the Annual Meeting.

- Five Class II Directors: Douglas A. Strunk, Ulysses B. Mori,
Scott M. Hayes, Arthur J. Berry, and B. Kelly Bradley. The Class
II Directors' term in office expires at the 2001 annual meeting.

- Four Class III Directors: Terrence J. Sheldon, Rickie K.
Treadwell, Darren Bradley, and Joe Light. The Class III
Directors' term in office expires at the 2002 annual meeting.

The current term for the Class I Directors, Robert M. Harrison, John W.
Eames III, Patricia I. Bradley, and Larry B. Prescott, expires as of the Annual
Meeting. The Nominees for Class I Directors to be voted upon at the Annual
Meeting are: current director Patricia I. Bradley is standing for re-election;
appointed director Robert M. Harrison is now standing for election to the Board;
and appointed director Larry B. Prescott is also standing for election to the
Board. These Class I nominees will be elected to hold office until T.J.T.'s
annual meeting of shareholders in 2003. In addition, Joe Light has been
nominated for election to the Board as a Class III Director.

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As a Class III Director, Mr. Light will be elected to hold office until T.J.T.'s
annual meeting of shareholders in 2002.

If any nominee is unable to serve as a Director, the proxy holders may
substitute a nominee and vote for another person of their choice in that place,
or the Board may reduce the size of the Board of Directors prior to the Annual
Meeting to eliminate the position of any nominees. T.J.T. intends that the proxy
holders named on the enclosed proxy card vote for the three Class I nominees,
and one Class III nominee, named above. The number of directors on T.J.T.'s
Board of Directors shall remain at twelve. The following information provides
biographical information for each nominee and continuing director:

CLASS I -- NOMINEES FOR ELECTION TO SERVE UNTIL THE 2003 ANNUAL MEETING OF
SHAREHOLDERS:

PATRICIA I. BRADLEY, 55, was elected to the Board in February 1997 and will
continue to serve on the Board as a non-employee director and on the
Directors Executive Committee, if elected. In 1998, Ms. Bradley was named
Executive Vice President and T.J.T.'s Director of Corporate Dealer Sales, a
position she filled until December of 1999. Ms. Bradley was appointed
Senior Vice President and General Manager of T.J.T.'s Centralia, Washington
facility in November 1996. Previously, Ms. Bradley was the owner and Chief
Executive Officer of Bradley Enterprises, Inc. Ms. Bradley is the mother of
Darren Bradley and B. Kelly Bradley, who are also members of the Board of
Directors.

ROBERT M. HARRISON, 64, was appointed to the Board of Directors in May of
1999 and currently serves on the Directors Executive Committee.
Mr. Harrison has served as T.J.T.'s Chief Operating Officer since
December 1999 and its Area General Manager from March 1999. Previously,
Mr. Harrison was employed at Modular Structures, Inc. from 1997 through
1998 and Evergreen Mobile Company from 1990 through 1997. Previous to
Evergreen Mobile Company, Mr. Harrison spent 27 years managing multiple
manufacturing locations with Boise Cascade Corporation.

LARRY B. PRESCOTT, 52, was appointed to the Board in February 1999 and
serves on the Directors Executive Committee. Mr. Prescott was appointed
Trustee of the Company's 401(k) Profit Sharing Plan and Chairman of the
Directors Audit Committee in February of 1999. Mr. Prescott was appointed
Senior Vice President, Chief Financial Officer, and Treasurer of T.J.T. in
January 1999. Previously, Mr. Prescott was Vice President and portfolio
manager at US Bancorp in Portland. Prior to his banking experience, he
spent 15 years with Boise Cascade Corporation in the manufactured housing
industry.

CLASS II -- DIRECTORS ELECTED TO SERVE UNTIL THE 2001 ANNUAL MEETING OF
SHAREHOLDERS:

ARTHUR J. BERRY, 48, was elected to the Board in 1995. For the past six
years, Mr. Berry has been the President and principal shareholder of Arthur
J. Berry & Company, a real estate development and business brokerage firm
located in Boise, Idaho. Mr. Berry received a Bachelor's degree in Finance
from Boise State University in 1973, a J.D. from the University of Idaho in
1976, and an MBA from Boise State University in 1981. Mr. Berry is a member
of T.J.T.'s Executive Compensation Committee, Audit Committee, and
Directors Executive Committee.

B. KELLY BRADLEY, 37, was elected to the Board in February 1998.
Mr. Bradley was appointed Corporate Purchasing and Inventory Control
Manager in December 1999. Mr. Bradley previously held the position of
Manager of T.J.T.'s Centralia, Washington facility until December of
1999. He served as Manager of Bradley Enterprises, Inc. from 1989 to
1996. Mr. Bradley also served as manager of various other operations
with Bradley Enterprises, Inc. from 1984 to 1989. Mr. Bradley is the son
of Patricia I. Bradley, a member of the Board of Directors and a member
of the Directors Executive Committee, and the brother of Darren Bradley,
Manager of the Centralia, Washington facility and another member of the
Board of Directors.

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SCOTT M. HAYES, 52, was elected to the Board in February 1998. Currently,
Mr. Hayes is a self-employed private investor and consultant. He previously
served as the Executive Vice President and Chief Financial Officer of U.S.
Bancorp (formerly West One Bancorp) from 1987 to 1995. Mr. Hayes is a
member of T.J.T.'s Executive Compensation Committee, the Directors
Executive Committee, and Audit Committee.

ULYSSES B. MORI, 46, was elected to the Board in February 1998. Mr. Mori
currently serves as T.J.T.'s Senior Vice President and Manager of New
Business Development and O.E.M. Sales. Mr. Mori was appointed as a Senior
Vice President and Manager of T.J.T.'s Woodland, California facility
following T.J.T.'s merger with Leg-it Tire Company, Inc. in 1997. Mr. Mori
had previously been the President and Chief Executive Officer of Leg-it
Tire Company, Inc. since 1980. Mr. Mori is a member of the National Axles
and Tires Association and the Transportation Task Force.

DOUGLAS A. STRUNK, 48, was elected to the Board in 1988. Mr. Strunk has
served as Sales Manager of T.J.T.'s Idaho facility since 1988. Mr. Strunk
received a vocational/technical certificate from College of Southern Idaho
in 1972.

CLASS III -- DIRECTORS ELECTED TO SERVE UNTIL THE 2002 ANNUAL MEETING OF
SHAREHOLDERS:

DARREN BRADLEY, 38, was appointed to the Board in January 1997. In December
1999 he was appointed Manager of T.J.T.'s Centralia Washington facility.
From November 1996 to January 1997, Mr. Bradley held the position of
Assistant Manager. Mr. Bradley has been involved with Bradley Enterprises,
Inc. since 1984, and acted as Assistant Manager until 1989. Mr. Bradley is
the son of Patricia I. Bradley and brother of B. Kelly Bradley, both
members of T.J.T.'s Board of Directors.

TERRENCE J. SHELDON, 58, was elected to the Board in 1977. Mr. Sheldon is a
founder and principal stockholder of T.J.T. Mr. Sheldon has served as
T.J.T.'s President since its inception (with the exception of the period
from January 1986 through October 1986), Chief Executive Officer since
1994, and as Chief Operating Officer from December 1998 to December 1999.
Mr. Sheldon is Chairman of the Board of Directors and Chairman of the
Executive Compensation Committee, a Trustee of T.J.T.'s 401(k) Plan, and is
a member of the Directors Executive Committee.

RICKIE K. TREADWELL, 51, was appointed to the Board in August 1998. In July
1998, Mr. Treadwell was appointed as a Senior Vice President of T.J.T. and
Assistant Manager of O.E.M. Sales. From 1978 to June 1998, Mr. Treadwell
served as the President of West States Recycling, Inc. West States
Recycling, Inc. is not a subsidiary or an affiliate of the Company.

CLASS III -- NOMINEE FOR ELECTION TO SERVE UNTIL THE 2002 ANNUAL MEETING OF
SHAREHOLDERS:

JOE LIGHT, was appointed to the Board in November 1999. Mr. Light served as
General Manager of Champion Enterprises, Inc. from 1995 until he retired in
July 1999. He also served as Senior Vice President of Operations from 1992
through 1995, Regional Vice President from 1973 through 1992, and General
Manager in Idaho from 1968 through 1973.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 1.

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PROPOSAL 2.

RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors has appointed Balukoff, Lindstrom & Co., P.A. to
serve as the auditors of T.J.T. and to make an examination of T.J.T.'s
consolidated financial statements for the fiscal year ending September 30, 2000.
This firm of independent public accountants has served as T.J.T.'s auditors
since T.J.T.'s public offering in December 1995.

Representatives of Balukoff, Lindstrom & Co., P.A. will be present at the
Annual Meeting to respond to appropriate questions and to make a statement if
they desire to do so. In the absence of other instructions, shares represented
by properly executed proxies will be voted "For" the ratification of Balukoff,
Lindstrom & Co., P.A. as T.J.T.'s auditors for the fiscal year ending September
30, 2000.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE RATIFICATION OF PROPOSAL 2.

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PROPOSAL 3.

AMENDMENT TO T.J.T., INC. 1994 STOCK OPTION PLAN

T.J.T., Inc.'s Board of Directors has previously adopted and approved the
T.J.T., Inc. 1994 Stock Option Plan (the "Plan"). A total of 200,000 shares of
Common Stock are presently reserved for issuance under the Plan (of which no
more than 100,000 shares may be granted pursuant to incentive stock options and
no more than 100,000 shares may be granted pursuant to non-qualified stock
options). Sixty-eight thousand (68,000) shares of incentive stock options and no
shares of non-qualified stock options have been granted during 1999. 132,000
shares remain available for future grants.

The Company seeks authorization from the shareholders to authorize the
Board of Directors to increase the number of shares of Common Stock reserved for
issuance under the Plan since only 132,000 shares remain available in the Plan.
The shares under the Plan are to be increased by 200,000 shares. Three hundred
thousand (300,000) shares will then be classified as incentive stock options and
100,000 shares will be available for issuance as non-qualified stock options
until such time as there are no options remaining in the Plan.

The essential features of the Plan remain the same and are summarized
below. However, the following summary is not intended to be complete and is
subject in all respects to the provisions of the Plan which is available from
the Company for inspection.

Shareholders are requested in Proposal 3 to approve the increase of 200,000
shares in the Plan. The affirmative vote of the holders of a majority of the
shares represented and entitled to vote at the meeting will be required to
approve the amendment to the Plan.

GENERAL

Awards under the Plan may be granted in any one or all of the following
forms: (i) incentive stock options ("Incentive Stock Options") meeting the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), (ii) non-qualified stock options ("Non-Qualified Stock Options")
(unless otherwise indicated, references to the Plan to "Options" shall include
both Incentive Stock Options and Non-Qualified Stock Options); and (iii) tax
offset payments ("Tax Offset Payments"), as described in Article 8 of the Plan.
See "Tax Treatment of Stock Options" for a discussion of the tax treatment of
stock options.

PURPOSE

The Plan was adopted in 1994 to give T.J.T., Inc. a means whereby selected
key employees, officers, directors (subject to restrictions contained in
Articles 3 and 4 of the Plan), agents, consultants and independent contractors
of the Company or of any parent or subsidiary (as defined in Section 7.1(e) of
the Plan) thereof, may acquire a proprietary interest in the Company through the
ownership of the Company's common stock. Such ownership will provide such
persons with a more direct interest in the future welfare of the Company and
encourage them to remain in the employ or service with the Company and its
related corporations. It is also expected that the Plan will encourage qualified
persons to seek and accept employment and service with the Company and its
related corporations. The Board of Director's proposed increase in the number of
shares in the Plan represents the Company's commitment to retaining valued
employees.

ADMINISTRATION

The Plan is administered by the Board of Directors of the Company (the
"Board") or, in the event the Board shall appoint and/or authorize a committee
to administer the Plan, by such committee (the "Committee"). The administrator
of the Plan shall be referred to as the "Plan Administrator." The Plan
Administrator has the power and authority (i) to grant Options and to determine
the purchase price of the Common Stock covered by each

8
<PAGE>

Option, the term of each Option, the number of shares of Common Stock to be
covered by each Option and any performance objectives or vesting standards
applicable to each Option; (ii) to designate Options as Incentive Stock Options
or Non-Qualified Stock Options; (iii) to determine the amount of, and to make,
Tax Offset Payments; (iv) to determine the persons to whom, and the time or
times at which, Options shall be granted; and such other option terms as the
Plan Administrator may deem necessary or desirable. Subject to the general
limitations of the Plan, the Plan Administrator shall have the sole
discretionary authority to interpret the terms of the Plan, to adopt and revise
rules, regulations and policies to administer the Plan, and to make any other
factual determinations which it believes to be necessary or advisable for the
administration of the Plan. All actions taken and interpretations and
determinations made by the Plan Administrator in good faith shall be final and
binding upon the Company, all persons who have received Option grants under the
Plan and all other interested parties.

ELIGIBILITY

Incentive Stock Options may be granted under the Plan only to persons who,
at the time the Option is granted, are employees or directors of the Company or
any related corporation. Non-Qualified Stock Options may be granted to any
employee, director, officer, agent, consultant or independent contractor of the
Company or any related corporation, whether an individual or an entity.

The number of shares of the Company's Common Stock authorized to be subject
to options granted under the Plan is being increased by an additional 200,000
shares. The total number of shares reserved in the Plan will increase from
200,000 to 400,000 shares. The Board of Directors has not made any determination
regarding future option grants under the Plan if the amendment is approved.

TERMS OF OPTIONS

(a) Terms of Incentive Stock Options. The term of each Incentive Stock
Option shall be established by the Plan Administrator; provided, however, that,
notwithstanding any other provision of the Plan, in no event shall an Incentive
Stock Option be exercisable after ten (10) years from the date it is granted or,
in the case of an Incentive Stock Option granted to a 10% shareholder after five
(5) years from the date it is granted.

(b) Terms of Non-Qualified Stock Options. The term of each Non-Qualified
Stock Option granted shall be established by the Plan Administrator and, if not
so established, shall be eight (8) years from the date it is granted.

(c) Maturity. Notwithstanding any other provision of the Plan, any Option
granted to an optionee, unless waived or modified in the option agreement, shall
be exercisable according to the schedule set forth in each option agreement, if
any. Options granted under the Plan expire 90 days after an optionee's
employment with the Company is terminated for any reason, unless the termination
is by reason of the optionee's death, total disability, or the optionee is
terminated for cause (as defined under the Plan). In the case of an optionee's
death or disability, an option, to the extent vested, does not expire until one
year after such event. However, if an optionee retires, an option, to the extent
vested, does not expire until three months after such retirement. If an employee
is terminated for cause, the option immediately terminates. In the event of a
change in control, all of the options or portions thereof outstanding as of the
date of a change in control become immediately vested. Non-Qualified Stock
Options may be reduced by no more than 50% (under a change in control) if
provided in the Option Agreement unless the Optionee gives 90 days written
notice of his intent to exercise the Option.

There are additional restrictions on the grant of Incentive Stock Options
to persons who own 10% or more of the Company's Common Stock. The exercise price
of options granted under the Plan must be at least 110% of the Market Price (as
defined in the Plan) of the Common Stock on the date of grant.

9
<PAGE>

RESTRICTIONS ON TRANSFER

Under the Plan, options are subject to limited transferability by the
original option holder subject to the approval of the Plan Administrator.

ANTI-DILUTION OR ENLARGEMENT OF RIGHTS PROVISIONS

If at any time during the term of the Plan the total number of shares of
the Company's Common Stock outstanding is increased by a stock dividend, stock
splits, exchanges of shares, separations, spin-offs, reorganizations and the
like, then the Plan Administrator may make or provide for such adjustments to
such Options as the Plan Administrator shall deem appropriate to prevent
dilution or enlargement of rights.

DURATION AND AMENDMENT OF PLAN

The term during which options may be granted under the Plan is being
extended from October 1, 2004 to the later of February 22, 2010, or when there
are no options available under the Plan. The Plan Administrator may alter,
suspend, or discontinue the Plan. However, the approval of the holders of a
majority of the Company's Common Stock is required for any alteration or
amendment of the Plan that would operate to increase the total number of shares
reserved for purposes of the Plan or that would extend the term of the Plan or
the maximum option period.

TAX TREATMENT OF STOCK OPTIONS

The following is a brief description of the federal income tax treatment
which will generally apply to options granted under the Company's stock option
plans, based on federal income tax laws in effect on the date of this Proxy
Statement.

Incentive Options. Pursuant to the Plan, employees may be granted options
which are intended to qualify as incentive stock options ("Incentive Stock
Options") under the provisions of Section 422 of the Code. Generally, the
optionee is not taxed and the Company is not entitled to a deduction on the
grant or the exercise of an Incentive Stock Option. However, if the optionee
sells the shares acquired upon the exercise of an Incentive Stock Option
("Incentive Stock Option Shares") at any time after the later of (a) one year
after the date of transfer of shares to the optionee pursuant to the exercise of
such Incentive Stock Option and (b) two years after the date of grant of such
Incentive Stock Option (the "Incentive Stock Option holding period"), then the
optionee will recognize capital gain or loss equal to the difference between the
sales price and the exercise price paid for the Incentive Stock Option Shares,
and the Company will not be entitled to any deduction. If the optionee disposes
of the Incentive Stock Option Shares at any time during the Incentive Stock
Option holding period, then (1) the optionee will recognize capital gain in an
amount equal to the excess, if any, of the sales price over the fair market
value of the Incentive Stock Option Shares of the date of exercise, (2) the
optionee will recognize ordinary income equal to the excess, if any, of the
lesser of the sales price or the fair market value of the Incentive Stock Option
Shares on the date of exercise, over the exercise price paid for the Incentive
Stock Option Shares, (3) the optionee will recognize capital loss equal to the
excess, if any, of the exercise price paid for the Incentive Stock Option Shares
over the sale price of the Incentive Stock Option Shares, and (4) the Company
will generally be entitled to a deduction in an amount equal to the amount of
ordinary income recognized by the optionee.

Non-Qualified Stock Options. The grant of a Non-Qualified Stock Option is
generally not a taxable event for the optionee. Upon exercise of the option, the
optionee will generally recognize ordinary income in an amount equal to the
excess of the fair market value of the stock acquired upon exercise of the
Non-Qualified Stock Option ("Non-Qualified Stock Option Shares") (determined as
of the date of the exercise) over the exercise price of such option, and the
Company will be entitled to a deduction equal to such amount. A subsequent sale
of the Non-Qualified Stock Option Shares generally will give rise to capital
gain or loss equal to the difference between the

10
<PAGE>

sales price and the sum of the exercise price paid for such shares plus the
ordinary income recognized with respect to such shares.

Miscellaneous Tax Issues. The Plan provides that, in the event of certain
changes in ownership or control of the Company, the right to exercise options
otherwise subject to a vesting schedule may be accelerated. In the event such
acceleration occurs and depending upon the individual circumstances of the
recipient, certain amounts with respect to such options may constitute "excess
parachute payments" under the "golden parachute" provisions of the Code.
Pursuant to these provisions, a recipient will be subject to a 20% excise tax on
any "excess parachute payment" and the Company will be denied any deduction with
respect to such payment.

In certain instances, the Company may be denied a deduction for
compensation (including compensation attributable to options) to certain
officers of the Company to the extent the compensation exceeds $1 million in a
given year.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 3.

11
<PAGE>

PROPOSAL 4.

AMENDMENT TO T.J.T., INC. 1997 DIRECTORS STOCK OPTION PLAN

T.J.T., Inc.'s Board of Directors and shareholders have previously adopted
and approved the T.J.T., Inc. 1997 Directors Stock Option Plan (the "Directors
Plan") which expires on November 17, 2007, or 10 years from the date the option
is granted, whichever is later. A total of 50,000 shares of Common Stock were
reserved for issuance under the Directors Plan, of which stock option grants
have been made for 15,000 shares and 35,000 shares remain available for future
grants.

The Board of Directors recommends amendments to the Directors Plan subject
to shareholder approval, as follows: (i) to increase the number of shares of
Common Stock reserved for issuance under the Directors Plan by 150,000 shares;
(ii) to extend the expiration date of the Directors Plan from November 17, 2007,
to the later of February 22, 2010 or 10 years from the date the option is
granted, whichever is later, or to such time as there are no longer options
available; and (iii) to expand the power of the Board of Directors to grant
additional options to Non-employee Directors.

The Board of Directors believes that the amendments to the Directors Plan
are necessary for the Company to attract and retain the best available
individuals to serve as directors and to compensate them for their services in
working with the Company to increase shareholder value.

Shareholders are requested in Proposal 4 to approve amending the Directors
Plan. The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Annual Meeting will be required to
approve the amendments to the Directors Plan.

The following table sets forth the number of shares of the Company's Common
Stock subject to options which will be granted if on February 22, 2000 the
proposed amendments to the Directors Plan are approved by the Shareholders at
the Annual Meeting. Each option will have an exercise price of the closing
market price of the stock on the day before the shares are granted.

<TABLE>
<CAPTION>
Name of Director Number of Shares to be Granted
<S> <C>
Arthur J. Berry 20,000
Scott B. Hayes 50,000
</TABLE>

The essential features of the proposed amendments to the Directors Plan are
summarized below. However, the following summary is not intended to be complete
and is subject in all respects to the provisions of the proposed amendments to
the Directors Plan which is available from the Company for inspection.

GENERAL

The Directors Plan provides for an annual, nondiscretionary, automatic
grant of nonstatutory stock options to persons serving as non-employee directors
("Non-employee Directors"). Options granted under the Directors Plan are not
intended to qualify as incentive stock options under the Internal Revenue Code.
See Proposal 3 "Amendment to the T.J.T., Inc. 1994 Stock Option Plan - Tax
Treatment of Stock Options" for a discussion of the tax treatment of stock
options.

PURPOSE

The purpose of the Directors Plan is to provide a means by which each
director of the Company who is not otherwise employed on a full-time basis by
the Company or of any affiliate of the Company will be given an opportunity to
purchase stock of the Company. The Directors Plan is intended to strengthen
the mutuality of

12
<PAGE>

interests between the non-employee directors and the Company's shareholders
and is designed to serve these purposes by offering stock options, thereby
providing a proprietary interest in pursuing the long-term growth,
profitability and financial success of the Company.

NONDISCRETIONARY GRANTS

The Directors Plan also provides for automatic, nondiscretionary grants of
options of 5,000 shares of Common Stock to Non-employee Directors upon the date
of their initial election. The first grant of such options occurred on November
18, 1997, when the Directors Plan was approved.

ELIGIBILITY

The Directors Plan provides that each Non-employee Director is
automatically eligible for stock options. Three of the Company's twelve proposed
Directors (Berry, Hayes, and Light) are eligible to participate in the Directors
Plan.

STOCK SUBJECT TO THE DIRECTORS PLAN

The number of shares of T.J.T., Inc.'s Common Stock dedicated to options
granted under the Directors Plan will be increased to 200,000 shares, if the
proposed amendments to the Directors Plan are approved by the shareholders. If
an option granted under the Directors Plan expires or terminates without being
exercised, the shares not purchased pursuant to such option will be available
for options thereafter granted under the Directors Plan.

TERMS OF OPTIONS

Each option expires 10 years after the grant date. The exercise price per
share under the Directors Plan is 100 percent of the fair market value of a
share on the grant date. Options are subject to limited transferability by the
original option holder and subject to the approval of the Board of Directors.
Twenty percent of the options become exercisable on the earlier of the
expiration date or the grant date and continue to become exercisable at a rate
of 20% per year over the next four years, providing the optionee continues to
serve as a director. Following termination of membership on the Board of
Directors, for any reason, an option that is held on the date of termination may
be exercised within three months following the date of termination of service;
provided, however, that if termination is due to optionee's death, the option
shall terminate on the earlier of the expiration date or eighteen months
following the date of the optionee's death. The options may be accelerated in
the event of a change of control as defined in the Directors Plan. The exercise
price may be paid in cash, Common Stock of the Company or through a combination
of the two methods.

ANTI-DILUTION PROVISIONS

If at any time during the term of the Directors Plan the total number of
shares of the Company's Common Stock outstanding is increased (through merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or otherwise) or
decreased by a combination or reverse stock split of such outstanding shares,
then concurrently with the effectiveness of such increase or decrease, the
number of shares of the Company's Common Stock authorized to be subject to
options granted under the Directors Plan will be appropriately adjusted.

DURATION OF DIRECTORS PLAN

The proposed amendments to the Directors Plan will extend the expiration of
the Directors Plan from November 17, 2007, to the later of February 21, 2010 or
10 years from the date the option is granted, whichever is

13
<PAGE>

later, or to such time as there are no longer options available. The Board of
Directors may alter, suspend, or discontinue the Directors Plan. However, the
approval of the holders of a majority of the Company's Common Stock is
required for any alteration or amendment of the Directors Plan that would
operate to increase the total number of shares reserved for purposes of the
Directors Plan or that would extend the term or the maximum option period.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE APPROVAL OF PROPOSAL 4.

14
<PAGE>

MEETINGS AND COMMITTEES
OF THE BOARD OF DIRECTORS

During the fiscal year ended September 30, 1999, the Board of Directors met
quarterly. In addition to the full Board meetings, some directors also attended
meetings of Board committees. The Board of Directors has an Audit Committee, a
Directors Executive Committee, and an Executive Compensation Committee.

During the fiscal year ended September 30, 1999, all of the directors
attended at least 75% of all of the meetings of the Board and those committees
on which they served during the fiscal year.

For information regarding compensation received by a director, see
"Executive Compensation and Other Information - Compensation of Directors" and
"Certain Relationships and Other Transactions."

AUDIT COMMITTEE

The Audit Committee is authorized by the Board of Directors to review and
supervise the financial controls of T.J.T. This includes selecting T.J.T.'s
independent public accountants, acting upon recommendations of the independent
public accountants, reviewing T.J.T.'s proposed budgets, and taking such further
actions as the Audit Committee deems necessary. The Audit Committee, consisting
of Messrs. Prescott (Chairman), Berry, and Hayes, met twice during the 1999
fiscal year.

EXECUTIVE COMPENSATION COMMITTEE

The Executive Compensation Committee reviews and adjusts the salaries of
T.J.T.'s principal officers and key executives, and administers T.J.T.'s
executive compensation and benefit plans. The Executive Compensation Committee
consisting of Messrs. Sheldon (Chairman), Hayes, and Berry, met twice during the
1999 fiscal year.

DIRECTORS EXECUTIVE COMMITTEE

The Directors Executive Committee was formed in November 1999 to take any
and all actions which may be required by the Board of Directors of the Company,
to facilitate the review and monitoring of monthly financial results of
operations of the Company during the months the Board of Directors does not
meet, and to acquire real or personal property for existing operations or real
or personal property of acquisitions, so long as the aggregate consideration for
the real or personal property (exclusive of working capital) is not greater than
Fifty Thousand Dollars ($50,000). The Executive Committee is expressly empowered
to authorize distributions by the corporation and the issuance of shares of the
corporation to the extent specifically provided by resolution of the Board. The
Executive Committee consists of Arthur J. Berry, Patricia I. Bradley, Robert M.
Harrison, Scott M. Hayes, Larry B. Prescott, and Terrence J. Sheldon.

15
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

This table details the amount of T.J.T.'s common stock owned as of December
20, 1999, by each person who is known by T.J.T. to beneficially own more than 5%
of T.J.T.'s common stock. The table also shows information concerning beneficial
ownership by all directors, each executive officer named in the Summary
Compensation Table, and by all directors and named executive officers as a
group.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP TABLE

- - -------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
Number of Shares and
Nature of Beneficial
Ownership as of
December 20, 1999(1,2) Right to Acquire Percent
Name and Address (including Shares in Within 60 Days of
of Beneficial Owner Column (3)) of December 20, 1999 Class(3)
- - -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Directors and Named Executive Officers:

Terrence J. Sheldon(4, 8) 999,098 17,620 20.6%
Ulysses B. Mori(7, 8) 243,999 ---- 5.0%
Rickie K. Treadwell(6, 7, 8) 3,492 1,600 *
Douglas A. Strunk 116,368 ---- 2.4%
B. Kelly Bradley 83,187 ---- 1.7%
Darren M. Bradley 80,233 ---- 1.6%
Robert M. Harrison(8, 9) 8,500 4,000 *
Larry B. Prescott(8) 24,500 10,000 *
Patricia Bradley(5, 7, 8) 628,127 15,000 12.9%
Arthur J. Berry(10) 73,000 3,000 1.5%
Scott M. Hayes 38,000 3,000 *
Joe Light 1,000 1,000 *
</TABLE>

SEE FOOTNOTES ON NEXT PAGE.

16
<PAGE>

(1) For purposes of this table, shares are considered to be "beneficially"
owned if the person directly or indirectly has the sole or shared power
to vote or direct the voting of the securities, or the sole or shared
power to dispose of or direct the disposition of the securities.
"Beneficially" owned also includes the person who has the right to
acquire the beneficial ownership of the shares within 60 days of December
20, 1999. Unless otherwise indicated in these footnotes, each shareholder
has sole voting and investment power with respect to the shares
beneficially owned.

(2) Includes shares of T.J.T.'s common stock held by the Trustee of T.J.T.'s
401(k) Profit Sharing Plan for the accounts of individuals as follows:
Mr. Sheldon - 191,343, Ms. Bradley - 8,427, Mr. Mori - 1,370, Mr. Strunk
- 51,280, Mr. B.K. Bradley - 2,187, Mr. D. Bradley - 2,033 shares. Also
includes warrants and indirect shares held by the beneficial owners.
Mr. Sheldon has 17,620 warrants, Ms. Bradley has 15,000 warrants, and
Mr. Treadwell has 1,600 warrants available. Mr. Sheldon also holds 2,263
shares indirectly.

(3) The percentages shown are calculated based upon the shares indicated in
column (2), as prescribed by the Securities and Exchange Commission's
Rule S-K 403.

(4) Mr. Sheldon has permanently assigned proxy voting power of 2,348 shares
to Jerry Radandt, Sr. Also, 2,263 shares are held by T.J.T. Enterprises,
a partnership in which Mr. Sheldon is a fifty (50) percent owner.

(5) Ms. Bradley shares voting, and dispositive power as to such shares, with
her husband.

(6) Mr. Treadwell shares voting, and dispositive power as to such shares,
with his wife.

(7) Ms. Bradley served as Executive Vice President of the Company until
December of 1999. Mr. Mori served as an executive officer of the Company
until November 17, 1999. Mr. Treadwell served as an executive officer of
the Company until November 17, 1999.

(8) Mr. Sheldon, Mr. Mori, Mr. Treadwell, Mr. Prescott, Mr. Harrison and
Ms. Bradley served as named executive officers during the fiscal year
ended September 30, 1999 and currently serve as Directors of the Company
as well.

(9) Mr. Harrison shares voting, and dispositive power as to such shares, with
his wife.

(10) Twenty thousand (20,000) shares are held by Arthur J. Berry & Company, a
real estate development and brokerage firm of which Mr. Berry is the
President and principal shareholder.

* Represents less than 1% of the issued and outstanding shares of T.J.T.'s
common stock.

<PAGE>

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

This table indicates all cash compensation T.J.T. paid, as well as
certain other compensation paid or accrued to Terrence J. Sheldon, the
President, Chief Executive Officer, and Chairman of the Board of T.J.T., and the
executive officers of T.J.T. earning more than $100,000/year ("Named Executive
Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION(1) AWARDS PAYOUTS
- - ------------------------------------------------------------------------------------------------------------------------------------
RESTRICTED SECURITIES LTIP ALL OTHER
STOCK UNDERLYING PAYOUTS COMPENSATION
AWARD(S) OPTIONS/ ($) ($)
($) SARs (#)
- - ------------------------------------------------------------------------------------------------------------------------------------
Stock
Other Annual Options
Name and Principal Position Year Salary ($) Bonus ($) Compensation(2) Granted
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Terrence J. Sheldon( 5) 1999 $172,019 $16,087 ---
President, Chief Executive 1998 $225,000 $47,036 ---
Officer, and Chairman of 1997 $225,000 $14,272 ---
the Board of Directors
- - ------------------------------------------------------------------------------------------------------------------------------------
Patricia I. Bradley 1999 $169,553 $3,452 ---
Former Executive Vice 1998 $209,477 $2,900 ---
President of Dealer Sales 1997 $179,426 N/A N/A
and Director
- - ------------------------------------------------------------------------------------------------------------------------------------
Ulysses B. Mori(3,4,5) 1999 $142,708 $3,115 ---
Senior Vice President and 1998 $162,162 $2,596 ---
Manager of New Business 1997 $ 34,038 N/A N/A
Development and O.E.M.
Sales and Director
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

18
<PAGE>

Rickie K. Treadwell(3, 4) 1999 $150,000 $1,211 ---
Senior Vice President & 1998 $ 46,154 N/A N/A
Assistant Manager of O.E.M. 1997 N/A N/A N/A
Sales and Director
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Excludes personal benefits and other forms of non-cash compensation
that did not, in the aggregate, exceed 10% of the aggregate amount of
cash compensation shown for the subject individuals.

(2) Includes participating contributions to T.J.T.'s 401(k) Plan on a
calendar year.

(3) See "Employment Agreements" section.

(4) Mr. Mori and Mr. Treadwell are no longer executive officers of the
Company.

(5) Mr. Sheldon, Ms. Bradley and Mr. Mori's base salaries were reduced in
June of 1999.

T.J.T., INC. 1994 STOCK OPTION PLAN

At a special meeting held on February 17, 1995, T.J.T.'s shareholders
approved the T.J.T., Inc. 1994 Stock Option Plan (the "Plan"). Under the Plan,
T.J.T.'s officers, directors, key employees, and consultants can receive
incentive stock options and non-qualified stock options to purchase up to an
aggregate of 200,000 shares of T.J.T.'s common stock. According to the Plan, no
more than 100,000 shares may be issued as incentive stock options and no more
than 100,000 shares may be issued as non-qualified stock options.

Sixty-eight Thousand (68,000) shares were granted as incentive stock
options during the 1999 fiscal year. No optionees have exercised their stock
options. The following table provides information as to options exercised by
each of T.J.T.'s Named Executive Officers during the fiscal year ended September
30, 1999. The value of options held by the Named Executive Officers at fiscal
year end is measured in terms of the last reported sale price reported on the
Nasdaq SmallCap Market System for T.J.T.'s common stock on September 30, 1999.
The value of T.J.T.'s stock on September 30, 1999 was $1.016.

19
<PAGE>

AGGREGATED STOCK OPTIONS

The table below provides information concerning aggregated unexercised
stock options held as of September 30, 1999, and the stock options exercised
during the 1999 fiscal year by certain Named Executive Officers.

<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
- - ----------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Acquired Options at FY-End (#)(1) at FY End ($)(1),(2)
Name on Exercise (#) Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- --------------- -------------- ------------------------- --------------------------
<S> <C> <C> <C> <C>
Robert M. Harrison --- --- 4,000/16,000 --- / ---
Larry B. Prescott --- --- 5,000/20,000 --- / ---
- - ----------------------------------------------------------------------------------------------------------------------
</TABLE>

- - ------------------
(1) The table includes options vested under the T.J.T., Inc.1994 Stock Option
Plan.

(2) Values in this table are the difference between the market price per share
of $1.016 on September 30, 1999, the exercise price of $1.00 on March 4,
1999 (in the case of Mr. Harrison), and the exercise price of $1.047 on
January 1, 1999 (in the case of Mr. Prescott).

401(k) PROFIT SHARING PLAN

As of September 30, 1999, T.J.T. maintained a 401(k) Profit Sharing Plan
(the "401(k) Plan") for its eligible employees. The 401(k) Plan is a
profit-sharing plan, including a cash or deferred arrangement according to
Section 401(k) of the Internal Revenue Code of 1986, as amended. T.J.T. sponsors
the 401(k) Plan to provide its eligible employees with the opportunity to defer
compensation and to have these deferred amounts contributed to the 401(k) Plan
on a pre-tax basis, subject to certain limitations. Until August 1, 1996, T.J.T.
made matching contributions to employee deferrals of 100% of participants'
contributions up to 6%. As of August 1, 1996, T.J.T. adjusted its matching
contributions to 50% of employees' wage contributions up to 3%.

During the fiscal year ended September 30, 1999, T.J.T. contributed $72,647
in matching contributions. Amounts contributed to the 401(k) Plan by executive
officers during the 1999 fiscal year totaled $ 29,516.

DIRECTOR COMPENSATION

Directors who are T.J.T. employees do not receive fees for their services
as directors. Non-employee directors receive a fee of $500 per meeting plus
reasonable out-of-pocket expenses in a manner consistent with past practice for
attending Board of Directors meetings. Non-employee directors also receive $100
per Audit and Executive Compensation committee meeting and $500 per Directors
Executive committee meeting they attend. Non-employee directors receive a
$10,000 annual retainer payable in quarterly installments of $2,500 each. As of
the date of this Proxy Statement, Messrs. Hayes, Berry, Light and Ms. Bradley
are eligible to receive compensation for their services to the Board. For the
1999 fiscal year, Messrs. Hayes received $9,900 and Berry received $9,300 for
their services as directors.

As of November 18, 1997, the Board of Directors adopted T.J.T.'s 1997
Directors Stock Option Plan ("Directors Plan") and on February 24, 1998,
T.J.T.'s shareholders approved the Directors Plan. The Directors Plan authorized
the issuance of a total of 50,000 shares of T.J.T.'s stock to directors who are
not employed by T.J.T.

20
<PAGE>

The option grants under the Directors Plan are non-discretionary grants
which are made when a non-employee director is elected to T.J.T.'s Board of
Directors. Each non-employee director elected receives an option grant to
purchase 5,000 shares of T.J.T.'s common stock. Twenty percent of the options
granted under the Directors Plan become exercisable immediately after the grant
is issued. The options then become exercisable at a rate of 20% per year, on the
anniversary of the grant date, over a period of four years. The exercise price
of the options is 100% of the fair market value of T.J.T.'s common stock on the
Nasdaq SmallCap Market System on the last trading day prior to the grant date.
On November 18, 1997, Messrs. Hayes and Berry were each granted the option to
purchase 5,000 shares of T.J.T.'s common stock. As of the date of this proxy
statement, 3,000 of the 5,000 shares granted to both Messrs. Hayes and Berry are
exercisable. No stock options have been exercised under the Directors Plan. No
stock options were granted under the Directors Plan for the fiscal year ended
September 30, 1999. There are 35,000 shares remaining under the Directors Plan
pending the shareholder vote on Proposal 4.

EXECUTIVE COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION(1)

T.J.T.'s Executive Compensation Committee is comprised of Terrence J.
Sheldon, Scott M. Hayes and Arthur J. Berry. The Executive Compensation
Committee regularly reviews the compensation of its Executive Officers. The most
recent review was conducted on November 25, 1998.

COMPENSATION POLICY APPLICABLE TO OFFICERS AND KEY EXECUTIVES.

It is the goal of the Executive Compensation Committee to create
compensation packages for officers and key executives which will attract, retain
and motivate executive personnel who are capable of achieving T.J.T.'s short and
long-term financial and strategic goals. Compensation packages are designed to
combine a mixture of short-term and long-term incentives tied to T.J.T.'s
performance. In exercising its responsibilities, the Executive Compensation
Committee also seeks to encourage management to maximize T.J.T.'s stock price to
provide a long-term value for its shareholders. Through implementing its
compensation policies, the Executive Compensation Committee believes it can
motivate T.J.T.'s management to strive to obtain T.J.T.'s objectives of strong
financial performance and stock price appreciation. The Executive Compensation
Committee has not adopted a policy in response to federal tax laws that limit
the deductibility by T.J.T. of compensation in excess of $1 million per employee
per year for each of T.J.T.'s most highly compensated executives. The total
compensation paid to any individual executive officer of T.J.T. does not now
exceed the deductibility levels. T.J.T. does not anticipate exceeding the
deductibility levels in the foreseeable future.

EXECUTIVE COMPENSATION POLICIES.

T.J.T.'s executive compensation is made up of three elements: (i) base
salary, (ii) bonuses and (iii) grants of equity-based compensation (e.g., stock
options).

BASE SALARY. T.J.T. set base salary for officers and executives
prior to its initial public offering in December 1995. Consideration was given
to each person's job responsibilities, and the salaries paid to officers and
executives in comparable positions in similar-sized companies in the Emmett,
Idaho area. Effective January 1, 1995, the Executive Compensation Committee
established base salaries for all of T.J.T.'s executive officers.

BONUSES. In addition to base salary, Mr. Sheldon and Mr. Mori
were eligible to receive a bonus under T.J.T.'s Management Bonus Plan ("Plan")
for the fiscal year 1999. No bonus was paid. Under his employment agreement,
Mr. Treadwell was not eligible for a bonus in 1999.

- - ------------------------

(1) The disclosure in this section of the Proxy Statement is not incorporated
by reference into any of T.J.T.'s filings under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended.

21
<PAGE>

STOCK OPTIONS. In addition to compensation through salary and
bonuses, T.J.T. adopted the T.J.T., Inc. 1994 Stock Option Plan (the "Plan"),
which provides long-term compensation to officers and key employees depending
upon T.J.T.'s financial performance. Under the Plan, officers, directors and key
employees are eligible to receive stock option grants. The number of stock
options granted to each executive officer is determined by a competitive
compensation analysis and each individual's salary and responsibilities. The
Executive Compensation Committee also considers the number and exercise price of
options and shares of restricted stock previously granted to individuals.

EMPLOYMENT AGREEMENTS

T.J.T. had two employment agreements with Named Executive Officers in
effect during the 1999 fiscal year. T.J.T. entered into a separate employment,
nondisclosure and noncompetition agreement with Ulysses B. Mori. The term of his
employment agreement is through June 24, 2001. Mr. Mori currently serves as a
Senior Vice President and Manager of New Business Development and O.E.M. Sales
for T.J.T., and as a Director of T.J.T. The contract provides for a minimum
annual base salary of $150,000 which was reduced to $104,355 in 1999 pursuant to
the terms of the contract.

T.J.T. has entered into a separate employment, nondisclosure and
noncompetition agreement with Rickie Treadwell. The term of his employment
agreement is through May 31, 2002. Mr. Treadwell serves as a Senior Vice
President and Assistant Manager of O.E.M. Sales of T.J.T. Mr. Treadwell receives
a minimum annual base salary of $150,000.

Under their employment agreements, Messrs. Mori and Treadwell are eligible
for other benefits. Mr. Mori is entitled to an annual bonus proportionate to his
base salary. Mr. Mori did not receive a bonus in 1999. Under his employment
agreement, Mr. Treadwell was not eligible for a bonus in 1999. Messrs. Mori and
Treadwell received other benefits comparable to the benefits received by other
T.J.T. employees.

CEO'S COMPENSATION.

Mr. Sheldon currently has no employment contract or compensation agreement
with the Company of any kind. On June 1, 1999, Mr. Sheldon voluntarily reduced
his base compensation to $150,000 annually. Any bonus amounts and stock option
awards to Mr. Sheldon will be based on T.J.T.'s performance and Mr. Sheldon's
level of responsibility and experience.

COMPENSATION COMMITTEE
Terrence J. Sheldon (Chairman)
Scott M. Hayes
Arthur S. Berry

22
<PAGE>

PERFORMANCE GRAPH

The graph presented below compares the cumulative total return of the
Company, the Nasdaq Market Index and a Customer Selected Stock List from
December 22, 1995, when the Company's Common Stock became publicly traded,
through September 30, 1999. Total return is based on an investment of $100 on
December 22, 1995, and reinvestment of dividends through September 30, 1999. The
Customer Selected Stock List(1) is based upon a publicly held distributor of
manufactured housing accessories and refurbisher of tires and axles for
manufactured homes.

COMPARE CUMULATIVE TOTAL RETURN AMONG T.J.T., INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX

<TABLE>
<CAPTION>
12/22/95 9/30/96 9/30/97 9/30/98 9/30/99
<S> <C> <C> <C> <C> <C>
T.J.T., INC 100.00 103.13 36.46 19.27 16.93

NASDAQ MARKET INDEX 100.00 115.47 156.95 163.10 263.86

PEER GROUP INDEX 100.00 169.64 196.43 175.00 129.46
</TABLE>

ASSUMES $100 INVESTED ON DEC. 22, 1995
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SEPT. 30, 1999

(1) The Customer Selected Stock List is based upon Drew Industries Incorporated.

23
<PAGE>

CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS

T.J.T. leases three pieces of property from T.J.T. Enterprises to form a
portion of its property in Emmett, Idaho. T.J.T. Enterprises is composed of two
general partners each of which has a one-half partnership interest: Mr. Sheldon,
T.J.T.'s President and Chief Executive Officer, and Jerry Radandt, who has proxy
rights to vote 2,263 shares of Mr. Sheldon's T.J.T. common stock. T.J.T. leases
its corporate office located in Emmett, Idaho, from Sheldon-Homedale Family
Limited Partnership. Sheldon-Homedale Family Limited Partnership is a
partnership owned by the Terrence Sheldon family. Terrence Sheldon, President
and Chief Executive Officer of the Company is a five percent owner and general
partner of the partnership. T.J.T. leases one property in Centralia, Washington
from MBFI, Inc., a corporation owned by the Patricia Bradley family. Patricia
Bradley, former Executive Vice President and current Member of the Board of
Directors of the Company, owns 95 percent of MBFI, Inc. T.J.T. leases its
Woodland, California facility from Ulysses B. Mori, Senior Vice President of the
Company. T.J.T. believes that these lease agreements contain commercially
reasonable terms and conditions no less favorable to T.J.T. than could have been
obtained from an unaffiliated party.

T.J.T. has also entered into an agreement with J.R. Strunk, brother of
Douglas Strunk, a Director of T.J.T., to serve as independent buyer for T.J.T.
J.R. Strunk purchased used axles and tires for T.J.T. in the amount of $319,845
in 1999 and $910,436 in 1998.

In addition, T.J.T. purchases piers and other materials used to set up
manufactured homes from SAC Industries, Inc. ("SAC"), which is owned in part by
Ms. Bradley, past employee and a member of the Board of Directors. During 1999,
T.J.T. purchased materials in the amount of $781,305 from SAC, which was up from
$565,452 of materials purchased by T.J.T. in 1998. T.J.T. purchases the
materials from SAC at market rates.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Executive Compensation Committee consists of Mr. Sheldon and two
non-employee Directors, Messrs. Hayes and Berry. None of T.J.T.'s executive
officers serve as a director of another corporation in a case where an executive
officer of the other corporation serves as a Director of T.J.T.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Section 16(a) of the Exchange Act, as amended, requires T.J.T.'s Executive
Officers and Directors and persons who own more than 10% of T.J.T.'s common
stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission and NASDAQ SmallCap Market System and furnish T.J.T.
with copies.

OTHER MATTERS

The Board of Directors does not know of any other matters that will be
presented at the Annual Meeting besides the four proposals discussed in this
proxy statement. However, if any other matters are properly presented, the
people named as proxies will vote in accordance with their judgment on such
matters.

By Order of the Board of Directors

Emmett, Idaho Susan Reimers
January 18, 2000 Secretary

THE COMPANY'S 1999 ANNUAL REPORT IS BEING MAILED TO SHAREHOLDERS WITH THIS
PROXY STATEMENT.

<PAGE>

AMENDMENT TO T.J.T., INC.
1994 STOCK OPTION PLAN

R E C I T A L S :

A. T.J.T., Inc., a Washington corporation (the "Company") established
the T.J.T., Inc. 1994 Stock Option Plan effective as of October 1, 1994 (the
"Plan").

B. Section 10.1 of the Plan provides that the board of directors of
the Company (the "Board") may make certain amendments to the Plan subject to
the approval of the Company's shareholders.

A M E N D M E N T

NOW, THEREFORE, subject to the approval of the Company's shareholders,
the Plan is amended as follows:

1. Section 2.2 of the Plan is amended in its entirety to read as
follows:

MAXIMUM SHARES AVAILABLE. The maximum aggregate number of shares of
Common Stock available for award under the Plan is 400,000 (of
which no more than 300,000 shares may be pursuant to Incentive
Stock Options and no more than 100,000 shares may be pursuant to
Non-qualified Stock Options), as subject to adjustment pursuant to
Article 9 hereof. Shares of Common Stock issued pursuant to the
Plan may be either authorized but unissued shares or issued shares
reacquired by the Company. In the event that prior to the end of
the period during which Options may be granted under the Plan, any
Option under the Plan expires unexercised or is terminated,
surrendered or canceled without being exercised in whole or in part
for any reason, then such shares shall be available for subsequent
awards under the Plan, upon such terms as the Plan Administrator
may determine.

2. Section 10.2 of the Plan is amended to extend the Plan's
termination date to ten (10) years from the date of this Amendment.

3. NO FURTHER AMENDMENT. Except as provided in this Amendment, the
Plan is not amended and shall continue in full force and effect in
accordance with its terms.

4. EFFECTIVE DATE. This Amendment shall be effective as of
February 22, 2000.

<PAGE>

AMENDMENT TO T.J.T., INC.
1997 DIRECTORS STOCK OPTION PLAN

R E C I T A L S :

A. T.J.T., Inc., a Washington corporation (the "Company") established
the T.J.T., Inc. 1997 Directors Stock Option Plan (the "Plan") effective as
of November 18, 1997.

B. Section 11.1 of the Plan provides that the board of directors of
the Company (the "Board") may make certain amendments to the Plan subject to
the approval of the Company's shareholders.

A M E N D M E N T

NOW, THEREFORE, subject to the approval of the Company's shareholders,
the Plan is amended as follows:

1. Article 3 of the Plan is amended in its entirety to read as follows:

ARTICLE 3: SHARES SUBJECT TO THE PLAN.

The shares which may be made subject to awards under the Directors
Plan shall be shares of common stock, which may be either
authorized and unissued shares, or reacquired shares. The shares
that may be sold pursuant to options granted under the Directors
Plan shall not exceed in the aggregate two hundred thousand
(200,000) shares of the Company's common stock. If any option
granted under the Directors Plan shall for any reason expire or
otherwise terminate without having been exercised in full, the
stock not purchased under such option shall again become available
for the Directors Plan.

2. Section 12.1 of the Plan is amended in its entirety to read as
follows:

12.1 The Board may suspend or terminate the Directors Plan at any
time. Unless sooner terminated, the Directors Plan shall terminate
on February 22, 2010, or 10 years from the date the option is
granted, whichever is later. No options may be granted under the
Directors Plan while the Directors Plan is suspended or after it is
terminated.

3. Article 5 of the Plan is amended to add a new section 5.3
to read as follows:

5.3 In addition to the foregoing the executive committee of the
Board of Directors may, with approval of the Board of Directors,
grant additional options to Non-Employee Directors from time to time.

4. NO FURTHER AMENDMENT. Except as provided in this Amendment, the
Plan is not amended and shall continue in full force and effect in
accordance with its terms.

5. EFFECTIVE DATE. This Amendment shall be effective as of
February 22, 2000.

<PAGE>

PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

T.J.T., INC.

The undersigned hereby appoints Terrence J. Sheldon and Susan Reimers
attorneys and proxies, each with power to act without the other and with power
of substitution, and hereby authorizes them to represent and vote, as designated
on the other side, all the shares of stock of T.J.T., Inc. standing in the name
of the undersigned with all powers which the undersigned would possess if
present at T.J.T., Inc.'s Annual Meeting of Shareholders to be held February 22,
2000, or any adjournments thereof.

(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)

^FOLD AND DETACH HERE^

ANNUAL MEETING OF

SHAREHOLDERS

T.J.T., INC.

FEBRUARY 22, 2000, 10:00 A.M.

STATEHOUSE INN

BOISE, IDAHO

<PAGE>

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2, 3 AND 4.

1. ELECTION OF DIRECTORS

FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees listed below

/ / / /

NOMINEES: Patricia I. Bradley
Robert M. Harrison
Joe Light
Larry B. Prescott

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)

2. The appointment of Balukoff Lindstrom & Co., P.A. as T.J.T.'s independent
certified public accountants for the fiscal year ending September 30, 2000.

FOR AGAINST ABSTAIN

/ / / / / /

3. AMENDMENT TO THE T.J.T., INC. 1994 STOCK OPTION PLAN
FOR approval of the proposed amendments to the T.J.T., Inc. 1994 Stock Option
Plan

FOR AGAINST ABSTAIN

/ / / / / /

4. AMENDMENT TO THE T.J.T., INC. DIRECTORS STOCK OPTION PLAN
FOR approval of the proposed amendments to the T.J.T., Inc. Directors Stock
Option Plan

FOR AGAINST ABSTAIN

/ / / / / /

5. In their discretion upon such other business as may properly come before
the meeting.

Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

Dated: , 2000

(Signature)

(Signature if held jointly)

PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

^ FOLD AND DETACH HERE ^

ADMISSION TICKET
ANNUAL MEETING OF
SHAREHOLDERS
T.J.T., INC.

FEBRUARY 22, 2000 10:00 A.M.

STATEHOUSE INN
BOISE, IDAHO

AGENDA

* Election of Directors
* Ratification of Auditors
* Amendment to the T.J.T., Inc. 1994 Stock Option Plan
* Amendment to the T.J.T., Inc. Directors Stock Option Plan