NETWOLVES CORP
PRE 14A, 1999-09-21
COMPUTER INTEGRATED SYSTEMS DESIGN
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                            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:

[X] Preliminary Proxy Statement
[ ] Confidential,  for  Use  of  the  Commission  Only  (as  permitted  by  Rule
    14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting  Material  Pursuant  to  Section   240.14a-11(c)  or  Section
    240.14a-2.

                              NetWolves Corporation
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
      (Name of Person(s) Filing Proxy Statement, if other than 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)(4) and 0-12

     1) Title of each class of securities to which transaction applies:

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

     2) Aggregate number of securities to which transaction applies:

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

     3)Per  unit  price  or  other  underlying  value  of  transaction  computed
       pursuant  to  Exchange  Act Rule 0-11 (Set  forth the amount on which the
       filing fee is calculated and state how it was determined):

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

     4) Proposed maximum aggregate value of transaction:

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

     5) Total fee paid:
- --------------------------------------------------------------------------------

    [ ] 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: ________________________________________
     2)   Form, Schedule or Registration Statement No.: __________________
     3)   Filing Party: __________________________________________________
     4)   Date Filed:  ___________________________________________________
<PAGE>
                        --------------------------------

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                November 16, 1999

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

To the Shareholders of
NetWolves Corporation:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of NetWolves
Corporation  will be held at ___________ on Tuesday,  November 16, 1999 at 10:00
a.m., or at any adjournment thereof, for the following purposes:

     1.   To  consider  and act upon a proposal to amend the  Company's  By-Laws
          eliminating   the   requirement  to  annually   elect   directors  and
          substituting  in  its  stead,   creation  of  a  classified  Board  of
          Directors,  permitting  the  sequential  election  of nominees to each
          class of directors every three years.

     2.   (a)  If item 1 is adopted:
          to elect five directors of the Company, two of whom shall each serve a
          one year term  expiring  in 2000,  two of whom  shall each serve a two
          year term  expiring in 2001;  and two of whom shall each serve a three
          year term expiring in 2001, or until the election and qualification of
          their successors; or

          (b)  if item 1 is not adopted:
               to elect  six  directors  of the  Company,  each to serve for the
               ensuing year until the next annual  meeting or until the election
               and qualification of his successor.

     3.   To  consider  and act upon a proposal to amend  Article  FOURTH of the
          Certificate  of   Incorporation   to  increase  the  total  number  of
          authorized  shares of the Company from 10,000,000 shares to 52,000,000
          shares, as set forth in Exhibit A.

     4.   To consider  and act upon a proposal  to grant the Board of  Directors
          authority  to authorize a two- for one or  three-for-one  split of the
          Company's common stock.

     5.   To  consider  and act upon such other  business as may  properly  come
          before this meeting or any adjournment thereof.

     The above  matters  are set forth in the Proxy  Statement  attached to this
Notice to which your attention is directed.

     Only  shareholders  of record on the books of the  Company  at the close of
business on October  11, 1999 will be entitled to vote at the Annual  Meeting of
Shareholders or at any adjournment  thereof.  Shareholders  who are unable to be
present  personally  may attend  the  meeting by proxy.  Such  shareholders  are
requested  to sign,  date  and  return  the  enclosed  Proxy  at their  earliest
convenience  in order that your  shares may be voted for you as  specified.  The
proxy may be  revoked at any time  before it is voted.

                              By Order of the Board of Directors

                              Walter M. Groteke
                              Chairman of the Board
October 13, 1999
Tampa, Florida
<PAGE>
                              NETWOLVES CORPORATION
                        2502 Rocky Point Drive, Suite 740
                              Tampa, Florida 33607

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

                                 PROXY STATEMENT



                         ANNUAL MEETING OF SHAREHOLDERS
                                November 16, 1999

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


   The Annual Meeting of Shareholders of NetWolves  Corporation  (the "Company")
will be held on Tuesday, November 16, 1999 at  ______________________,  at 10:00
a.m. for the purposes set forth in the accompanying  Notice of Annual Meeting of
Shareholders.  The enclosed  proxy is solicited by and on behalf of the Board of
Directors  of the Company for use at the Annual  Meeting of  Shareholders  to be
held on November 16, 1999 and at any  adjournments  of such meeting.  This proxy
statement and the enclosed  proxy are being mailed to  shareholders  on or about
October 13, 1999.

   If a proxy in the accompanying form is duly executed and returned, the shares
represented by such proxy will be voted as specified.  Any person  executing the
proxy may  revoke it prior to its  exercise  either  by letter  directed  to the
Company or in person at the Annual Meeting.

Voting Rights

   Only  shareholders  of record on October 11, 1999 (the "Record Date") will be
entitled to vote at the Annual  Meeting or any  adjournment  thereof.  As of the
Record Date,  the Company had  outstanding  one class of voting  capital  stock,
namely  _______________  shares  of  common  stock,  $.0033  par value per share
("common  stock").  Each share of common  stock  issued and  outstanding  on the
Record Date is entitled to one vote at the Annual Meeting of Shareholders.

   The affirmative  vote of a majority of the  outstanding  shares on the Record
Date is  required  for the  approval  of the  amendment  to the  Certificate  of
Incorporation  increasing the authorized  capital stock and the amendment to the
By-Laws providing for a classified Board of Directors. The affirmative vote of a
majority of the votes cast at the Annual Meeting is required for approval of the
election of  directors  and  authorization  of the Board of Directors to grant a
three-for-one or two-for-one  stock split.  For purposes of determining  whether
proposals have received a majority vote, abstentions will not be included in the
vote totals and, in  instances  where  brokers are  prohibited  from  exercising
discretionary  authority for beneficial owners who have not returned a proxy (so
called "broker non-votes"), those votes will not be included in the vote totals.
Therefore, abstentions and broker non-votes will have no effect on the vote, but
will be counted in the determination of a quorum.
<PAGE>
                               SECURITY OWNERSHIP

     The following table sets forth the beneficial ownership of shares of voting
stock of the  Company,  as of August 31,  1999,  of (i) each person known by the
Company  to  beneficially  own 5% or more of the  shares of  outstanding  common
stock, based solely on filings with the Securities and Exchange Commission, (ii)
each of the  Company's  executive  officers and  directors  and (iii) all of the
Company's  executive  officers  and  directors  as a group.  Except as otherwise
indicated, all shares are beneficially owned, and investment and voting power is
held by, the persons named as owners.
<TABLE>
<CAPTION>
                              Amount and Nature
Name and Address  of              of Shares                  Percentage
   Beneficial Owner           Beneficially Owned             Ownership
- --------------------          ------------------             ---------
<S>                                 <C>                         <C>
Greenleaf Capital Partners, LLC   _________  (5)                  %
Walter M. Groteke                   528,064  (1)(2)               %
Daniel G. Stephens                  528,064  (1)(2)               %
Kevin F. Sherlock                   528,064  (2)(3)               %
Walter R. Groteke                   150,000  (1)                  %
Internet Technologies, Inc.         320,000  (4)(5)               %
Ed Lavin                             50,000                       %
Louis Liben                          50,000                       %
Kirlin Securities, Inc.             500,000  (6)                  %
Executive officers and
  directors as a group            _________                       %
<FN>
- --------------
* less than one percent (1%) unless otherwise indicated.

(1)  Does not include unvested  warrants to purchase 200,000 shares at an option
     price of $1.63 per share.
(2)  Messrs.  Walter M.  Groteke,  Daniel G. Stephens and Kevin F. Sherlock have
     agreed  that the shares  owned by them may not be sold until June 17,  2000
     without the prior written consent of Kirlin  Securities.  Kirlin Securities
     may release  such  restriction,  although  there are no  understandings  or
     arrangements in this regard.
(3)  Does not include unvested  warrants to purchase 150,000 shares at an option
     price of $1.63 per share.  Does not  include  unvested,  performance  based
     warrants to  purchase  50,000  shares each at an option  price of $5.00 per
     share.
(4)  Internet Technologies,  Inc., a consultant to the Company, has the right to
     receive  up to 60,000  additional  shares  based  upon  future  performance
     criteria.

(5)  Greenleaf  Capital  Partners,  LLC has  demand  registration  rights on its
     shares and Internet  Technologies,  Inc. has demand registration rights for
     200,000 shares of common stock.

(6)  Represents  warrants  currently  exercisable  by Kirlin  Securities and its
     affiliates to purchase  500,000  shares of common stock at $1.63 per share.
     Kirlin  Securities,  Inc. has demand  registration  rights on the shares of
     common stock issuable upon exercise of the warrants.
</FN>
</TABLE>
<PAGE>
                          PROPOSAL TO AMEND THE BY-LAWS
               TO CREATE AND ELECT A CLASSIFIED BOARD OF DIRECTORS

     In  connection  with the  election of nominees  to the  Company's  Board of
Directors,   the  Board  has  approved  and   recommends  for  approval  by  the
Shareholders  an amendment to the  Company's  By-Laws (the "By-Law  Amendment"),
creating a classified  board of directors  ("Classified  Board").  This proposed
Amendment to the Company's  By-Laws is set forth in Exhibit "A" annexed  hereto.
If the By-Law  Amendment is approved,  commencing with the election of directors
at this annual meeting of  shareholders  each director will be elected to one of
three classes for a term of years. The Board will be divided into three classes.

     Under the Business  Corporation  Law of New York (the "BCL"),  the proposed
Classified  Board must have as nearly  equal a number of directors in each class
as possible,  based upon the total number of directors  constituting  the entire
Board.  Assuming  adoption of the  proposal,  the initial  term of office of the
directors in the first class will expire at the next  succeeding  annual meeting
of shareholders following adoption of the By-Law Amendment.  The terms of office
of the  second and third  classes  will  expire at the  second and third  annual
meetings of shareholders following the date of adoption of the By-Law Amendment,
respectively.  Commencing  next year and each  successive  year, as the terms of
office of the  directors of each class  expire,  successors to directors of each
class will be elected to serve for three-year  terms, or until their  successors
are elected and qualified.  A director elected by the Board to fill a vacancy or
a newly created  directorship  will not be  classified,  but will be elected and
hold office until the next annual meeting of shareholders.

     Under the current By-Laws,  all of the directors are elected at each annual
meeting of shareholders. As a result, the holders of a majority of the Company's
shares could replace a majority, or all, of the directors at one annual meeting.
Classification will have the effect of slowing changes in the composition of the
Board  because,  absent  vacancies  in the Board due to  directors'  retirement,
resignation,  illness and the like,  fewer than half of the Board positions will
be subject  to  election  each year.  Thus,  classification  of the Board  helps
contribute to continuity and stability in management of the Company.

     If the  By-Law  Amendment  is  adopted,  at least two  annual  meetings  of
shareholders, instead of one, will generally be required to effect a change in a
majority of the Board.  While this  proposal is not in response to any effort to
obtain control of the Company by means of a merger,  tender offer,  solicitation
in opposition to management or otherwise,  such a delay may help ensure that the
Company's directors,  if confronted by a third party attempting to force a proxy
contest,  a  tender  or  exchange  offer,  or  other   extraordinary   corporate
transaction,  will have sufficient  time to review the proposal,  as well as any
available  alternatives,  and act in a manner that management believes to be the
best interests of the  Shareholders.  Classification  provisions could also have
the effect of discouraging a third party from initiating a proxy contest, making
a tender offer, or otherwise  attempting to obtain control of the Company,  even
though such an attempt might be result in a short-term financial benefit for the
Company and its  Shareholders.  Classification  of the Board could also increase
the possibility that incumbent directors will retain their positions, if they so
desired.

     The Board of Directors  recommends that the Shareholders approve the By-Law
Amendment,  because the Board wishes to increase the stability of the Company in
the event  that the Board  receives  any  unsolicited  proposal  for a  business
combination or change in control. Should that occur, the Board believes that the
By-Law  Amendment  will  maximize  its ability to make a reasoned  and  informed
decision  concerning  the  alternatives  which are in the best  interests of the
Shareholders.
<PAGE>
     The proposal will be adopted only if it receives the affirmative  vote of a
majority  of the  outstanding  shares of common  stock . The Board of  Directors
believes that the proposed amendment is in the best interests of the Company and
its shareholders  and recommends a vote FOR its adoption.  Proxies received will
be voted in favor of the proposed amendment unless otherwise indicated.

                              ELECTION OF DIRECTORS

     The Company's  By-Laws  provide for a Board of Directors  consisting of not
less than three nor more than nine  directors.  The Company's Board of Directors
now consists of five directors.  The following table sets forth the directors of
the  Company  and the  proposed  classes  in which they will be  distributed  if
proposal 1 is approved.  In the event proposal 1 is not approved,  all directors
will be  elected  until the next  annual  meeting  or until the  successors  are
elected:
<TABLE>
<CAPTION>
        Class I                       Class II                   Class III
        -------                       --------                   ---------
(To serve until the Annual     (To serve until the Annual   (To serve until the Annual
 Meeting of Shareholders        Meeting of Shareholders      Meeting of Shareholders
        in 2000)                        in 2001)                  in 2002)
- --------------------------     -------------------------     -------------------------
<S>                             <C>                          <C>
Louis Liben (1)(2)              Daniel Stephens              Walter M. Groteke
                                Walter R. Groteke (2)        Ed Lavin (1)(2)
- ---------
<FN>
(1)  Member of Audit Committee
(2)  Member of Compensation Committee
</FN>
</TABLE>
Principal Occupations of Directors

     Walter M. Groteke,  a co-founder  of the Company,  has been Chairman of the
Board,  Chief  Executive  Officer and a director of the Company since June 1998.
Mr. Groteke is responsible for planning,  developing and  establishing  policies
and business objectives for the Company.  From June 1995 until 1997, Mr. Groteke
was regional business  development  manager for Techmatics,  Inc. an information
systems  Department  of  Defense  contractor.  From May 1993 to June  1995,  Mr.
Groteke was senior  account  manager for NYNEX's  strategic  account  management
program.

     Daniel G. Stephens,  a co-founder of the Company, has been Vice Chairman of
the Board and Chief  Information  Officer since June 1998. Mr. Stephens  directs
research and development, information systems and technical support services for
the  Company.  From May 1994  until  1997,  Mr.  Stephens  was a senior  systems
engineer for  Techmatics,  Inc. In this  capacity,  he advised the Department of
Justice on development of a nationwide series network  infrastructure to support
a law-enforcement database.

     Walter R. Groteke has been a director of the Company  since  February  1999
and Vice  President - Sales and Marketing  since August 1998.  From 1995 through
July 1998, Mr. Groteke was a regional and district sales manager for GTE Florida
and GTE Communications Corporation. Mr. Groteke founded Hawk Telecom in 1975 and
was  President  until its sale in 1994.  Mr.  Groteke is the father of Walter M.
Groteke.
<PAGE>
     Ed Lavin has been a director of the Company since  February 1999. Mr. Lavin
has been  Chairman  and Chief  Executive  Officer of Staples  Communications,  a
subsidiary of Staples  Corporation since March, 1999. Mr. Lavin began his career
at ADT from 1967 to 1972. In 1970 he was promoted into ADT's  National  Accounts
Division.  Mr. Lavin then joined the L. M. Ericcson  Company of Sweden from 1973
to 1979 where he served as Vice  President  of Sales in the United  States.  Mr.
Lavin immigrated to Canada in 1980 to form Canadian Telecommunications Group and
was  Chairman  and CEO of Canadian  Telecommunications  Group (CTG) from 1980 to
1986.  Mr. Lavin moved to TIE  Communications  where he served as president from
1987 to 1990. TIE Communications acquired Centel Communications, which was later
merged with WilTel  Communications  where he served as CEO from 1990 to 1993. In
November 1993, Mr. Lavin founded Quest America, a telecommunications  consulting
company based in Boston, Massachusetts. On April 10, 1996, Mr. Lavin led a group
that acquired Executone Information Systems' Network Division. The purchaser was
a group  financed by Bain Capital,  Inc. of Boston,  Massachusetts.  The company
name was later changed to Claricom,  Inc. In March 1999,  Claricom  successfully
merged its business with Staples Corporation.

     Louis Liben has been a director of the Company since  February  1999.  From
1997 to date, Mr. Libin has been a director, Chief Technology Officer and Senior
Vice  President  of  e.TV  Commerce,  Inc.,  a  Jacksonville,   Florida  network
distribution  technology  company.  Mr.  Libin is also a director  and the Chief
Technology Officer of Compu-DAWN, Inc., a leading public safety software company
in the United  States.  Louis Libin is the founder of Broadcast  Communications,
Inc.  (Broad  Comm),  a  broadcast  project  management  group.  Mr.  Libin is a
world-renowned expert in wireless  communications  systems. At the International
Telecommunications Union in Geneva, Switzerland, Mr. Libin represents the United
States on satellite  and  transmission  issues and is currently  Chairman of the
expert  group  on  interactive  data  services.  Mr.  Libin  has  over 15  years
experience in engineering,  communications,  and management.  From 1983 to 1986,
Mr. Libin was employed by the Radio Corporation of American ("RCA") as a project
manager. In 1986, RCA was acquired by the General Electric Corporation ("G.E.").
From 1987 to 1997,  Mr. Libin served as the Director of Technology for NBC/G.E.,
specializing  in a  broadcast  transmission  systems  and is also an  officer as
Corporate Secretary or Assistant  Corporate Secretary for all G.E.  wholly-owned
subsidiaries  that  deal  in  broadcast,   with   responsibility  for  technical
developments  and all  Federal  Communications  Commission  ("FCC")  issues  and
licenses.  From 1981 to 1982, Mr. Libin was employed by the Loral Corporation as
Electronic  Design Engineer and designed Radio Frequency  ("RF") systems for the
military.  From 1979 to 1980 he worked for Burroughs Computer Systems, Inc. (now
UNISYS) as a Field Engineer and from 1980 to 1981 for the Chryon  corporation as
Design Engineer.
<PAGE>
                           MANAGEMENT

Officers of the Company

     The directors  and executive  officers of the Company and their ages are as
follows:
<TABLE>
<CAPTION>
Name                          Age            Position
- ----                          ---            ---------
<S>                           <C>       <C>
Walter M Groteke              29        Chairman of the Board, President and
                                        Chief Executive Officer
Daniel G. Stephens            28        Vice Chairman of the Board and
                                        Chief Information Officer
Kevin F. Sherlock             35        Chief Operating Officer and Director
Walter R. Groteke             52        Vice President - Sales and Marketing
                                        and Director
Ed Lavin                      55        Director
Louis Liben                   40        Director
</TABLE>
Executive Compensation

     The following table sets forth the annual and long-term  compensation  with
regard to the  Chairman/Chief  Executive Officer and each of the other executive
officers of the Company who received  more than  $100,000 for services  rendered
during the first year of the Company's  operations  as NetWolves,  which was the
fiscal year ended June 30, 1999.

                           Summary Compensation Table
<TABLE>
<CAPTION>
                                                                                 Long-Term
                                               Annual Compensation             Compensation
                                         ----------------------------------    -------------
                                                                  Other
     Name and                                                     Annual
Principal Position                       Salary      Bonus     Compensation
- ------------------                       ------      -----     ------------
<S>                                      <C>           <C>           <C>             <C>
Walter M. Groteke                        $101,250      -             -               -
  Chairman and Chief Executive Officer
Daniel G. Stephens                        101,250      -             -               -
  Vice Chairman and Chief Information
  Officer
Kevin Sherlock                            100,000      -             -               -
  Chief Operation Officer
- ---------------
<FN>
(1)  Represents compensation received under employment agreements.  Mr. Sherlock
     ceased  being an officer or  director of the  Company  effective  August 1,
     1999.
(2)  Other Annual  Compensation  excludes certain perquisites and other non-cash
     benefits  provided  by the  Company  since  such  amounts do not exceed the
     lesser of $50,000 or 10% of the total  annual base salary  disclosed in the
     table for the respective officer.
</FN>
</TABLE>
<PAGE>
Employment Agreements

     Walter M. Groteke,  Daniel G.  Stephens and Kevin F. Sherlock  entered into
employment  agreements  in June  1998 in  connection  with  the  acquisition  of
Watchdog  Patrols,  Inc.  ("Watchdog  Patrols").  Pursuant to these  agreements,
Messrs. Groteke, Stephens and Sherlock were employed as Chief Executive Officer,
Chief Information Officer and Chief Operating Officer,  respectively, for a term
of three years.  While Mr.  Sherlock ceased being an officer and director of the
Company effective August 1, 1999, he continues to be employed under the terms of
his employment agreement, as amended. The current base salary for each person is
$130,000.

     The  employment  agreements  with  Messrs.  Groteke,  Stephens and Sherlock
further provide for certain  payments  following death or disability for certain
fringe benefits such as reimbursement for reasonable  expenses and participation
in medical plans, and for accelerated payments in the event of change of control
of the Company.

     Walter M.  Groteke,  Daniel G.  Stephens,  Kevin F.  Sherlock and Walter R.
Groteke also have entered into warrant  agreements with the Company whereby they
are  entitled  to receive  warrants  to  purchase  200,000,  200,000 and 150,000
shares,  respectively,  of the  Company's  common stock at $1.63 per share under
certain terms and conditions. The warrants are fully vested two years from their
respective  dates of employment  subject to  acceleration  under certain events.
These events include the sale or disposition of substantially all of the capital
stock or assets of the Company.

Stock Option Plan

     In June 1998,  the  Company  adopted a 1998 Long Term  Incentive  Plan (the
"1998 Incentive Plan") in order to motivate qualified  employees of the Company,
to assist the Company in attracting employees and to align the interests of such
persons with those of the Company's shareholders.

     The 1998 Incentive  Plan provides for a grant of "incentive  stock options"
within the meaning of the Section 422 of the Internal  Revenue Code of 1986,  as
amended, "non-qualified stock options," restricted stock, performance grants and
other types of awards to officers,  key employees,  consultants  and independent
contractors of the Company and its affiliates.

     The  1998  Incentive  Plan,  which  will be  administered  by the  Board of
Directors,  authorizes  the  issuance  of a maximum of 282,500  shares of common
stock,  which may be either newly issued  shares,  treasury  shares,  reacquired
shares,  shares purchased in the open market or any combination  thereof. If any
award under the 1998  Incentive  Plan  terminates,  expires  unexercised,  or is
cancelled,  the shares of common stock that would  otherwise  have been issuable
pursuant  thereto  will be available  for issuance  pursuant to the grant of new
awards.  As of August 31,  1999,  the Company  had  granted  options to purchase
243,500 shares of common stock under the 1998 Incentive Plan to its officers and
key employees.

Certain Relationships

     On June 17,  1998,  NetWolves,  LLC merged  into a  subsidiary  of Watchdog
Patrols, Inc., which thereafter changed its name to NetWolves  Corporation.  The
merger provided for exchange of securities of NetWolves,  LLC for the securities
of the Company.  As part of such exchange,  the principals of NetWolves,  LLC at
such time received 2,640,322 shares of NetWolves Corporation.  Messrs. Walter M.
Groteke,  Daniel G. Stephens,  Jr. , Kevin F. Sherlock and Keith A. Darling each
received 528,064 shares and Mr. Marc Jacques received 475,258 shares.
<PAGE>
Compensation Committee Interlocks and Insider Participation

     During  fiscal 1998,  the  Company's  Compensation  Committee  consisted of
Messrs. Ed Lavin,  Louis Liben, and Walter R. Groteke.  Except for Mr. Walter R.
Groteke  whose  relationship  has been  disclosed,  none of these  persons  were
officers or employees of the Company during fiscal 1998 nor had any relationship
requiring disclosure in this Proxy Statement.

     In  accordance  with  rules  promulgated  by the  Securities  and  Exchange
Commission,  the information included under the captions "Compensation Committee
Report on Executive  Compensation" and "Performance Graph" will not be deemed to
be filed or to be proxy soliciting  material or incorporated by reference in any
prior or future  filings by the Company under the  Securities Act of 1933 or the
Securities Exchange Act.

                                PERFORMANCE GRAPH

     The following graph sets forth the cumulative total return to the Company's
shareholders  during the period  indicated  as well as an overall  stock  market
index (S & P 500  Index)  and the  Company's  peer  group  index (S & P Computer
Software & Services):

                 COMPARISON OF 14 MONTH CUMULATIVE TOTAL RETURN*
                AMONG NETWOLVES CORPORATION, THE S & P 500 INDEX
              AND THE S & P COMPUTERS (SOFTWARE & SERVICES) INDEX


<TABLE>
<CAPTION>

                                                  Cumulative Total Return
                                       ------------------------------------------------

                                       18-Jun-98    30-Jun-98    30-Jun-99    31-Aug-99

<S>                                      <C>          <C>         <C>          <C>
NETWOLVES CORPORATION                    100.00       323.08      1400.00      1292.31
S & P 500                                100.00       104.06       127.74       123.14
S & P COMPUTERS (SOFTWARE & SERVICES)    100.00       121.73       186.97       184.55

*  $100 invested on 6/18/98 in stock or on 6/30/99
   in index - including reinvestment of dividends.
   Fiscal year ending June 30.
</TABLE>

<PAGE>
             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The  compensation  of  the  Company's   executive   officers  is  generally
determined by the Compensation  Committee of the Board of Directors,  subject to
applicable  employment  agreements  and  incentive  plans.  Each  member  of the
Compensation  Committee  is a director  who is not an employee of the Company or
any of its affiliates. The following report with respect to certain compensation
paid or  awarded to the  Company's  executive  officers  during  fiscal  1999 is
furnished by the  directors  who comprised  the  Compensation  Committee  during
fiscal 1999.

General Policies

     The Company's  compensation  programs are intended to enable the Company to
attract,  motivate,  reward and retain the management talent required to achieve
corporate  objectives,  and  thereby  increase  shareholder  value.  It  is  the
Company's policy to provide  incentives to its senior management to achieve both
short-term and long-term  objectives and to reward  exceptional  performance and
contributions  to the development of the Company's  businesses.  To attain these
objectives,  the Company's executive compensation program includes a competitive
base  salary,   cash  incentive  bonuses  and  stock-based   compensation.   See
"Management  Employment Agreements and Senior Management Incentive  Compensation
Plan."

     Stock options are granted to employees,  including the Company's  executive
officers, by the Compensation  Committee under the Company's stock option plans.
The Committee  believes that stock options provide an incentive that focuses the
executive's  attention on managing the Company from the  perspective of an owner
with an equity stake in the business. Options are awarded with an exercise price
equal to the  market  value of  common  stock on the date of  grant,  and have a
maximum term of ten years. Among the Company's executive officers, the number of
shares subject to options granted to each individual  generally depends upon the
level of that  officer's  responsibility.  The largest grants are awarded to the
most senior officers who, in the view of the  Compensation  Committee,  have the
greatest  potential impact on the Company's  profitability and growth.  Previous
grants of stock options are reviewed but are not  considered  the most important
factor  in  determining  the size of any  executive's  stock  option  award in a
particular year.

     From time to time, the  Compensation  Committee may utilize the services of
independent  consultants to perform analyses and to make  recommendations to the
Committee relative to executive compensation matters. No compensation consultant
is paid on a retainer basis.

Relationship of Compensation to Performance

     The Compensation Committee annually establishes, subject to the approval of
the  Board  of  Directors  and  any  applicable  employment  agreements  and the
Company's  Senior  Management  Incentive Plan ("Incentive  Plan"),  the salaries
which will be paid to the Company's  executive  officers during the coming year.
In setting  salaries,  the  Compensation  Committee  takes into account  several
factors,  including  competitive  compensation  data,  the  extent  to  which an
individual  may  participate in the stock plans  maintained by the Company,  and
qualitative  factors  bearing on an individual's  experience,  responsibilities,
management and leadership abilities, and job performance.
<PAGE>
     For fiscal 1998, pursuant to the terms of his employment agreement with the
Company,  Daniel Stephens received his base salary.  See "Management  Employment
Agreements  and  ." In  light  of his  employment  agreement,  the  Compensation
Committee  was not required to make any decision  regarding  their  compensation
except to change the vesting  provisions  of certain  stock  options  previously
granted. The Compensation  Committee determined that Mr. Stephens'  compensation
was appropriate given the substantial  contribution made by him to the Company's
performance.

Compensation of Chief Executive Officer

     For fiscal 1999, pursuant to the terms of his employment agreement with the
Company,  the Company's  Chairman and Chief Executive  Officer,  received a base
salary. In light of this employment  agreement,  the Compensation  Committee was
not required to make any decision  regarding  the  compensation  of Mr.  Groteke
except to change the vesting  provisions  of certain  stock  options  previously
granted. The Compensation  Committee determined that Mr. Groteke's  compensation
was appropriate given the substantial  contribution made by him to the Company's
performance.

                                  The Compensation Committee

                                   Ed Lavin
                                   Louis Liben
                                   Walter R. Groteke

Compliance with Section 16(a) of the Securities Exchange Act

     Section  16(a)  of  the  Exchange  Act  requires  the  Company's  executive
0officers,  directors  and persons who own more than ten percent of a registered
class of the Company's equity securities  ("Reporting  Persons") to file reports
of ownership  and changes in  ownership on Forms 3, 4 and 5 with the  Securities
and Exchange Commission (the "SEC"). These Reporting Persons are required by SEC
regulation  to furnish the Company with copies of all Forms 3, 4 and 5 they file
with the SEC. Based solely upon the Company's  review of the copies of the forms
it has received,  the Company believes that all Reporting  Persons complied on a
timely  basis with all filing  requirements  applicable  to them with respect to
transactions during fiscal 1999.
<PAGE>
               PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
                        TO INCREASE THE AUTHORIZED SHARES

General

     The Board of Directors has proposed and  recommended to its  shareholders a
proposal  which  authorizes  the  Board  in its  discretion  to file an  amended
Certificate of  Incorporation  which amends Article FOURTH of the Certificate of
Incorporation  to  increase  the total  number of shares  which the  Company has
authority  to issue  from  10,000,000  shares  to  52,000,000  shares,  of which
50,000,000 shares shall be shares of common stock of the par value of $.0033 per
share and 2,000,000  shares shall be shares of preferred  stock of the par value
of $.0033 per share.  This proposed  amendment to the Company's  Certificate  of
Incorporation is set forth in Exhibit "B" annexed hereto.

Purpose of Increasing Authorized Shares of Common Stock

     The  increased  authorization  of  42,000,000  shares of  capital  stock is
intended to provide  additional  flexibility to the Company for possible capital
reorganization,   acquisitions,  refinancing,  exchange  of  securities,  public
offerings and other corporate  purposes.  In the past year, the Company issued a
substantial  number of shares of common stock in  connection  with the NetWolves
merger,  which has significantly  decreased the number of shares of common stock
presently available for further issuance.

     The  Board of  Directors,  which  recommends  approval  of this  amendment,
believes  it would be  advantageous  to the Company to be in a position to issue
additional  common stock without the necessary  delay of calling a shareholders'
meeting or seeking  written  consents  in lieu  thereof if one or more  suitable
opportunities  present  themselves  to the Company.  Stockholder  approval of an
increase in the number of authorized  shares of common stock is required for the
two-for-one or three-for-one stock split for which the Board seeks discretion to
vote upon to be effected.  If this Amendment is not approved by the shareholder,
the stock split cannot be effected.  Other than the shares which are required to
effect a stock split,  the  Company's  management  has no present  arrangements,
agreements,  undertakings  or plans for the  issuance  or use of the  additional
shares proposed to be authorized by this Amendment.

     Common stock can be authorized to be issued in the  discretion of the Board
of Directors without stockholder approval of each issuance.  After this proposal
is approved by the  shareholders,  the Board does not intend to solicit  further
shareholder  approval prior to the issuance of any  additional  shares of common
stock. If applicable law or regulation does not require shareholder  approval as
a condition to the issuance of such shares in any particular transaction,  it is
expected  that  such  approval  will not be  sought.  The  Company  may fund its
existing  obligations  by raising  capital  through the sale of shares of common
stock. Any increase in the number of shares authorized or outstanding  shares of
common  stock may  depress  the price of shares  and  impair  the  liquidity  of
shareholders.  In  addition,  the  issuance may be on terms that are dilutive to
shareholders.  Issuance  of  additional  shares  also  could  have the effect of
diluting the earnings per share and book value per share of shares outstanding.

     The  following  table  sets forth as of August 31,  1999,  the  approximate
number of shares of common stock authorized, outstanding, reserved and available
for  issuance.  The table  further sets forth the  approximate  number of shares
which will be available for issuance if this amendment is approved.
<PAGE>
<TABLE>
<CAPTION>
                                                                              Available for
                                                                 Available    Issuance upon
                                                                    for        Approval of
                        Authorized   Outstanding    Reserved(1)   Issuance     Amendment(2)
                        ----------   -----------    -----------  ---------    -------------
<S>                     <C>           <C>            <C>          <C>          <C>
Common Stock. . . . .   10,000,000    6,064,322      2,320,000    1,615,678    41,615,678
<FN>
- -------
(1)  Includes shares of common stock issuable upon exercise of outstanding stock
     options and warrants.
(2)  Without giving effect to any proposed stock split.
</FN>
</TABLE>
Board Position and Required Vote

     The proposal will be adopted only if it receives the affirmative  vote of a
majority  of the  outstanding  shares of common  stock.  The Board of  Directors
believes that the proposed amendment is in the best interests of the Company and
its shareholders  and recommends a vote FOR its adoption.  Proxies received will
be voted in favor of the proposed amendment unless otherwise indicated.


               PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
                             TO EFFECT A STOCK SPLIT



     On July 1, 1999,  the Board of Directors  unanimously  adopted a resolution
directing  the  shareholders  to vote on a proposal  granting  discretion to the
Board to authorize a two-for-one or three-for-one stock split. Accordingly,  the
Board of Directors has proposed and  recommended to the  shareholders a proposal
which  authorizes  the  Board  of  Directors  to  effect  in  its  discretion  a
two-for-one or three-for-one stock split (the "Stock Split").  The intent of the
Board of Directors  insofar as  recommending  the Stock Split is to increase the
number of shares available in the public float. The Board of Directors  believes
that the  relatively low number of shares  available for public trading  impairs
the marketability of the common stock to institutional  investors and members of
the investing public.

     If a stock  split  is  approved  by the  shareholders  of the  Company  and
authorized by the Board, the Board will select,  in its discretion,  a number of
shares of old common stock ("Old Common Stock") to be reclassified into one each
share of new common stock ("New Common Stock") (the "ratio").  Its determination
of the split  ratio must be a  whole-number  ratio  within the stated  limits of
one-for-two to one- for-three. The shareholders are requested to approve a Stock
Split in each of the following ratios of: one- for-two or one-for-three, and the
Board can choose either or none of these alternatives in its discretion; and the
remaining  alternative  Stock  Split  would be  abandoned  by the Board  without
further  action  by the  shareholders  of the  Company.  A Stock  Split  will be
effected only upon determination by the Board of Directors that a Stock Split is
in the best interests of the Company and the  Shareholders.  A Stock Split would
become  effective on any date (the  "Effective  Date")  selected by the Board of
Directors after authorization by shareholders.
<PAGE>
     The  Board  currently  expects  to  effect a Stock  Split  in the  ratio of
two-for-one,  and  intends  to  reexamine  the  ratio in  light of all  relevant
circumstances.  The Board may  consider  the advice of  financial  advisors  and
factors  deemed  relevant by the Board,  which may include but not be limited to
belief as to future marketability and liquidity of the common stock,  prevailing
market  conditions,  the likely  effect on the market price of the common stock,
the effect upon its proposed  Nasdaq  listing and other  relevant  factors.  The
Board of Directors reserves the right,  notwithstanding  stockholder approval of
this proposal and without  further  action by the  shareholders,  to abandon the
Stock Split,  if, at any time, the Board of Directors,  in its sole  discretion,
determines  that the  Stock  Split is no  longer  in the best  interests  of the
Company  and its  shareholders.  Conversely,  the  Board  reserves  the right to
effectuate  the Stock Split under less than  favorable  conditions  based on any
factors  deemed  material  by the Board,  in its sole  discretion.  The Board of
Directors  believes  that  leaving the  discretion  to the Board of Directors in
these regards will permit  flexibility so as to effectuate the Stock Split in an
appropriate  and  well-planned  manner.  For example,  one of the most important
factors  that the Board will  consider  will be the effect of the Stock Split on
the market  price of the common  stock.  These  factors may include an effort to
make the common stock more attractive to members of the financial  community and
certain types of investors.

Effects of the Stock Split

     Consummation  of a Stock  Split  will not  alter the  number of  authorized
shares of common  stock,  which will  remain at  10,000,000  shares,  unless the
shareholders  approve Proposal 2 to increase the authorized shares,  which would
increase  the   authorized   shares  of  common  stock  to  50,000,000   shares.
Consummation  of the Stock  Split will not alter the par value of common  stock,
which will remain at $.0033 per share of common stock.

     Effective with the Stock Split, the conversion rate of certain  outstanding
options and warrants will be adjusted proportionately,  so that, for example, if
a two-for-one Stock Split is effected,  each such outstanding  option or warrant
would  thereafter  cover  twice as many shares of common  stock,  or if a three-
for-one  Stock  Split is  effected,  each  outstanding  option or warrant  would
thereafter  cover  triple as many  shares of common  stock,  each at one-half or
one-third,  respectively,  of the  option or warrant  price  prior to the split.
Proportionate voting rights and other rights of shareholders will not be altered
by any  Stock  Split  (other  than as a  result  of  payment  in cash in lieu of
fractional shares.)

     In the event a Stock Split is effectuated, certificates representing shares
of the  Company's  common stock issued prior to the time the Stock Split becomes
effective  will continue to represent the same number of shares of the Company's
stock as they did prior to such time.  Each common  shareholder of record at the
close of business on the Stock Split record date will be entitled to receive one
additional share of common stock for a two-for-one Stock Split or two additional
shares of common stock for a three-for-one  Stock Split for each share of common
stock held on such date. In the event this  proposal is approved and  authorized
by the Board, additional instructions will be mailed to shareholders.

     Existing  certificates  will  continue  to  represent  the number of shares
evidenced  thereby.   Existing  certificates  will  not  be  exchanged  for  new
certificates.

     The Company has been  advised by its tax  counsel  that under U.S.  federal
income tax laws the receipt of  additional  shares of common  stock in the Stock
Split will not constitute taxable income to the shareholders.  In addition,  the
cost or other tax basis to a  stockholder  of each old  share  held  immediately
prior to the split will be divided  equally  between  the  corresponding  two or
three shares held  immediately  after the split, and the holding period for each
of the two or three shares will  include the period for which the  corresponding
old share was held. The laws of  jurisdictions  other than the United States may
impose  income taxes on the receipt by a  stockholder  of  additional  shares of
common stock resulting from the split.  Shareholders  subject to such other laws
should consult with their own tax advisors for additional information.
<PAGE>
     If a stockholder  elects to sell or purchase shares of the Company's common
stock following the  effectuation  of the Stock Split,  stock transfer taxes, if
applicable,  may be higher in a transaction  involving an  equivalent  aggregate
market  value,  because  of the  greater  number  of  shares  involved,  and the
brokerage  commissions  associated  with  such  activities  may also be  higher.
Shareholders  may wish to determine from their brokers the taxes and commissions
applicable for the additional number of shares.

     The common  stock is listed for  trading on the  over-the-counter  Bulletin
Board. On the Record Date, the reported closing price of the common stock on the
Bulletin  Board was $_____ per share.  No assurance can be made as to the future
price of shares of common stock.

Board Position and Required Vote

     While not  otherwise  required  under  current law,  the  proposal  will be
adopted  only  if  it  receives  the  affirmative  vote  of a  majority  of  the
outstanding  shares of common  stock.  The Board of Directors  believes that the
proposed  amendment is in the best interests of the Company and its shareholders
and  recommends  a vote FOR each of the  proposed  alternative  ratios.  Proxies
received  will be  voted in favor of the  proposed  amendment  unless  otherwise
indicated.


                         INDEPENDENT PUBLIC ACCOUNTANTS

     Hays & Company  acted as the  Company's  independent  auditors for the year
ended June 30, 1999.

     A  representative  of Hays &  Company  plans to be  present  at the  Annual
Meeting  with the  opportunity  to make a statement  if he desires to do so, and
will be available to respond to appropriate questions.

                              FINANCIAL STATEMENTS

     A copy of the Company's  Annual Report to Stockholders  for the fiscal year
ended June 30, 1999 has been provided to all stockholders as of the Record Date.
Stockholders  are  referred to the report for  financial  and other  information
about the Company,  but such report is not  incorporated in this proxy statement
and is not a part of the proxy soliciting material.
<PAGE>
                            MISCELLANEOUS INFORMATION

     As of the date of this Proxy  Statement,  the Board of  Directors  does not
know of any business other than specified above to come before the meeting, but,
if any other business does lawfully come before the meeting, it is the intention
of the  persons  named in the  enclosed  Proxy  to vote in  regard  thereto,  in
accordance with their judgment.

     The Company will provide without charge to any stockholder as of the Record
Date, copies of the Company's Form 10-K upon written request delivered to office
of the Secretary,  NetWolves Corporation,  6011 Benjamin Road, Suite 107, Tampa,
Florida 33634.

     The Company  will pay the cost of  soliciting  proxies in the  accompanying
form.  In addition to  solicitation  by use of the mails,  certain  officers and
regular employees of the Company may solicit proxies by telephone,  telegraph or
personal  interview.  The Company may also  request  brokerage  houses and other
custodians, and, nominees and fiduciaries, to forward soliciting material to the
beneficial  owners  of  stock  held by  record  by such  persons,  and may  make
reimbursement  for  payments  made for their  expense in  forwarding  soliciting
material to the beneficial owners of the stock held of record by such persons.

     Stockholder  proposals with respect to the Company's next Annual Meeting of
Shareholders  must be received by the Company no later than __________,  2000 to
be considered for inclusion in the Company's next Proxy Statement.

                                   By Order of the Board of Directors,

                                           Walter M. Groteke
                                           Chairman of the Board
October 13, 1999
Tampa, Florida
<PAGE>
                                    Exhibit A



                        PROPOSED AMENDMENT TO THE BY-LAWS
               TO CREATE AND ELECT A CLASSIFIED BOARD OF DIRECTORS


     The  following  sets  forth the  changes  to the  Company's  By-Laws if the
proposed amendment is approved:

     RESOLVED,  that in  accordance  with Article XI of the  Company's  By-Laws,
     Article III,  Sections 3 and 4 are hereby deleted in their entirety and the
     following substituted in their place:

          "3. The Board of Directors  shall be comprised of three Classes,  each
     such  Class to be as nearly  equal in number as  possible.  At each  annual
     meeting of  shareholders,  each  director  shall be elected to hold  office
     until expiration of the term of that director's Class,  which shall in each
     instance be three years, or until such director's  successor is elected and
     qualified;  provided,  however,  that  the  term  of  office  of  directors
     initially classified and elected shall be as follows: the term of the first
     Class shall  expire at the next annual  meeting of  shareholders  following
     approval  of  classification;  the term of the  second  Class at the second
     succeeding annual meeting  following  approval of  classification;  and the
     term of the third Class at the third  succeeding  annual meeting  following
     approval of classification."

          "4.  Newly  created  directorships  resulting  from an increase in the
     number of directors and  vacancies  occurring in the Board of Directors for
     any  reason  whatsoever  shall be  filled  by a vote of a  majority  of the
     directors then in office,  although less than a quorum  exists.  A director
     elected  to fill a vacancy  or a newly  created  directorship  shall not be
     classified,  but shall be elected  and hold  office  until the next  annual
     meeting of  shareholders,  or until such time as may be otherwise  provided
     for in Sections ___ and ___ herein. Any newly created directorships, or any
     decrease in directorships,  shall be so apportioned among the classes as to
     make all classes as nearly equal as possible."
<PAGE>
                                    Exhibit B


                       PROPOSED AMENDMENT TO THE COMPANY'S
                          CERTIFICATE OF INCORPORATION


          The  following  sets  forth  the  changes  to  Article  FOURTH  of the
     Company's  Certificate  of  Incorporation  if  the  proposed  amendment  is
     approved:

          "FOURTH:  The total number of shares of all classes of stock which the
     corporation  shall  have  the  authority  to issue  is  FIFTY  TWO  MILLION
     (52,000,000)  shares, of which FIFTY MILLION  (50,000,000)  shares shall be
     shares of common stock of the par value of $.0033 per share and TWO MILLION
     (2,000,000)  shares shall be shares of Preferred  Stock of the par value of
     $.0033  per  share.  The  Preferred  Stock may be issued in series  and the
     number, designation, relative rights, preferences and limitations of shares
     of each series of Preferred Stock $.0033 per share par value shall be fixed
     by the Board of Directors."
<PAGE>
                              NETWOLVES CORPORATION

           BOARD OF DIRECTORS PROXY FOR ANNUAL MEETING OF SHAREHOLDERS

                                November 16, 1999

     The  undersigned  hereby appoints Walter M. Groteke and Daniel G. Stephens,
or either of them, attorneys and Proxies with full power of substitution in each
of them, in the name and stead of the undersigned to vote as Proxy all the stock
of the  undersigned in NETWOLVES  CORPORATION,  a New York  corporation,  at the
Annual Meeting of Shareholders scheduled to be held on November 16, 1999 and any
adjournments thereof.

     THE SHARES REPRESENTED HEREBY SHALL BE VOTED BY PROXIES,  AND EACH OF THEM,
AS SPECIFIED AND, IN THEIR  DISCRETION,  UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.  IF NO  SPECIFICATION IS MADE, THE SHARES WILL BE VOTED
FOR PROPOSALS AS SET FORTH ON THE REVERSE HEREOF.

     The  Board of  Directors  recommends  a vote FOR the  following  proposals:
(Continued and to be signed on reverse side)

                                SEE REVERSE SIDE
- --------------------------------------------------------------------------------

                        ANNUAL MEETING OF SHAREHOLDERS OF
                              NETWOLVES CORPORATION
                                November 16, 1999

1.   Proposal to amend the Company's  By-Laws  eliminating  the  requirement  to
     annually  elect  directors  and  substituting  in its stead,  creation of a
     classified  Board of  Directors,  permitting  the  sequential  election  of
     nominees  to each class of  directors  every three  years,  as set forth in
     Exhibit A to the Proxy Statement..

          FOR [   ]      AGAINST  [   ]      ABSTAIN  [   ]


2.   (a) If item 1 is adopted,  election of the following nominees, as set forth
         in the proxy statement:

           To serve until the Annual Meeting of Stockholders in 2000:
           ---------------------------------------------------------
                                 Louis Liben

           To serve until the Annual Meeting of Stockholders in 2001:
           ---------------------------------------------------------
                                 Daniel Stephens
                                 Walter R. Groteke

           To serve until the Annual Meeting of Stockholders in 2002:
           ---------------------------------------------------------
                                 Walter M. Groteke
                                 Ed Lavin

          [  ] FOR all nominees listed above    [  ] WITHHOLD authority to vote

     ---------------------------------------------------------------------------
     (Instruction:  To withhold  authority to vote for any  individual  nominee,
     print the nominee's name on the line provided below)
<PAGE>
          (b)  If item 1 is not adopted,  election of the following nominees, as
               set forth in the proxy statement:

               Louis Liben, Daniel Stephens, Walter R. Groteke,
               Walter M. Groteke and Ed Lavin

          [  ] FOR all nominees listed above    [  ] WITHHOLD authority to vote

     ---------------------------------------------------------------------------
     (Instruction:  To withhold  authority to vote for any  individual  nominee,
     print the nominee's name on the line provided below)

3.   Proposal to amend Article  FOURTH of the  Certificate of  Incorporation  to
     increase  the  total  number  of  authorized  shares  of the  Company  from
     10,000,000  shares to 52,000,000  shares,  as set forth in Exhibit B to the
     Proxy Statement.

          FOR [   ]      AGAINST  [   ]      ABSTAIN  [   ]

4.   Proposal to grant the Board of Directors  authority to effect a stock split
     of the Company's common stock, in the proportion determined by the Board of
     Directors, as set forth in the Proxy Statement.

     You may vote for, vote against or abstain from voting on any one or more of
     the  following.  The Board  will  select  one and only one of the  approved
     ratios:

     (a)  To authorize a two-for-one stock split:

          FOR [   ]      AGAINST  [   ]      ABSTAIN  [   ]

     (b)  To authorize a three-for-one stock split:

          FOR [   ]      AGAINST  [   ]      ABSTAIN  [   ]

5.   Upon such other  business  as may  properly  come before the meeting or any
     adjournment thereof.

        PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE



  SIGNATURE(S)___________________________       ____________________________




  DATED:_________ , 1999




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