AMERICAN CONSOLIDATED LABORATORIES INC, PRE 14A, 1997-09-19

AMERICAN CONSOLIDATED LABORATORIES INC
PRE 14A, 1997-09-19
OPHTHALMIC GOODS

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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 ss. 240.14a-11(c) or ss. 240.14a-12

American Consolidated Laboratories, Inc.
(Name of Registrant as Specified In Its Charter)

Kenneth C. Kirkham, Chief Financial Officer, American Consolidated
Laboratories, Inc., 1640 North Market Drive, Raleigh, North Carolina 27609,
(919) 872-0744 (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No Fee Required.

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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:

<PAGE>

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>

[AMERICAN CONSOLIDATED LABORATORIES, INC. LETTERHEAD]

September 29, 1997

To the Shareholders of
American Consolidated Laboratories, Inc.:

I am pleased to invite you to the Annual Meeting of Shareholders of
your Company to be held at the Sarasota Hyatt at 1000 Boulevard of the Arts,
Sarasota, Florida 34236 at 9:30 a.m. on Wednesday, October 15, 1997.

The notice of the meeting and the Proxy Statement relating to matters
to be considered are enclosed. The shareholders are being asked (i) to elect
eight members to the Board of Directors, (ii) to consider and act upon a
proposal to amend the Company's Articles of Incorporation to increase the number
of authorized shares of Preferred Stock, no par value, and to designate a
portion of such shares as Series A Redeemable Preferred Stock, (iii) to consider
and act upon a proposal to approve the Company's Amended and Restated Stock
Compensation Plan, (iv) to ratify the appointment of Deloitte & Touche as the
Company's independent auditors and (v) to transact such other business as may
properly come before the meeting or any adjournment or adjournments thereof.
These proposals are discussed in greater detail in the enclosed Proxy Statement.

You are cordially invited to attend the Annual Meeting in person.
Whether or not you plan to attend, please sign and return the enclosed proxy
card in the postage-paid return envelope to ensure that your vote may be counted
at the meeting.

The enclosed 1996 Annual Report contains information relating to the
Company's activities and operations during the fiscal year ended December 31,
1996, and the enclosed Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997 relates to the Company's activities and operations during the
quarter ended most recent to the date of the enclosed Proxy Statement.

Sincerely,

Joseph A. Arena
PRESIDENT AND CHIEF EXECUTIVE OFFICER

<PAGE>

AMERICAN CONSOLIDATED LABORATORIES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of American Consolidated Laboratories, Inc.

The Annual Meeting of Shareholders of American Consolidated
Laboratories, Inc. (the "Company") will be held at the Sarasota Hyatt at
1000 Boulevard of the Arts, Sarasota, Florida 34236 on Wednesday, October 15,
1997 at 9:30 a.m. for the following purposes:

1. To elect eight directors to hold office until the 1998 Annual
Meeting of Shareholders or until their successors are duly
elected and qualified;

2. To consider and act upon a proposal to amend the Company's
Articles of Incorporation to increase the number of authorized
shares of Preferred Stock, no par value, and to designate a
portion of such shares as Series A Redeemable Preferred Stock;

3. To consider and act upon a proposal to approve the Company's
Amended and Restated Stock Compensation Plan;

4. To consider and act upon a proposal to ratify the appointment
of Deloitte & Touche as independent auditors of the Company
for the year ending December 31, 1997; and

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

Shareholders of record as of the close of business on September 23,
1997 are entitled to vote at this meeting or any adjournment or adjournments
thereof. Information relating to the matters to be considered and voted on at
the meeting is set forth on the Proxy Statement accompanying this Notice.

By Order of the Board of Directors,

-----------------------------------
Kenneth C. Kirkham, Secretary

September 29, 1997

<PAGE>

AMERICAN CONSOLIDATED LABORATORIES, INC.
1640 NORTH MARKET DRIVE
RALEIGH, NORTH CAROLINA 27609
(919) 872-0744
-------

PROXY STATEMENT FOR
ANNUAL MEETING TO BE HELD OCTOBER 15, 1997

DATED: SEPTEMBER 29, 1997

This Proxy Statement is furnished in connection with the Annual Meeting
of Shareholders to be held at the Sarasota Hyatt, at 1000 Boulevard of the Arts,
Sarasota, Florida 34236 on Wednesday, October 15, 1997 at 9:30 a.m. or any
adjournment thereof. The approximate date on which this Proxy Statement and the
enclosed form of proxy were first sent or given to shareholders was September
29, 1997.

Any shareholder who executes and returns the accompanying proxy may
revoke it at any time before it is voted by filing with the Secretary of the
Company a written revocation or a duly executed proxy bearing a later date, or
by attending and voting in person. All shares represented by valid proxies
received pursuant to the solicitation and prior to the meeting and not revoked
before they are exercised will be voted, and, if a choice is specified with
respect to any matter to be acted upon, the shares will be voted in accordance
with such specification.

The annual report of the Company for the year ended December 31, 1996
is being mailed with this proxy statement to shareholders entitled to vote at
the meeting. The cost of the proxy solicitation will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally, or by
telephone or telegram, by directors, officers and employees of the Company.

The only voting securities of the Company are its outstanding shares of
common stock (the "Common Stock") and Series A Redeemable Preferred Stock
("Series A Preferred Stock"). Shareholders of record as of the close of business
on September 23, 1997 are entitled to notice of and to vote at the Annual
Meeting. On that date, 7,850,488 shares of Common Stock and 4,897,429 shares of
Series A Preferred Stock were outstanding, each share being entitled to one
vote. In addition, because approval of the proposal to amend the Company's
Articles of Incorporation would increase the authorized number of shares of the
Company's preferred stock, holders of the outstanding shares of Series A
Preferred Stock are entitled to vote as a class on that proposal.

<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of September 19,
1997 regarding those persons known by management to hold beneficially at least
5% of the outstanding shares of the Company's Common Stock.

NAME AND ADDRESS OF AMOUNT AND NATURE PERCENTAGE
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS

Tullis-Dickerson Capital Focus, L.P. 3,730,395 (a) 37.6%
One Greenwich Plaza, Greenwich, CT 06830
James L.L. Tullis (b) (b)
One Greenwich Plaza, Greenwich, CT 06830
Thomas P. Dickerson (b) (b)
One Greenwich Plaza, Greenwich, CT 06830
Joan Neuscheler (b) (b)
One Greenwich Plaza, Greenwich, CT 06830
Bart C. Gutekunst 2,000,000 20.2%
1640 North Market Drive, Raleigh, NC 27609
Sirrom Capital Corporation 1,649,000 (c) 16.6%
500 Church Street, Suite 200,
Nashville, TN 37219
Joseph A. Arena 578,000 (d) 5.8%
1640 North Market Drive, Raleigh, NC 27609
</TABLE>

(a) Includes 3,038,730 shares owned by Tullis-Dickerson Capital
Focus, L.P., warrants to purchase 586,670 shares, 35,714
shares held by Tullis-Dickerson & Co., Inc., 40,251 shares
held by James L.L. Tullis, 20,126 shares held by Thomas P.
Dickerson and 8,904 shares held by Joan Neuscheler, each of
whom may be deemed an affiliate of Tullis-Dickerson Capital
Focus, L.P.

(b) See footnote (a) above. Mr. Tullis, Mr. Dickerson and
Ms. Neuscheler are general partners of Tullis-Dickerson
Partners, the general partner of Tullis-Dickerson Capital
Focus, L.P., and each may be deemed an affiliate of
Tullis-Dickerson Capital Focus, L.P.

(d) Includes currently exercisable options to purchase 558,000
shares.

NAME AND ADDRESS OF AMOUNT AND NATURE PERCENTAGE
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS

Tullis-Dickerson Capital Focus, L.P. 2,088,273 42.6%
One Greenwich Plaza, Greenwich, CT 06830
James L.L. Tullis (a) (a)
One Greenwich Plaza, Greenwich, CT 06830
Thomas P. Dickerson (a) (a)
One Greenwich Plaza, Greenwich, CT 06830
Joan Neuscheler (a) (a)
One Greenwich Plaza, Greenwich, CT 06830
Sirrom Capital Corporation 2,679,156 54.7%
500 Church Street, Suite 200,
Nashville, TN 37219
</TABLE>

(a) Mr. Tullis, Mr. Dickerson and Ms. Neuscheler are general
partners of Tullis-Dickerson Partners, the general partner of Tullis-Dickerson
Capital Focus, L.P., and each may be deemed an affiliate of Tullis-Dickerson
Capital Focus, L.P.

SECURITY OWNERSHIP OF DIRECTORS, NOMINEES
FOR DIRECTOR AND CHIEF EXECUTIVE OFFICER

The following table sets forth certain information as of September 19,
1997 with respect to the beneficial ownership of the Company's Common Stock by
its directors, nominees for director, and the individuals who served as the
Company's chief executive officer during any part of the fiscal year ended
December 31, 1996.
<TABLE>
<CAPTION>
<S> <C> <C>

NAME OF AMOUNT AND NATURE PERCENTAGE
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS

Joseph A. Arena 578,000 (a) 5.8%
Thomas P. Dickerson 3,730,395 (b) 37.6%
James L.L. Tullis 3,730,395 (b) 37.6%
Joan P. Neuscheler 3,730,395 (b) 37.6%
Timothy M. Buono -0- 0%
Wayne Upham Smith -0- 0%
Bart C. Gutekunst 2,000,000 20.2%
William H. Burns, Jr. 71,956 (c) 0.7%
Alan Rabin -0- 0%
All executive officers
and directors as a group (10 persons) 6,491,207 (d) 65.5%
</TABLE>

(a) Includes currently exercisable options to purchase 558,000 shares.

<PAGE>

(b) Includes 3,038,730 shares owned by Tullis-Dickerson Capital
Focus L.P., warrants to purchase 586,670 shares, 35,714 shares
held by Tullis-Dickerson & Co., Inc., 40,251 shares held by
James L.L. Tullis, 20,126 shares held by Thomas P. Dickerson
and 8,904 shares held by Joan Neuscheler, each of whom may be
deemed an affiliate of Tullis-Dickerson Capital Focus L.P.

(d) Includes currently exercisable options to purchase 668,856
shares and warrants to purchase 586,670 shares.

The following table sets forth certain information as of September 19,
1997 with respect to the beneficial ownership of the Company's Series A
Preferred Stock by its directors, nominees for director, and the individuals who
served as the Company's chief executive officer during any part of the fiscal
year ended December 31, 1996.
<TABLE>
<CAPTION>
<S> <C> <C>

NAME OF AMOUNT AND NATURE PERCENTAGE
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS

Joseph A. Arena -0- 0%
Thomas P. Dickerson 2,022,273 (a) 42.6%
James L.L. Tullis 2,022,273 (a) 42.6%
Joan P. Neuscheler 2,022,273 (a) 42.6%
Timothy M. Buono -0- 0%
Wayne Upham Smith -0- 0%
Bart C. Gutekunst 130,000 2.6%
William H. Burns, Jr. -0- 0%
Alan Rabin -0- 0%
All executive officers
and directors as a group (10 persons) 2,152,273 45.2%
</TABLE>

(a) Owned by Tullis-Dickerson Capital Focus, L.P. of which
Mr. Tullis, Mr. Dickerson and Ms. Neuscheler are general partners and of which
each of whom may be deemed an affiliate.

ELECTION OF DIRECTORS

It is proposed that the shareholders elect eight directors. Each
director elected will serve until the next Annual Meeting of Shareholders or
until his successor is duly elected and qualified. A plurality of the combined
shares of Common Stock and Series A Preferred Stock of the Company voted at the
meeting is required to elect the nominated individuals to the Board of
Directors. Broker nonvotes do not have the effect of a vote against the
nominees.

The persons named in the accompanying proxy intend to vote the shares
represented by the proxy for the election of the eight nominees named below,
except as otherwise specified by the proxy. In the event that any of the
nominees should not be available to serve for any

<PAGE>

reason, the proxy holders may vote for a substitute nominee designated by the
Board of Directors. The Board of Directors has no reason to believe that any of
the nominees named below will be unavailable to serve as a member of the Board
of Directors.

The Board of Directors will consider qualified candidates recommended
by shareholders for nomination to the Board. In order for a candidate
recommended by a shareholder to be considered as a nominee at the next annual
meeting, the name of such candidate, together with a written description of the
candidate's qualifications, must be received at the Company's principal
executive offices on or before January 15, 1998. Certain information concerning
the nominees is set forth below.
<TABLE>
<CAPTION>
<C> <S> <C>

Position with the Company; Principal Occupation
Name, Age for past five years; Other directorships Director Since

Joseph A. Arena Chief Executive Officer (1993-1994, 1996- 1993-94, 1996
50 present); Chairman of the Board of Directors
(1993-1994); Director of Finance (1991-1993);
Chief Operating Officer and Chief Financial
Officer, Quantum Solutions, Inc., Austin, Texas,
(1994-1996) (training and education)

Thomas P. Dickerson Chairman of the Board of Directors (1996); 1990
47 General Partner, Tullis-Dickerson Partners, the
general partner of Tullis-Dickerson Capital Focus,
L.P. (1986-present) (venture capital); President,
Tullis-Dickerson & Co., Inc. (health care
investment firm) (1990-present)

James L.L. Tullis General Partner, Tullis-Dickerson Partners, the 1990
50 general partner of Tullis-Dickerson Capital Focus,
L.P. (1986-present) (venture capital); Chairman
of the Board and Chief Executive Officer, Tullis-
Dickerson & Co., Inc. (health care investment
firm) (1990-present); Director, Acme - United,
Inc.; Director, Physician Sales & Service, Inc.

Joan P. Neuscheler General Partner, Tullis-Dickerson Partners, the 1993
38 general partner of Tullis-Dickerson Capital Focus,
L.P. (1992-present) (venture capital); General
Partner, Tullis-Dickerson & Co., Inc. (health care
investment firm) (1989-present); Director,
QuadraMed, Inc.

<PAGE>

Timothy M. Buono Senior Vice President, Health Partners, Inc. 1997
41 (1996-present); Vice President - Development,
Health Partners, Inc. (1994-1996); Director -
Business Development - Occupational (1993);
Associate, Tullis-Dickerson & Co., Inc. (1990-
1993)

Bart C. Gutekunst Chairman of the Board of Directors (1997); 1997
46 President and Chief Executive Officer,
NovaVision, Inc. (1995-present); Chairman of the
Board of Directors, Cardiac Control Systems, Inc.
(cardiac pacemaker manufacturer) (1996-present)

William H. Burns, Jr. President and Director, Biosight, Inc. (health care 1997
47 consulting) (1994-present); President, BioVector
Inc. (medical product design and distribution)
(1994-present); President and Chief Executive
Officer, MDS Matrx (medical product
manufacture and distribution) (1988-1994);
Director, Cardiac Control Systems, Inc. (1995-
present); Director, MINRAD (1994-present);
Director, Medical Infusion Technology, Inc.
(1997-present); Director, Fertility Acoustics
(1997-present)

Alan J. Rabin President, Chief Executive Officer and Director, 1997
47 Cardiac Control Systems, Inc. (1994-present);
President and Chief Executive Officer R-2
Medical Systems, Inc. (cardiac care device
manufacture) (1992-1994)

</TABLE>

Directors Meetings and Committees

During the fiscal year ended December 31, 1996, the Board of Directors
held a total of three meetings and took eleven actions by written consent. Each
director attended 75% or more of the total number of meetings of the Board and
of the committees of the Board on which he served. The Board of Directors of the
Company has standing Audit and Compensation Committees.

The Audit Committee meets periodically with the Company's independent
auditors to review the scope and results of the audit and to consider various
accounting and auditing matters related to the Company, including its internal
control structure. The Audit Committee also makes recommendations to the Board
of Directors regarding the independent public accountants to be appointed as the
Company's auditors. The Audit Committee met once in fiscal 1996. Its current
members are Ms. Neuscheler, Mr. Buono and Mr. Burns.

<PAGE>

The Compensation Committee reviews and recommends salaries and bonuses,
as well as grants under the Company's 1994 Incentive and Non-Statutory Stock
Option Plan. The Compensation Committee met once in fiscal 1996. Its current
members are Ms. Neuscheler, Mr. Rabin and Mr. Burns.

EXECUTIVE OFFICERS

The current executive officers of the Company are as follows:
NAME POSITION WITH THE COMPANY
Bart C. Gutekunst Chairman of the Board
Joseph A. Arena Chief Executive Officer
Kenneth C. Kirkham Chief Financial Officer and Secretary

KENNETH C. KIRKHAM. Mr. Kirkham has been the Chief Financial Officer
of the Company since April 1996. From 1994 to 1996, he was the Chief Financial
Officer of Bono's Bar-B-Q & Grill, a chain of 33 restaurants. From 1992 to
1994 he was Senior Vice President-Finance for Ford Consumer Finance.
Mr. Kirkham is 39 years old.

Information about the other executive officers is given above.

SECTION 16(A) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE

Under federal securities laws, the Company's directors, its executive
officers, and any persons holding more than 10 percent of the Company's stock
are required to report their ownership of the Company's stock, as well any
changes in that ownership, to the Securities and Exchange Commission. Specific
due dates for these reports have been established, and the Company is required
to report in this proxy statement any failure during fiscal year 1996 to file
such reports in a timely fashion. All of these filing requirements were
satisfied by its directors, officers and 10 percent shareholders, except that
various of the Company's directors and holders of more than 10% of the Company's
stock did not timely file ownership reports with respect to the events and
transactions in connection with the Company's acquisition of NovaVision, Inc.
completed May 7, 1997. In making this statement, the Company has relied on the
written representations of its directors, officers and 10 percent shareholders.

EXECUTIVE COMPENSATION

The following table sets forth annual compensation amounts for each of
the last three fiscal years, as indicated by the applicable table headings, for
both individuals who served as Chief Executive Officer of the Company during
fiscal 1996 (the "Named Executive Officers"). Wayne Upham Smith served as Chief
Executive Officer of the Company until April 11, 1996 when Joseph A. Arena was
named to the position. Annual Compensation, columns (c), (d) and (e), includes
base salary and bonus earned during the year covered and, if applicable, other
annual compensation not properly categorized as salary or bonus. No executive
officer of the Company

<PAGE>

received compensation for the year ended December 31, 1996 in excess of
$100,000.

Summary Compensation Table
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
- -------------------- --------- ------------------------------------------ -------------------------- ----------

Securities
Other Restricted Under- All
Annual Stock lying LTIP Other
Name and Fiscal Salary Bonus Compensation Award(s) Options/ Payouts Compen-
Principal Position Year ($) ($) ($) ($) SARs ($) sation
(#)(2) ($)
- -------------------- --------- ----------- ------------ --------------- ------------ ------------ ---------- --------------
Joseph A. Arena, 1996 78,151 0 0 0 340,000 0 0
Chief Executive 1995 0 0 0 0 0 0 0
Officer 1994 0 0 0 0 0 0 0

- -------------------- --------- ----------- ------------ --------------- ------------ ------------ ---------- --------------
Wayne Upham 1996 18,269 28,334 (1) 0 0 0 0 8,333 (3)
Smith, Former 1995 87,212 14,166 (1) 0 0 55,000 0 0
Chief Executive 1994 34,327 0 0 0 0 0 0
Officer
- -------------------- --------- ----------- ------------ --------------- ------------ ------------ ---------- --------------
</TABLE>

(1) A bonus in the amount of $42,500 was awarded in 1995, of which $14,166
was paid in 1995 and $28,334 was paid in 1996.
(2) See "Option Grants in Last Fiscal Year."
(3) Paid as part of a severance package upon the termination of
Mr. Smith's employment with the Company on April 11, 1996.

Stock Options

The following table shows stock options granted to the Named Executive
Officers during fiscal 1996.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>

Option Grants in Last Fiscal Year (1)

Percent of Total
Options Granted to
Employees in Fiscal
Name Options Granted (#) Year Exercise Price ($/sh) Expiration Date
- ---- ------------------- ---- --------------------- ---------------
Joseph A. Arena 15,000 1.6% $.25 May 1, 2006
75,000 8.2% (2) May 1, 2006
250,000 27.4% $.75 May 1, 2006

</TABLE>

(1) Options granted under the Company's 1994 Incentive and Non-Statutory
Stock Option Plan.
(2) The price of these options is to be negotiated between Mr. Arena and
the Company at the time of exercise.

The following table shows the number of shares subject to unexercised
options held by

<PAGE>

the Named Executive Officers as of fiscal year-end. The table divides such
unexercised options into those that were exercisable as of fiscal year-end and
those that were not. On December 31, 1996, the end of the fiscal year, the
closing sales price of the Company's Common Stock was $1.00 per share.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

Value of Unexercised in-
Shares Acquired on Number of Unexercised the-money Options at
Name Exercise (#) Value Realized ($) Options at Fiscal Year-End (#) Fiscal Year-End ($)
- ---- ------------ ------------------ ------------------------------ -------------------
Exercisable/Unexercisable Exercisable/Unexercisable
------------------------- -------------------------
Joseph A. Arena -0- -0- 90,000/250,000 11,250/62,500 (1)

</TABLE>

(1) The values shown do not include the 75,000 share option with an exercise
price to be negotiated at the time of exercise as described above under the
heading "Option Grants in Last Fiscal Year" inasmuch as the value of such option
is not determinable.

Employment Agreements and Termination of Employment Arrangements

On August 15, 1994, the Company entered into a three-year employment
agreement with Wayne Upham Smith. The agreement provided for an initial base
salary of $85,000 per year with annual bonuses of up to 50% of his base salary
based in part on the trading price of the Company's Common Stock and in part on
performance, as determined by the Compensation Committee of the Company's Board
of Directors. Mr. Smith's employment with the Company was terminated on April
11, 1996. Upon the termination of Mr. Smith's employment, the Company agreed to
pay approximately $39,000 for bonus amounts due, accrued vacation and unpaid
wages, and in addition, the Company agreed to purchase from Mr. Smith 300,000
shares of the Company's Common Stock for $150,000, such payment to be made in
twenty quarterly installments of $7,500.

On April 11, 1996, the Company entered into a one-year employment
agreement with Joseph A. Arena, such agreement to be automatically renewed on
each anniversary of the agreement thereafter unless either party gives notice of
its intent to terminate the agreement at least 90 days prior to such anniversary
date. The agreement was automatically renewed for a one-year term on April 11,
1997. The agreement provides that Mr. Arena is to serve as the Chief Executive
Officer and as a director of the Company. Pursuant to the agreement, he is to
receive an annual salary payable at the annual rate of $125,000, may receive a
bonus of up to 33.33% of his salary based on both his individual performance and
the Company's performance and may participate in those benefit plans of the
Company available to other executives. In addition, Mr. Arena was granted
options to purchase 250,000 shares of the Company's Common Stock, such options
to vest in 25% increments on each successive anniversary date of the agreement.
The agreement also contains a covenant not to compete and a term defining the
Company's property rights. The agreement may be terminated by the Company with
or without cause or upon Mr. Arena's death or disability or voluntarily by
either party upon 90 days notice. If Mr. Arena is terminated without cause,
which shall include termination because of death or disability, then he is
entitled to his base salary for the six-month period immediately following such
termination. In addition, whether terminated with or without

<PAGE>

cause, Mr. Arena shall forfeit all unvested options granted under the agreement,
shall have ninety days after such termination to exercise all vested options and
shall cease to be a member of the Board of Directors of the Company.

On May 7, 1997, the Company entered into a one-year employment
agreement with Bart C. Gutekunst, such agreement to be automatically renewed on
each anniversary of the agreement thereafter unless either party gives notice of
its intent to terminate the agreement at least 90 days prior to such anniversary
date. The agreement provides that Mr. Gutekunst is to serve as the Chairman of
the Board of Directors of the Company. Pursuant to the agreement, he is to
receive an annual salary payable at the annual rate of $60,000, may receive a
bonus of up to 33.33% of his salary based on both his individual performance and
the Company's performance and may participate in those benefit plans of the
Company available to other executives. The agreement also contains a covenant
not to compete and a term defining the Company's property rights. The agreement
may be terminated by the Company with or without cause or upon Mr. Gutekunst's
death or disability or voluntarily by either party upon 90 days notice. If Mr.
Gutekunst is terminated without cause, which shall include termination because
of death or disability, then he is entitled to his base salary for the six-month
period immediately following such termination. In addition, if Mr. Gutekunst is
terminated without cause, he shall be deemed to have resigned as Chairman of the
Board of Directors, but such termination shall not constitute resignation as a
member of the Board of Directors.

Directors' Compensation

Directors, whether or not employees of the Company, are not compensated
for any services provided as a director, for serving on any committee of the
Board of Directors or for special assignments. Directors who must travel to
attend board meetings are reimbursed for their expenses incurred to do so.

PROPOSAL TO AMEND ARTICLES OF INCORPORATION

The Board of Directors of the Company has proposed and recommends that
the shareholders approve the following amendment to the Company's Articles of
Incorporation:

RESOLVED, that Article III of the corporation's Articles of
Incorporation be and hereby is deleted in its entirely and replaced by
the following:

III.

CAPITAL STOCK

This Corporation is authorized to issue twenty million
(20,000,000) shares of common stock, par value five cents ($0.05) per
share, and fifteen million (15,000,000) shares of preferred stock, no
par value, of which ten million (10,000,000) shares shall be Series A
Redeemable Preferred Stock and shall have the preferences, limitations
and relative rights specified in the Articles of Amendment to the
Articles of Incorporation filed with the Secretary of State of Florida
on May 5, 1997 and five million (5,000,000) shares shall have the
preferences, limitations and relative rights as may be

<PAGE>

determined from time to time by the Board of Directors.

The Board of Directors believes that increasing the authorized shares
of preferred stock, no par value ("Preferred Stock") will be advantageous to
the Company. As is the case with the Company's currently authorized but
unissued shares of Common Stock, the issuance of Preferred Stock will be
within the discretion of the Board of Directors without, in most cases,
further action by the shareholders and will be available for any valid
corporate purpose. Like the shares of Preferred Stock previously authorized,
the Board of Directors will have the authority to issue 5,000,000 of the
additional shares of Preferred Stock in one or more series and to determine
the number of authorized shares that will constitute a particular series.
Except for that portion of the Preferred Stock that is designated as Series A
Preferred Stock, which Series A Preferred Stock shall have the preferences,
limitations and relative rights previously designated thereto and described
hereinbelow, the Board of Directors will have the authority to fix by
resolution adopted at the time of issuance of any shares of Preferred Stock
(a) the voting rights, if any, of the shares to be issued; (b) the terms and
conditions, if any, upon which the shares to be issued may be converted into
shares of other classes or series of the Company or other securities; (c) the
dividend rate for the shares to be issued, whether cumulative or not; (d) the
price at which, and the terms and conditions on which, the shares to be issued
may be redeemed; (e) the purchase or sinking fund provisions, if any, for the
purchase or redemption of shares; (f) any preferential amount payable upon
each share to be issued in the event of a liquidation, dissolution or winding
up of the Company; and (g) the relative rights of each series of shares of
Preferred Stock as to dividends and assets. Once authorized, no further
shareholder action will be required unless otherwise required by law or
regulation.

Holders of shares of Series A Preferred Stock are be entitled to vote
on all matters submitted to a vote of the Company's shareholders. In
addition, holders of the Series A Preferred Stock are entitled to receive cash
dividends out of funds legally available therefor at the rate of $0.10 per
annum per share or share dividends of Series A Preferred Stock at the
equivalent rate per share. Such dividends are cumulative. In the event of any
voluntary or involuntary liquidation, dissolution or other winding up of the
affairs of the Company, before any distribution or payment shall be made
to the holders of the Common Stock, the holders of the Series A Preferred
Stock are entitled to be paid in cash $1.00 per share owned as of the date of
such liquidation or dissolution or such other winding up, plus any accrued and
unpaid dividends thereon to such date. If, upon such liquidation, dissolution
or other winding up of the affairs of the Company, the net assets of the
Company distributable among the holders of all outstanding shares of the
Series A Preferred Stock shall be insufficient to permit the payment in full
to such holders of the preferential amounts to which they are entitled, then
the entire net assets of the Company shall be distributed among the
holders of the Series A Preferred Stock ratably in proportion to the full
amounts to which they would otherwise be entitled. The Company may redeem
or purchase the shares of Series A Preferred Stock and shall redeem in cash at
the rate of $1.00 per share all outstanding shares of Series A Preferred Stock
in whole (or, at the election of such holder, in part) in the event that (i)
the Company sells all or substantially all of its assets or capital stock or
(ii) the Company raises more than Three Million Dollars ($3,000,000) of
equity capital during any period of twenty-four (24) consecutive months.

As of the date hereof, the Company has 4,897,429 shares of Series A
Preferred Stock outstanding, all of which were issued in connection with the
Company's acquisition of NovaVision, Inc. ("NovaVision") completed May 7,
1997. Such shares of Series A Preferred Stock were issued in exchange for
(i) cancellation of certain indebtedness of the Company and (ii) certain
shares of the preferred stock of NovaVision, which shares had as of
May 7, 1997 accrued dividends of $339,185 or, alternatively, 339,185 shares
of such preferred stock. In connection with the acquisition, the Company
agreed to assume such accrued dividends, payable in cash or in shares
of the Company's Series A Preferred Stock. If the proposed amendment is
adopted, the Company will conserve its available cash for operations and
will pay its dividend obligations in shares of Series A Preferred Stock. The
Company also expects to use the additional shares of authorized Series A
Preferred Stock to pay dividends in kind in the future and may use the
remaining authorized shares of Preferred Stock for general corporate
purposes.

<PAGE>

The proposed amendment to the Company's Articles of Incorporation will
not become effective unless it is (i) approved by an affirmative vote of a
majority of the Common Stock represented either in person or by proxy at the
Annual Meeting and (ii) an affirmative vote of a majority of the Series A
Preferred Stock represented either in person or by proxy at the Annual
Meeting, in each case assuming the presence of a quorum either in person or by
proxy. Accordingly, abstentions and broker nonvotes will have the effect of a
vote against the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO APPROVE THE
AMENDMENT TO THE ARTICLES OF INCORPORATION.

PROPOSAL TO APPROVE THE
AMENDED AND RESTATED STOCK COMPENSATION PLAN

On August 15, 1994, the Board of Directors adopted the Salvatori
Opthalmics, Inc. (now, American Consolidated Laboratories, Inc.) 1994
Incentive and Non-Statutory Stock Option Plan (the "Plan"). The Plan was
approved by the shareholders of the Company on June 8, 1995. On September 18,
1997, the Board of Directors approved, subject to shareholder approval, the
Amended and Restated Stock Compensation Plan (the "Amended Plan"), which
Amended Plan amends and restates the Plan.

The purposes of the Amended Plan are to encourage stock ownership by
and to create an incentive to acquire or increase a proprietary interest in
the Company for officers, employees and other individuals that provide
services to or act as directors of the Company or its subsidiaries (the
"Grantees"). To accomplish its purposes, the Amended Plan authorizes the grant
of incentive stock options ("Incentive Options"), nonqualified stock options
("Nonqualified Options") (together with Incentive Options, "options"), tandem
stock appreciation rights ("SARs") and restricted stock ("Restricted Stock")
(collectively, "Awards"). The Company is seeking shareholder approval of the
Amended Plan as now amended and restated in order to comply with the
requirements of Sections 162(m) and 422 of the Internal Revenue Code of 1986,
as amended (the "Code").

DESCRIPTION OF AMENDED PLAN

The Amended Plan authorizes the grant of Awards covering an aggregate
of 3,000,000 shares of the common stock of the Company, par value $.05 per
share (the "Common Stock"), which 3,000,000 shares represent 2,250,000
additional shares issuable in the aggregate under the Plan and the Amended
Plan. As of September 19, 1997, all of the shares available under the Plan
have been granted. Under the Amended Plan, the maximum number of
shares of Common Stock that may be issued to any one Grantee pursuant to
Awards granted thereunder is 750,000.

The Amended Plan shall terminate no later than August 15, 2004. No
Awards may be granted after such termination, but Awards previously granted
may be exercisable beyond that date.

<PAGE>

The Board of Directors of the Company may at any time amend the Amended Plan
with respect to any shares not then subject to Awards; however, without
shareholder approval, the Board may not increase the number of shares subject
to the Amended Plan, change the minimum exercise price per share of Common
Stock as to which Awards may be granted under the Amended Plan, increase the
maximum duration established under the Amended Plan for any Award or change
the provisions of the Amended Plan relating to eligibility to participate
thereunder.

The Amended Plan is administered by a committee of two or more members
of the Board of Directors (the "Committee"), each of whom must qualify as
"Outside Director" within the meaning of Section 162(m) of the Code any
regulations thereunder. The Board from time to time may remove members from or
add members to the Committee and may fill vacancies on the Committee, however
caused. The Committee has full and final authority and discretion to grant
Awards under the Amended Plan, to interpret and construe the Amended Plan, to
establish the price, duration, performance measures and any other term,
restriction or condition of any Award under the Amended Plan, to prescribe,
amend and rescind rules and regulations relating to the Amended Plan and to do
everything necessary or appropriate to administer the Amended Plan. No member
of the Board of Directors or the Committee shall be liable for an action or
determination made in good faith with respect to the Amended Plan or any Award
granted thereunder. The members of the Committee are Alan J. Rabin and
William H. Burns, Jr.

ELIGIBLE EMPLOYEES

Incentive Options may be granted only to officers and other employees
of the Company or its subsidiaries, including members of the Board of
Directors who are also employees of the Company or its subsidiaries.
Nonqualified Options and Restricted Stock may be granted to officers or other
employees of the Company or its subsidiaries, to members of the Board or the
board of directors of any subsidiary, whether or not employees of the Company
or its subsidiaries, and to other individuals providing services to the
Company or its subsidiaries. A Grantee who is awarded an Incentive Option or a
Nonqualified Option shall be an "Optionee." SARs may be granted only in tandem
with options and therefore only to those persons eligible to receive the
option with which the SAR is linked. The Company has approximately nine
officers and directors and 62 employees who are eligible to receive Awards
under the Amended Plan.

OPTIONS

(a) Price of Options. The exercise price ("Exercise Price") for each
option granted under the Amended Plan shall be not less then 100% of the fair
market value of the Common Stock on the date of grant. Such provision is
intended to ensure that the amount of compensation or gain that an Optionee
derives from the exercise of any option granted under the Amended Plan is
based solely on an increase in the fair market value of the Common Stock after
the date of the grant. The fair market value of the Common Stock on September
16, 1997 was $.56. In the case of an Incentive Option granted to an Optionee
who, at the time the Incentive Option is granted, owns more than 10% of the
total combined voting power of all classes of stock of the Company or any
parent or subsidiary (a "greater-than-10% shareholder"), the Exercise Price
shall be 110% of the fair market value of the Common Stock on the date the
Incentive Option is granted.

(b) Terms of Options. Each individual option agreement shall contain
provisions relating to the method of exercise, the payment of the
Exercise Price, any adjustments due to changes in the

<PAGE>

Company's capitalization, the effect of a merger, consolidation, liquidation,
sale or other disposition of or involving the Company and such other
provisions as the Committee may deem appropriate. Each option agreement shall
also provide for the expiration date of any option granted under the Amended
Plan, such expiration date to be not later than the tenth anniversary after
the date on which the option was granted (fifth anniversary in the case of an
Incentive Option granted to a greater-than-10% shareholder).

The Committee may in its sole discretion accelerate the vesting of any
option or shares of Common Stock subject to any Award granted under the
Amended Plan.

(c) Exercise and Payment for Shares. Each option is deemed
exercised when (i) the Company has received written notice of such exercise in
accordance with the terms of the governing option agreement, (ii) full payment
of the aggregate Exercise Price of the shares of Common Stock as to which the
Option is exercised has been made and (iii) arrangements that are satisfactory
to the Board or the Committee in its sole discretion have been made for
payment by the Optionee to the Company of the amount required to be withheld
in accordance with applicable federal or state tax withholding requirements.
Unless further limited by the Board or the Committee in any option agreement,
the Exercise Price may be paid in cash, by certified or official bank check,
by money order, by delivery to the Company of duly endorsed certificates
evidencing shares of the Common Stock or by a combination of any of the above;
provided, however, that the Board or the Committee may, in its sole
discretion, accept a personal check in full or partial payment of any shares
of Common Stock. If payment is made by delivery of shares of Common Stock, the
fair market value of such stock (determined pursuant to the Amended Plan) on
the date of exercise shall be applied to Exercise Price.

No Optionee is deemed to be a holder of any shares of Common
Stock subject to an option unless and until a stock certificate or
certificates evidencing such shares of Common Stock are issued pursuant to the
terms of the Amended Plan. Accordingly, no adjustment shall be made for
dividends, distributions or other rights paid or given to shareholders for
which the record date is prior to the date on which such stock certificate or
certificates is issued, except as specifically provided by the terms of the
Amended Plan.

(d) Limitations. Pursuant to Section 422 of the Code, to the extent
that the aggregate fair market value of stock with respect to which Incentive
Options are exercisable for the first time by any individual during any
calendar year (under all plans of the Company and any subsidiary) exceeds
$100,000, such options shall be treated as options which are not Incentive
Options.

Incentive Options may not be transferred, assigned, pledged or
hypothecated in any manner other than by will and the applicable laws of
descent and distribution. Incentive Options also may not be subject to
execution, attachment or similar process. Nonqualified Options are
transferrable only to the extent provided in the applicable option agreements
pursuant to which they are granted.

(e) Events Permitting Immediate Exercise. Unless otherwise expressly
provided in any option agreement, each outstanding option becomes fully
exercisable upon (i) any transaction that results in the shareholders of the
Company as of the time of the transaction ceasing to own at least 51% of the
voting stock of the Company or such other entity that results from the
Company's

<PAGE>

participation in a reorganization, consolidation, merger, liquidation or
similar form of corporate transaction, (ii) the shareholders of the Company
approve a plan of merger, consolidation, liquidation or dissolution in which
the Company does not survive or (iii) the shareholders of the Company approve
a plan for the sale, lease, exchange or disposition of all or substantially
all of the property and assets of the Company (unless, with respect to (ii)
and (iii), such plan is subsequently abandoned).

(f) Termination of Employment, Death or Disability. Except as otherwise
provided in the terms and conditions of any applicable option agreement,
Options granted under the Amended Plan shall terminate on the earlier of the
applicable date of expiration and, in the case of an Incentive Option, 90 days
after the termination of the employment of the Optionee other than by death or
disability within the meaning of Section 22(e)(3) of the Code ("disability")
and, in the case of a Nonqualified Option, within 30 days of the termination
of employment or other relationship between the Optionee and the Company.
After the termination of the employment or other relationship between the
Company and the Optionee other than in the case of death or disability, the
Optionee has the right to exercise the option, at any time prior to the
termination of the option as provided herein, only to the extent the Optionee
was entitled to exercise such option immediately prior to the termination of
such employment or other relationship.

Except as otherwise provided in the terms and conditions of any
applicable option agreement, in the event that the employment relationship
terminates because of the death of an Optionee and before the date of
expiration of the option, such option terminates on the earlier of such date
of expiration or one year following the date of death. After the death of
the Optionee, his executors, administrators or any person(s) to whom his
option may be transferred by will or by laws of descent and distribution,
shall have the right to exercise the option, at any time prior to the
termination of the option as provided herein only to the extent the Optionee
was entitled to exercise such option immediately prior to his death.

Except as otherwise provided in the terms and conditions of any
applicable option agreement, in the event that the employment relationship
terminates because of the disability of the Optionee and before the date of
expiration of such option, the option shall terminate on the earlier of the
date of expiration thereof or one year following the termination of such
employment or other relationship. After the termination of the employment or
other relationship between the Company and the Optionee due to disability, the
Optionee has the right to exercise the option, at any time prior to the
termination of the option as provided herein, only to the extent the Optionee
was entitled to exercise such option immediately prior to the termination of
such employment or other relationship.

TANDEM STOCK APPRECIATION RIGHTS

The Committee may grant SARs to Optionees in tandem with any Option
granted under the Amended Plan in such amounts and with such terms and
conditions, including the satisfaction of corporate or individual performance
or other vesting standards, as the Committee shall determine; provided,
however, that any performance objectives or other vesting standards to which
an SAR is subject, if any, shall be identical to the performance objectives or
other vesting standards to which the option with which the SAR is linked is
subject. SARs may be granted at the time of the grant of the Option with which
it is linked or at any time thereafter prior to its exercise, termination or

<PAGE>

expiration, except that, in the case of an Incentive Option, SARs may be
granted only at the time of the grant of such Incentive Option. SARs shall be
exercisable for such period as the Committee shall determine, but in no event
shall an SAR remain exercisable after the expiration of the option with which
it is linked. An SAR shall be exercised upon written notice from the Optionee
to the Company stating the number of shares of Common Stock with respect to
which the SAR is being exercised. An SAR granted in tandem with an Incentive
Option may only be exercised when the fair market value of a share of Common
Stock at the time the SAR is exercised exceeds the option price per share
specified in the option agreement governing the Incentive Option with which
the SAR is linked. An SAR shall be transferable only to the extent that the
option with which it is linked is transferable and subject to the same
conditions.

Upon the surrender of the SAR and the unexercised option with which it
is linked, the Optionee shall be entitled to receive that number of shares of
Common Stock having an aggregate fair market value equal to (i) the excess of
(A) the fair market value of one (1) share of Common Stock at the time the SAR
is exercised over (B) the option price per share specified in the option
agreement governing the option with which the SAR is linked, multiplied by
(ii) the number of shares of Common Stock subject to the option, or portion
thereof, which is surrendered. Any fractional shares of resulting from the
exercise of an SAR shall be paid in cash. The Committee, in its discretion,
may cause the Company to settle all or any part of its obligation arising out
of the exercise of an SAR by the payment of cash in lieu of all or part of the
shares of Common Stock it would otherwise be obligated to deliver in an amount
equal to the fair market value of such shares on the date of exercise.

RESTRICTED STOCK

The Committee may grant Restricted Stock to Grantees under the Amended
Plan in such amounts and with such restrictions and conditions, including such
corporate or individual performance objectives, as the Committee shall
determine, provided that no such grant shall require any payment of cash
consideration by the Grantee. The Committee may base a grant of Restricted
Stock on one or more of the following criteria: increasing total revenues;
increasing revenues of specific products or product types; reducing
manufacturing costs; increasing cash flow; increasing operating income;
reducing operating expenses; reducing operating loss; achieving or increasing
net income; achieving one or more performance ratios (including inventory
turns, sales per employee, product produced per technician per day or per hour
and days' sales in receivables); reducing production in back orders;
completing acquisitions; developing strategic alliances; raising equity
capital; launching new products and developing new technologies. Such shares
of Restricted Stock may be issued either alone or in addition to other Awards
granted under the Amended Plan. Each certificate issued for shares of
Restricted Stock shall contain a legend referencing the restrictions and
conditions thereon, shall be registered in the name of the Grantee and shall
be deposited by the Grantee with the Company, together with a stock power
endorsed in blank.

Subject to the applicable restrictions and conditions, the Grantee
will be the owner of the Restricted Stock and will have all the rights of a
shareholder, including, but not limited to, the right to receive all dividends
paid on the Restricted Stock and the right to vote the shares. In the event
there is a change in the corporate capitalization as described in the Amended
Plan, any shares issued with respect to shares subject to restrictions and
conditions under the Amended Plan will be subject to the same restrictions
and conditions.

<PAGE>

Any restrictions and conditions imposed upon any Restricted Stock will
lapse as provided in the agreement pursuant to which the issuance of the
Restricted Stock is made, but in no event to be later than 10 years from the
date of grant. Upon lapse of the restrictions and conditions imposed on any
Restricted Stock, the certificate or certificates evidencing such shares will
be reissued to the Grantee without a legend (except to the extent a legend is
required by applicable securities laws) and, subject to any withholding
requirements, will be delivered to the Grantee.

In the event that the restrictions and conditions imposed on any grant
of Restricted Stock fail to lapse as provided in the agreement pursuant to
which the grant is made, such Restricted Stock will be forfeited, the
certificates evidencing such shares will be canceled by the Company and the
Grantee with respect to such shares will thereafter have none of the rights of
a shareholder with respect thereto.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Incentive Options granted under the Amended Plan are intended to
qualify as "incentive stock options" under Section 422 of the Code. The grant
of an Incentive Option generally does not result in taxable income to the
Optionee at the time of grant or at the time of exercise. However, for any
year in which Common Stock is purchased upon exercise of an Incentive Option,
the difference between the fair market value of the Common Stock at the time
of exercise and its cost to the Optionee will be an item of adjustment for
purposes of computation of the Optionee's alternative minimum tax under
Section 55 of the Code. If the Optionee exercises the option and then sells
the Common Stock purchased under the option at a gain, the excess of the sales
price of the Common Stock over its cost to the Optionee will be taxable at the
applicable capital gains rate if the sale is made more than two years from the
granting of the option and more than one year from the transfer of the Common
Stock to the Optionee. If the sale is made within two years after the granting
of the option or within one year after the Common Stock is transferred to the
Optionee and if sales proceeds exceed the fair market value of the Common
Stock on the date of exercise, the Optionee generally will recognize ordinary
income equal to the fair market value of the Common Stock on the date of
exercise less the option price and capital gain equal to the amount realized
in excess of the fair market value of the Common Stock on the date of
exercise. No deduction generally will be available to the Company as a result
of the granting of Incentive Options, the exercise of such options, or the
sale by Optionees of the Common Stock purchased. However, the Company will be
entitled to a deduction in an amount equal to the ordinary income, if any,
realized by an Optionee on the sale of Common Stock purchased pursuant to the
exercise of an Incentive Option.

Nonqualified Options granted under the Amended Plan are not intended to
qualify as "incentive stock options" under the Code. The grant of a
Nonqualified Option will not result in taxable income to the Optionee or a
deduction to the Company. On the date any such Nonqualifed Option is
exercised, an Optionee generally will recognize ordinary income equal to the
amount by which the fair market value of the Common Stock on the exercise date
exceeds the option price, and the Company will generally receive a deduction
in the same amount. The options will generally be taxed immediately upon the
exercise.

There will be no federal income tax consequences to either the Grantee
or the Company upon the grant of an SAR. However, the Grantee generally will
recognize ordinary income upon

<PAGE>

the exercise of an SAR in an amount equal to the aggregate amount of cash and
fair market value of shares of Common Stock received upon exercise, and the
Company will generally receive a deduction in the same amount.

In general, there will be no federal income tax consequences to either
the Company or the Grantee upon the grant of Restricted Stock. Upon lapse of
the restrictions imposed on a grant of Restricted Stock, the Grantee will
recognize taxable income at that time equal to the fair market value of the
Common Stock to which the restrictions related, and the Company will generally
receive a corresponding deduction. However, with respect to the grant of
Restricted Stock, Grantees may elect, within 30 days after the date of grant,
to recognize ordinary income equal to the fair market value of the Restricted
Stock on the date of grant, and if so elected, the Company would be entitled
to a corresponding deduction at that time.

Any discussion herein pertaining to a deduction for the Company is
qualified by application of Section 162(m) of the Code and the regulations
thereunder. Section 162(m) limits to $1,000,000 per year the allowable
deduction for compensation to the chief executive officer and the four most
highly compensated officers (other than the chief executive officer) ("Covered
Employees"), except that such limit does not include "performance-based
compensation," as that term is defined therein. If the Amended Plan is
approved by shareholders, compensation realized upon the exercise of Options
and SARs will be "performance-based" if the exercise price is at least equal
to the fair market value of the underlying Common Stock on the date of grant.
The Amended Plan is intended to meet the provisions of Section 162(m) such
that any deductions available to the Company from Option or SAR transactions
thereunder will not be limited. Compensation derived from a grant of
Restricted Stock under the Amended Plan may be deemed "performance-based" only
if the grant thereof is subject to the attainment of certain performance
criteria as described in the section hereof titled "Restricted Stock."
Compensation derived by a Covered Employee from Awards that is not
"performance-based" will not be deductible by the Company, to the extent that
such compensation, together with all other compensation to such Covered
Employee, exceeds the prescribed $1,000,000 limit.

The foregoing discussion does not purport to be more than a summary of
the federal income tax consequences of transactions under the Amended Plan as
of the date of this Information Statement. The federal income tax laws and
regulations are frequently amended. This discussion is not intended to be
exhaustive and does not describe the state or local tax consequences.

PURPOSE OF AMENDMENTS

The Amended Plan materially amends the Plan in the following ways:
(a) increasing to 3,000,000 the maximum aggregate number of shares of Common
Stock that may be issued thereunder, (b) establishing at 750,000 the maximum
aggregate number of shares which may be issued to any one Grantee thereunder,
(c) requiring that the Board of Directors appoint the Committee to administer
the Amended Plan, (d) limiting those directors eligible to serve on the
Committee to those who qualify as "Outside Directors" within the meaning of
Section 162(m) of the Code, (e) giving to the Committee the discretion to
grant tandem stock appreciation rights and restricted stock and (f)
eliminating the authority of the Board of Directors to amend certain
provisions without obtaining shareholder approval.

APPROVAL BY SHAREHOLDERS

<PAGE>

The Amended Plan will not become effective unless it is approved by an
affirmative vote of a majority of the combined Common Stock and Series A
Preferred Stock represented either in person or by proxy at the Annual
Meeting, assuming the presence of a quorum either in person or by proxy.
Accordingly, abstentions and broker nonvotes will have the effect of a vote
against the proposal. If the shareholders do not approve the Amended Plan, the
1994 Incentive and NonStatutory Stock Option Plan as currently in effect will
remain effective until August 15, 2004; provided however, any compensation
realized upon the exercise of options granted under the Plan may not be deemed
performance-based compensation pursuant to Section 162(m) of the Code.

AMENDED PLAN BENEFITS

Because the Amended Plan is a discretionary plan, it is not possible to
determine what options the Committee will grant thereunder.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO APPROVE THE
AMENDED AND RESTATED STOCK COMPENSATION PLAN.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Thomas P. Dickerson, James L.L. Tullis and Joan P. Neuscheler,
directors of the Company, are general partners in Tullis-Dickerson Partners,
the general partner of Tullis-Dickerson Capital Focus, L.P. ("TDCFLP"), an
entity to which the Company was indebted in the amount of $60,000 as of
January 1, 1995 as a result of various loans and other transactions between
the two parties. In connection with a loan made by TDCFLP to the Company in
September 1991, TDCFLP received a warrant to acquire 100,000 shares of the
Company's Common Stock at a price of $.75 per share, which warrant was
exercised on March 31, 1995, with the exercise price paid by a $55,000
reduction of the outstanding indebtedness and forgiveness of $20,000 of
accrued and unpaid interest. Accordingly, on December 31, 1995, the
outstanding principal balance of TDCFLP's original loan to the Company was
$5,000. This loan was repaid in full on June 28, 1996.

In December 1994, TDCFLP made a loan to the Company, separate and
distinct from that discussed above, in the amount of $800,000 with interest
payable quarterly at 15.25% and repayment of the principal due on September
30, 1997 (the "1994 Loan"). Because the principal and interest remained unpaid
after June 15, 1995, TDCFLP had the option to convert the Note into shares of
the Company's Common Stock of the Company at the rate of one share for each
$1.00 of principal and interest unpaid until maturity, and one share for each
$.50 of principal and interest unpaid thereafter.

The Company received additional financing from TDCFLP during November
and December 1995 and January and February 1996 in the amounts of $167,000,
$100,000, $395,000 and $50,000, respectively (the "1995-96 Loans"). Such
additional funds were consolidated into a single note payable in installments
in varying amounts beginning on June 30, 1996 and concluding on August 5,
1996. Interest on the consolidated note is payable at 13.5% until maturity and
19.5% thereafter. In connection with the consolidated note, TDCFLP received
and subsequently exercised warrants to purchase 199,503 shares of Common Stock
at a price of $.10 per share. A portion of

<PAGE>

the interest owed by the Company to TDCFLP was used to offset the cost to
TDCFLP of exercising the warrants.

During 1996, TDCFLP continued to advance funds to the Company on the
same terms and conditions as the note discussed above. TDCFLP advanced
$665,833 under these terms and conditions from June 1996 through April 1997
(the "1996-97 Loans"). For these additional advances, TDCFLP received a
warrant to purchase 550,000 shares of the Company's common stock at $.25 per
share, such warrant to expire at 2001. As a condition precedent to the
Company's acquisition of NovaVision, completed May 7, 1997, as discussed
hereinbelow, TDCFLP converted the 1994 Loan, the 1995-96 Loans and a portion
of the 1996-97 Loans, an aggregate amount of $2,088,273, into shares of the
Company's Series A Preferred Stock. Accordingly, as of September 19, 1997, the
Company was indebted to TDCFLP in an aggregate amount of $550,000.

All of Company's indebtedness to TDCFLP is secured by substantially
all inventories and property and equipment, though TDCFLP did subordinate its
entire security interest to Sirrom Investments, Inc. ("Sirrom") on May 7,
1997. In addition, the Company's agreements with TDCFLP prohibit it from
paying any dividends.

The Company and Tullis-Dickerson & Co., Inc. ("TD & Co.") entered
into an agreement dated August 15, 1994, whereby the Company pays to TD & Co.
a financial advisory fee of $3,000 per month, plus $9,000 per quarter for any
quarter that the Company exceeds its internal cumulative cash flow projections
for that calendar quarter. TD & Co. terminated these fees effective November
30, 1996. Prior to such termination, the Company paid such fees in the amount
of $33,000 in 1996 and $36,000 in 1995. In May 1995, the Company issued 15,954
shares of the Company's common stock to James L.L. Tullis and Thomas P.
Dickerson, as assignees of TD & Co., in satisfaction of outstanding invoices
for consulting services rendered during 1994 and 1995, including ongoing
assistance with the Company's operations, the development of strategy, the
hiring of personnel, the streamlining of operations, the coordination between
facilities of the Company, and the development of management reporting
systems. At the time of the issuance of the stock in payment for such
services, the bid price for the Company's stock was $1.13 for a value of
$18,000. In July 1996, the Company issued 29,615 shares of the Company's
common stock to James L.L. Tullis, 14,808 shares to Thomas P. Dickerson and
8,904 shares to Joan E. Neuscheler, as assignees of TD & Co., in satisfaction
of outstanding invoices for consulting services rendered during 1995 and 1996,
such services being similar to those described above. At the time of the
issuance of the stock in payment for such services, the bid price for the
Company's stock was $1.625 for a value of $86,656. Messrs. Tullis and
Dickerson and Ms. Neuscheler are the sole shareholders, directors and
principal officers of TD & Co.

The Company leases from Jimmy Gray O'Neal, the former President and
Chief Operating Officer of the Company, an approximately 6,000 square foot
building located in Raleigh, North Carolina from which originates the
Company's manufacturing and distribution operations. The lease agreement
between the Company and Mr. O'Neal provides for (i) a term of five years
commencing in December 1994 and (ii) monthly payments of $5,000.

On May 7, 1997, the Company consummated the acquisition of NovaVision
for stock

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through a subsidiary merger. An aggregate of 3,561,906 shares of the Common
Stock and a total of 4,897,429 shares of the Company's Series A Preferred
Stock were issued in the transaction. Of the 3,561,906 shares of Common Stock,
2,000,000 were issued to Bart C. Gutekunst, Chairman of the Board of the
Company, and 54,706 were issued to William H. Burns, Jr., director of the
Company. Of the 4,897,429 shares of Series A Preferred Stock, 2,088,273 were
issued to TDCFLP in conversion of $2,088,273 in debt and accrued interest, and
130,000 were issued to Bart C. Gutekunst.

INDEPENDENT PUBLIC ACCOUNTANTS

The accounting firm of Deloitte & Touche has been selected by the Board of
Directors as independent accountants for the Company for the fiscal year
ending December 31, 1997. This selection is being presented to the
shareholders for their ratification at the Annual Meeting. Deloitte & Touche
has served in such capacity since the year ended December 31, 1992. A
representative of Deloitte & Touche will be present at the Annual Meeting.
Such representative will be available to respond to appropriate questions and
may make a statement if he so desires.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE AS THE COMPANY'S AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1997.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company incorporates by reference herein (i) those portions of its
1996 Annual Report to Shareholders containing the Company's Audited Financial
Statements and notes thereto and Management's Discussion and Analysis of
Financial Condition and Results of Operations and (ii) its Quarterly Report
on Form 10-QSB for the quarter ended June 30, 1997.

SHAREHOLDER PROPOSALS

Proposals which shareholders intend to present at the 1998 Annual
Meeting of Shareholders must be received by the Company no later than January
15, 1998, to be eligible for inclusion in the proxy material for that meeting.

OTHER MATTERS

Management knows of no matter to be brought before the meeting which is not
referred to in the Notice of Meeting. If any other matters properly come
before the meeting, it is intended that the shares represented by proxy will
be voted with respect thereto in accordance with the judgment of the persons
voting them.

By Order of the Board of Directors
September 29, 1997

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************************APPENDIX****************************

AMERICAN CONSOLIDATED LABORATORIES, INC.

COMMON STOCK PROXY

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

The undersigned hereby appoints Joseph A. Arena and Kenneth C. Kirkham,
or either of them, with power of substitution, attorneys and proxies to
represent the undersigned at the Annual Meeting of Shareholders of AMERICAN
CONSOLIDATED LABORATORIES, INC. to be held on October 15, 1997, and at any
adjournment or adjournments thereof, with all power that the undersigned would
possess if personally present, and to vote all shares of stock that the
undersigned may be entitled to vote at said meeting, as follows:

(1) ELECTION OF DIRECTORS

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

Joseph A. Arena, James L.L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler,
Timothy M. Buono, Bart C. Gutekunst, William H. Burns, Jr., Alan J. Rabin

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

(2) PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION

FOR [ ] AGAINST [ ] ABSTAIN [ ]

(3) PROPOSAL TO APPROVE THE AMENDED AND RESTATED STOCK
COMPENSATION PLAN

FOR [ ] AGAINST [ ] ABSTAIN [ ]

(4) PROPOSAL TO RATIFY SELECTION OF DELOITTE & TOUCHE AS
INDEPENDENT AUDITORS.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

(5) With discretionary authority upon such other matters as may come before
the meeting.

(Continued, and to be signed on reverse side)

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PLEASE SIGN AND RETURN IN THE
ENCLOSED POSTAGE-PAID ENVELOPE

Your Proxy May be Rescinded at Any Time Before it is Exercised and Will be
Returned to You on Request. IF NO SPECIFICATION IS MADE ABOVE, SHARES WILL BE
VOTED FOR PROPOSALS 1, 2, 3 AND 4.

PLEASE SIGN HERE AND RETURN PROMPTLY

Signature

Signature, if held jointly

Dated , 1997

Please sign exactly as your name appears on your stock certificate.
If the stock is registered in the names of two or more persons, each should
sign. Executors, administrators, trustees, guardians, attorneys and corporate
officers should show their full titles.

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