RICHTON INTERNATIONAL CORP, PRE 14A, 1997-03-07

RICHTON INTERNATIONAL CORP
PRE 14A, 1997-03-07
MACHINERY, EQUIPMENT & SUPPLIES

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by 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 Rule 14a-11(c) or Rule 14a-12

Richton International Corporation
(Name of Registrant as Specified in Its Charter)

------------------------------------------
(Name of Person(s) Filing Proxy Statement)

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 0-11.

(1) Title of each class of securities to which transaction applies: N/A

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

(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): N/A

(4) Proposed maximum aggregate value of transaction: N/A

(5) Total fee paid: N/A

[ ] Fee paid with preliminary materials.

<PAGE>

[ ] 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>

PRELIMINARY COPY -- SUBJECT TO COMPLETION
DATED MARCH 7, 1997

RICHTON INTERNATIONAL CORPORATION

----------

Notice of Annual Meeting of Stockholders
to be held April 28, 1997

----------

The Annual Meeting of Stockholders of Richton International Corporation
(the "Company") will be held at the American Stock Exchange, 86 Trinity Place,
New York, New York, on April 28, 1997 at 11:00 a.m. for the purpose of
considering and acting upon the following:

1. Election of two directors.

2. Approval of an amendment to the Company's Certificate of Incorporation
to increase the number of authorized shares of Common Stock, $.10 par
value per share, of the Company to 6,000,000 from the current level of
4,000,000.

3. Approval of an amendment to the Company's 1990 Long-Term Incentive
Plan increasing the number of shares of Common Stock of the Company
available for issuance under such plan from 275,000 to 415,000.

4. Confirmation of the appointment of Arthur Andersen & Co. L.L.P. as
independent auditors for the calendar year ending December 31, 1997.

5. Such other business as may legally come before the meeting and any
adjournments or postponements thereof.

The Board of Directors has fixed the close of business on March 17, 1997,
as the record date for determining the stockholders having the right to notice
of and to vote at the meeting. For a period of a least ten days prior to the
meeting, the Company will make available at the offices of the Company's
Secretary, Marshall E. Bernstein, at Robinson Brog Leinwand Greene Genovese &
Gluck P.C. at 1345 Avenue of the Americas, New York, New York, a complete list
of the stockholders entitled to vote at the meeting showing the address of each
stockholder and the number of shares registered in the name of each stockholder
as of the record date.

By order of the Board of Directors

FRED R. SULLIVAN
Chairman of the Board

Madison, New Jersey
March 19, 1997

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

IMPORTANT

In order to ensure your representation at the meeting, you are
urged to sign, date and return the enclosed proxy in the
enclosed envelope (on which no postage is
necessary if mailed in the United States).
We appreciate your giving this matter your prompt attention.

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

<PAGE>

PRELIMINARY COPY -- SUBJECT TO COMPLETION
DATED MARCH 7, 1997

RICHTON INTERNATIONAL CORPORATION

----------

PROXY STATEMENT

For Annual Meeting of Stockholders
to be held April 28, 1997

----------

Proxies in the form enclosed with this Proxy Statement are solicited by the
Board of Directors of Richton International Corporation ("Richton" or the
"Company") to be used at the Annual Meeting of Stockholders to be held at 11:00
a.m. on April 28, 1997, at the American Stock Exchange, 86 Trinity Place, New
York, New York or at any adjournments or postponements thereof (the "Meeting"),
for the purposes set forth in the Notice of Annual Meeting. The Company's
principal executive offices are located at 340 Main Street, Madison, New Jersey
07940. This Proxy Statement and the form of proxy will first be mailed to
stockholders on or about March 19, 1997.

THE VOTING AND VOTE REQUIRED

On the record date for the Meeting, March 17, 1997 (the "Record Date"),
there were outstanding 2,949,447 shares of common stock, par value $.10 per
share (the "Common Stock"), each of which is entitled to one vote. A majority of
the outstanding shares entitled to vote must be present at the Meeting in person
or by proxy to constitute a quorum.

Directors are elected by a plurality of the votes cast (i.e., the two
nominees with the highest number of votes will be elected). The affirmative vote
of the holders of a majority of all outstanding shares of Common Stock is
required for the approval of the amendment to the Company's Certificate of
Incorporation. The affirmative vote of a majority of the total shares
represented in person or by proxy and entitled to vote at the Meeting is
required for the approval of the amendment to the Company's 1990 Long-Term
Incentive Plan (the "Plan") and for the confirmation of the appointment of the
independent auditors. Abstentions and broker non-votes will be included for
purposes of determining the presence of a quorum.

In the election of directors, broker non-votes will be disregarded and have
no effect on the outcome of the vote. With respect to the proposed amendment to
the Certificate of Incorporation, abstentions and broker non-votes will have the
same effect as a vote against the proposal. With respect to the other matters
being considered at the Meeting, abstentions will have the same effect as a vote
against the matter and broker non-votes will be disregarded and will have no
effect on the outcome of the vote.

All shares represented by valid proxies will be voted in accordance with
the instructions contained thereon. As to the election of the directors, the
proxy will be voted in favor of the nominees for director named herein unless a
direction is indicated to withhold authority to vote for either of the listed
nominees. As to the approval of the amendment to the Plan, approval of the
amendment to the Company's Certificate of Incorporation and confirmation of the
appointment of independent auditors, the proxy will be voted in favor of each
such proposal unless a direction is given to vote against or to abstain from
voting thereon. Any stockholder executing and returning a proxy has the power to
revoke it at any time before its exercise (i) by filing with the Secretary of
the Company a written instruction revoking it, (ii) by submitting a later dated
proxy or (iii) by attending the Meeting and voting in person.

<PAGE>

PROPOSAL 1

ELECTION OF DIRECTORS

The Company's By-laws provide that the Board of Directors shall be divided
into three Classes as nearly equal as may be possible with terms of office
having staggered expiration dates. In accordance with the Company's By-laws, the
Board of Directors has fixed the number of directors of the Company at six. At
the Meeting, the stockholders will be asked to elect two directors to the Class
having a three-year term which expires at the 2000 Annual Meeting. The four
other directors, constituting the members of the two Classes whose terms of
office expire at the 1998 and 1999 Annual Meetings, will not be nominees for
election at the Meeting, and will continue in office until the expiration of
their respective terms.

Nominees for Election to Office for a term
expiring at the 2000 Annual Meeting

STANLEY J. LEIFER, 67, Vice President, Marketing for Braunstein Co. Inc., a
manufacturer of jewelry, since June 1995. Mr. Leifer was Vice President,
Marketing for Paul H. Gesswein Co., a distributor of tools, equipment and
supplies for the manufacturing of jewelry, from March 1992 until June 1995.
From March 1990 until March 1992, Mr. Leifer served as Vice President,
Marketing for CitiTraffic, a traffic information service. Mr. Leifer was
first elected a director in 1973 and presently serves on the Audit
Committee.

DONALD A. McMAHON, 66, private investor. Mr. McMahon was formerly the President
and Chief Executive Officer of Royal Crown Corporation, Inc. from 1975 to
1985 and the President of Baker Industries from 1970 to 1974. Mr. McMahon
currently serves as a director of Intelligent Systems Corp. and Norrell
Corporation. Mr McMahon is standing for election as a director of the
Company for the first time.

Directors to continue in Office for a term
expiring at the 1998 Annual Meeting

THOMAS J. HILB, 59, Chairman of the Board and Chief Executive Officer of Hilb &
Co., Inc., a holding company (1982 to date). Mr. Hilb was first elected as
a director in 1973 and presently serves on the Audit and Compensation
Committees.

PETER A. WHITE, 52, Founder and President of International Skye, a consulting
and educational firm whose clients include businesses, individuals and
families of significant means. Mr. White practiced law, serving until 1986
as a partner in the firm of Fulbright & Jaworski. Mr. White was appointed
as a director in 1996.

Directors to continue in Office for a term
expiring at the 1999 Annual Meeting

FRED R. SULLIVAN, 82, Chairman of the Board and Chief Executive Officer of the
Company since May 1989. Formerly Chairman and President of Interim Systems
Corporation, a supplier of temporary personnel and health care services
(September 1987-December 1990). Prior to 1987, Mr. Sullivan was Chairman of
the Board and President of Kidde, Inc., a multi-market manufacturing and
service organization. Currently director of Sequa Corporation. Mr. Sullivan
served as a director of the Company from 1977 to 1980 and since 1981. Mr.
Sullivan presently serves on the Executive Committee.

NORMAN E. ALEXANDER, 83, Chairman of the Board and Chief Executive Officer of
Sequa Corporation, a company that manufactures, repairs and coats
components of gas turbine engines and produces military electro-optics
and machinery for the manufacture and printing of seamless aluminum
beverage cans. Mr. Alexander presently serves on the Executive
Committee. He also currently serves as a director of Chock Full O'Nuts
Corporation.

2
<PAGE>

BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors held four meetings in calendar 1996. Each director
attended 100% of the aggregate number of meetings of the Board and committees on
which he served during 1996.

The Company has Audit, Executive and Compensation Committees. The Board
does not have a Nominating Committee. The Audit Committee met four times in
1996. The Compensation Committee met twice in 1996. The Executive Committee did
not meet in 1996.

The principal functions of the Audit Committee are to make recommendations
to the Board as to the engagement of independent auditors, to review the scope
of the audit and the auditors' fees, to discuss the results of the audit with
the independent auditors and determine what action, if any, is required with
respect to Richton's internal controls and to make a general review of
developments in financial reporting and accounting. In addition, the Audit
Committee reviews, considers and reports to the Board of Directors with respect
to any transactions which could involve actual or potential conflicts of
interest between the Company and any of its officers, directors, or affiliates.
The members of the Audit Committee are Thomas J. Hilb and Stanley J. Leifer.

The Compensation Committee reviews and approves employment agreements with,
and annual salaries, bonuses, profit participation and other compensation of,
executives of the Company, and administers and grants benefits under the
Company's Long Term Incentive Plan. The members of the Compensation Committee
currently are Thomas J. Hilb and Philippe Gutzwiller.

Director Compensation

Each Director who was not compensated as an officer of the Company received
compensation in an amount of $14,000 for 1996, except Peter A. White who became
a director in October, 1996 and received $8,000.

3
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table shows certain information with respect to beneficial
ownership of shares of the Common Stock as of March 17, 1997 by all persons
known to the Company to be the beneficial owners of more than 5% of the
Company's outstanding shares:

Shares
Beneficially Percent
Name & Address of Beneficial Owner Owned of Class (1)
-------------------------------- ---------- --------
Fred R. Sullivan ........................... 1,581,197(2) 46.4%
c/o Richton International Corporation
340 Main Street
Madison, New Jersey 07940

The Franc M. Ricciardi Residuary Trust ..... 208,923(3) 7.1%
c/o Richton International Corporation
340 Main Street
Madison, New Jersey 07940

The Hodas Family Limited Partnership ....... 151,000 5.1%
1887 Pine Ridge Lane
Bloomfield Hills, Michigan 48302

Fred A. Sullivan 1987 Lifetime Trust (4) ... 350,000 11.9%
c/o Joel S. Ehrenkranz, Esq.
Ehrenkranz & Ehrenkranz LLP
375 Park Avenue
New York, New York 10152

- ----------
(1) In determining the percent of class, shares which could be acquired through
the exercise of stock options and warrants that are presently exercisable
or exercisable within 60 days are deemed outstanding for the purpose of
computing that person's, but only that person's, percentage.

(2) Includes 208,923 shares owned by the Franc M. Ricciardi Residuary Trust, of
which Mr. Fred R. Sullivan is the sole trustee, 120,000 shares which may be
acquired through the exercise of stock options of which 115,000 are
currently exercisable and 336,250 shares which may be acquired through the
exercise of warrants which are currently exercisable. Does not include
350,000 shares owned by the Fred A. Sullivan 1987 Lifetime Trust nor 9,000
shares owned by Mr. Sullivan's wife, as to each of which Mr. Fred R.
Sullivan disclaims beneficial ownership.

(3) Does not include 62,107 shares owned directly by Mrs. Rosemarie S.
Ricciardi, widow of Franc M. Ricciardi.

(4) Joel S. Ehrenkranz, Esq. is the sole trustee of such trust and Fred A.
Sullivan is the sole beneficiary of the trust. Fred A. Sullivan is the son
of Fred R. Sullivan. Does not include 5,000 shares owned individually by
Fred A. Sullivan.

4
<PAGE>

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICER

The following table sets forth information regarding beneficial ownership
of the Common Stock, as of March 17, 1997, by the directors, the two most highly
compensated executive officers and by the directors and executive officers as a
group:

Shared Beneficially Percent of
Beneficial Owner Owned Class(1)
--------------- ----------------- ---------
Fred R. Sullivan .................... 1,581,197(2) 46.4%
Norman E. Alexander ................. 5,000 *
Philippe Gutzwiller ................. 16,618 *
Stanley J. Leifer ................... 15,451 *
Thomas J. Hilb ...................... 51,137 1.7%
Peter A. White ...................... 2,500
Cornelius F. Griffin ................ 97,000(3) 3.2%
All Directors and Officers
as a group (8 persons) ............ 1,771,203(4) 50.8%

- ----------
* Less than one percent (1%).

(1) In determining the percent of class, shares which could be acquired through
the exercise of stock options and warrants that are presently exercisable
or exercisable within 60 days are deemed outstanding for the purpose of
computing that person's, but only that person's, percentage.

(3) Includes 80,000 shares which may be acquired through the exercise of stock
options, all of which are currently exercisable.

(4) Includes (i) 208,923 shares owned by the Franc M. Ricciardi Residuary Trust
of which Fred R. Sullivan, Chairman of the Board and Chief Executive
Officer of the Company, is sole trustee, (ii) 200,000 shares which may be
acquired through the exercise of stock options of which 195,000 are
currently exercisable and (iii) 336,250 shares which may be acquired
through the exercise of warrants which are currently exercisable.

5
<PAGE>

COMPENSATION OF EXECUTIVE OFFICERS AND RELATED MATTERS

The following table sets forth the compensation information for the
Company's Chief Executive Officer and the only other executive officer of the
Company whose total compensation exceeds $100,000 (the "named executives") for
the three fiscal years ended December 31, 1996:

Summary Compensation Table

Long Term
Compensation
Annual Compensation Awards
---------------------- -----------
Securities
Name and Underlying
Principal Position Year Salary Bonus Options
- --------------- ---- ------ ------- ---------
Fred R. Sullivan ............ 1996 $100,000 $150,000 5,000
Chairman and 1995 100,000(1) 10,000
Chief Executive Officer 1994 100,000(1) 50,000

Cornelius F. Griffin ........ 1996 $142,000 $ 25,000 --
Vice President and 1995 125,000 --
Chief Financial Officer 1994 125,000 10,000

- ----------
(1) In 1995, Mr. Sullivan agreed to accept 18,745 shares of the Company's
common stock in lieu of $75,000 of the $100,000 of salary owed to him for
1995. In 1994, Mr. Sullivan agreed to accept 44,389 shares of the Company's
common stock in lieu of the $100,000 of salary owed to him for 1994. The
shares of the common stock were valued at an average price of $2.98 and
$2.14 per share for 1995 and 1994, respectively, which approximated current
market price at the time of issuance.

Option Grants in Last Fiscal Year

The following table summarizes option grants during the fiscal year ended
December 31, 1996 to the named executives:

Pecent of Value at
Total Options Exercise Assumed Rates of
Granted to or Base Stock Appreciation
Options Employees in Price Expiration for Option
Name Granted(#) Fiscal Year ($/Sh) Date Term (1)
5%($) 10%($)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fred R. Sullivan ....... 5,000(2) 100 $5.02 Dec. 9, 2001 $6,935 $15,324
</TABLE>
- -----------
(1) The dollar amounts under these columns are the result of calculations at 5%
and 10% rates, as set by the Securities and Exchange Commission's executive
compensation disclosure rules. Actual gains, if any, on stock option
exercises depend on future performance of the Company's common stock and
overall stock market conditions. No assurance can be made that the amounts
reflected in these columns will be achieved.

(2) These incentive stock options were granted pursuant to the Company's 1990
Long-Term Incentive Plan and become exercisable in full on a date six
months immediately following the date of grant. The options have a term of
five years.

Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

<TABLE>
<CAPTION>
Value of Unexercised
Share Acquired Value Realized Number of Unexercised the-Money Options
On Exercise(#) ($) Options at Year End (#) at Year End($)(1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fred R. Sullivan ........... -0- -0- 115,000/5,000 271,000/0
Cornelius F. Griffin ....... -0- -0- 80,000/0 205,000/0
</TABLE>

- ----------
(1) Value is the difference between the market value of the Company's common
stock on December 31, 1996 and the exercise price. The market price on
December 31, 1996 was $4.50 per share.

6
<PAGE>

DEFINED BENEFIT OR ACTUARIAL PLANS

The Company maintained a Retirement Plan for Salaried Employees of Richton
International Corporation (the "Plan"), a noncontributory, defined retirement
benefit plan. Effective January 1, 1995, the Plan was frozen and neither of the
named executive officers is currently accruing benefits under the Plan. The
Company subsequently decided, effective December 31, 1995, to terminate the
Plan. It is anticipated that upon distribution of Plan assets, Messrs. Sullivan
and Griffin will receive approximately $120,000 and $400,000, respectively.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following persons served on the Compensation Committee during the last
completed calendar year: Thomas J. Hilb and Philippe Gutzwiller. No member of
the Compensation Committee had any relationship constituting an interlock or
insider participation under Item 402(j) of Regulation S-K.

7
<PAGE>

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The overall objectives of the Company's compensation program are to attract
and retain the best possible executive talent.

The primary element of the Company's compensation program consists of fixed
compensation in the form of base salary and discretionary cash bonus. Another
element of the Company's compensation program consists of variable compensation
in the form of stock option awards. The Compensation Committee's policies with
respect to each of these elements, including the bases for the compensation
awarded to Mr. Sullivan, the Company's chief executive officer, are discussed
below.

Base Salaries. Base salaries for executive officers are determined based
upon the Compensation Committee's evaluation of the responsibilities of the
position held, the experience of the individual, reference to historical levels
of salary paid by the Company, the cash flow needs of the Company and the
relative performance of the Company.

Cash Bonus. When appropriate in light of the prevailing business
conditions, the Compensation Committee approves a grant of a cash bonus to
certain executive officers. In determining whether to award such bonuses and the
amounts of any such bonuses, the Compensation Committee considers those factors
that it deems most relevant at the time, including the executive officer's
performance, subjectively determined, for the year.

Incentive Compensation Awards. The third component of executives'
compensation is stock options. Stock options reflect the Company's desire to
provide an equity incentive for the executive officers to have the Company
prosper over the long term. The exercise price of stock options is set at a
price equal to the market price of the Common Stock at the time of the grant. In
the case of Mr. Sullivan, the options granted to him are at a price equal to
110% of the market price of the Common Stock at the time of the grant. The
options therefore do not have any value to the executive unless the market price
of the Common Stock rises. The number of stock options in any year is based upon
the discretion of the Compensation Committee. In 1996, the Compensation
Committee granted options for 5,000 shares to Mr. Sullivan, which was the limit
of options available for grant under the Company's stock option plan.

Chief Executive Officer Compensation. In setting Mr. Sullivan's
compensation, the Compensation Committee considered factors such as individual
performance (without reference to any specific performance-related targets) and
individual experience and expertise, subject, however, to the Compensation
Committee's intention to continue to provide Mr. Sullivan with a base salary
which the Compensation Committee considers to be low relative to what it
believes to be the compensation levels of chief executives of other comparable
companies (generally, privately held companies of similar size in the industry
and not the companies included in the peer group index) and subject to the cash
flow needs of the Company. No particular weight is given by the Compensation
Committee to any of the foregoing factors. In making these awards to Mr.
Sullivan in 1996, the Compensation Committee also took into account all the
factors described in "Base Salaries" above.

The Compensation Committee intends to limit executive compensation in order
to maximize cash flow and to ensure full deductibility of compensation in light
of the limitation on the deductibility of certain compensation in excess of one
million dollars under Section 162(m) of the Code. Based on current levels of
base salary, the Compensation Committee recommended no adjustment with respect
to compensation in light of these limitations. The Compensation Committee
considers it unlikely that the limitations will apply to compensation of its
executive officers in the near future.

The Compensation Committee
of the Board of Directors

Thomas J. Hilb, Chairman
Philippe Gutzwiller

8
<PAGE>

PERFORMANCE GRAPH

The following graph illustrates the return that would have been realized
(assuming reinvestment of dividends) by an investor who invested $100 on January
1, 1992 in each of (i) the Common Stock, (ii) the American Stock Exchange Market
Value Index and (iii) a market capitalization peer group of companies which are
traded on the American Stock Exchange.

[The following table was represented by a line graph in the printed material]

Comparison of 5-Year Total Return Among Richton International Corporation,
AMEX Market Index and Peer Group Index

<TABLE>
<CAPTION>
Fiscal Year Ending
----------------------------------------------------------------------
Company 1991 1992 1993 1994 1995 1996
- ---------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Richton International Corporation 100 92.86 121.43 203,57 192.86 257.14
Peer Group 100 75.00 83.52 51.75 44.66 50.96
AMEX Market 100 101.37 120.44 106.39 137.13 144.70
</TABLE>

- ----------
(1) Includes B&H Ocean Carriers Ltd., Calton Inc., Environmental Tectonics,
Goldfield Corp., Independent Bankshares, Kinark Corp., Morgan's Foods Inc.,
Pacific Gateway Properties, Randers Group Inc., Servotronics Inc., Team
Inc., and Thermwood CP. The Company does not believe it can reasonably
identify a peer group on an industry or line-of-business basis. Two
companies that were included in the peer group index last year have been
omitted this year. Mem Company Inc. has been acquired and is no longer
traded on the American Stock Exchange and PS Business Parks In CLA has been
delisted from the American Stock Exchange. Accordingly, information with
respect to these companies is no longer available.

9
<PAGE>

RELATED TRANSACTIONS AND OTHER MATTERS

In October 1993, Fred R. Sullivan, Chairman of the Board of Directors and
Chief Executive Officer of the Company, loaned the Company $1,181,250 pursuant
to an unsecured promissory note which is subordinate to certain indebtedness.
The note bears interest at the rate of nine percent (9%) per annum, payable
quarterly, and provides for payment of principal in ten semi-annual installments
commencing in April 1996. In connection with such loan, Mr. Sullivan was issued
warrants to acquire 236,250 shares of the Company's Common Stock at an exercise
price of $1.375 per share. Mr. Sullivan, on July 1, 1994, agreed to receive
36,174 shares of Common Stock in lieu of interest owed to him through July 1,
1994. Subsequently, on September 30, 1994 and February 16, 1995, Mr. Sullivan
agreed to receive an aggregate of 21,261 shares of Common Stock at the then
current market price in lieu of interest owed to him for the six months ended
December 31, 1994. In addition, during 1995, Mr. Sullivan agreed to receive
21,794 shares of Common Stock at the then current market price in lieu of
interest owed to him by the Company for the nine month period ended September
30, 1995.

In March 1995, Mr. Sullivan loaned the Company $1.0 million pursuant to an
unsecured subordinated promissory note. The note bears interest at the rate of
ten percent (10%) per annum, payable quarterly, and provides for payment of
principal in ten semi-annual installments commencing October 1996. In connection
with such loan, Mr. Sullivan was issued warrants to acquire 100,000 shares of
the Company's common stock at an exercise price of $3.00 per share. During 1996,
the Company paid Mr. Sullivan $48,919 and $336,250, representing the interest
and principal respectively, due on the outstanding notes.

In June 1992, in connection with a civil proceeding brought by the
Securities and Exchange Commission, Mr. Sullivan consented to the entry of a
judgment pursuant to which he agreed, without admitting or denying the
allegations, to be enjoined from violations of Section 10(b) of the Securities
Exchange Act of 1934.

PROPOSAL 2

APPROVAL OF PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED CAPITAL STOCK

The Company is presently authorized to issue 4,500,000 shares of capital
stock, of which 4,000,000 shares are Common Stock, $.10 par value per share, and
500,000 shares are Preferred Stock, $1.00 par value per share. The Company has
not issued any of the Preferred Stock.

During the past five years the Company has issued the equivalent of 317,974
shares of its Common Stock, with (i) 150,000 shares issued through private
equity offerings and (ii) 167,974 shares issued in lieu of salaries and interest
owed to the Company's Chairman of the Board and Chief Executive Officer. After
considering the requirements for existing and proposed reservations of shares
for the purpose of stock options and warrants, the Company has approximately
300,000 remaining authorized unreserved shares of Common Stock (exclusive of
138,900 shares currently held in Treasury). Therefore, the Board of Directors
believes it is appropriate to have additional authorized shares of Common Stock
available. Accordingly, the Board of Directors has recommended that the
stockholders approve an amendment to Article Fourth of the Certificate of
Incorporation of the Company to increase the number of authorized shares of
Common Stock from 4,000,000 shares, $.10 par value per share, to 6,000,000
shares, $.10 par value per share (the "Proposed Amendment"). The Proposed
Amendment would increase the number of authorized unreserved shares of Common
Stock available for future issuance to approximately 2,300,000.

The Board of Directors recommends
a vote FOR this proposal.

The Board of Directors believes that it is necessary to have the additional
authorized shares of Common Stock available for possible future stock dividends,
stock splits, employee benefit plans (including the proposed increase of shares
of Common Stock available under the Plan, see "Approval of an Amendment to the
1990 Long-Term Incentive Plan"), financing and acquisition transactions, and
other general corporate purposes. No further action of authorization by the
stockholders would be necessary prior to the issuance of the additional shares
authorized by the Proposed Amendment unless required in a particular transaction
by applicable provision of the Company's Certificate of Incorporation, by laws,

10
<PAGE>

or by the regulations of a stock exchange or other regulatory agency. While
increasing the number of such authorized shares will not affect stockholders'
present percentage ownership of the Common Stock of the Company, any issuance of
additional shares may occur at such times and under such conditions as may
result in a dilution of such percentage ownership. The Company's stockholders do
not have pre-emptive or other rights to subscribe for any of the Company's
securities, and they will not have any such rights with respect to the
additional shares of Common Stock proposed to be authorized.

The increase in authorized Common Stock might be considered as having the
effect of discouraging any attempt by another person or entity, through the
acquisition of a substantial number of shares of Common Stock, to acquire
control of the Company, since the issuance of any shares could be used to dilute
the stock ownership of a person or entity seeking to obtain control of the
Company. The Proposed Amendment is not the result of any specific effort to
accumulate the Company's securities or to obtain control of the Company by means
of a merger, tender offer, solicitation in opposition to management or
otherwise. Moreover, the Proposed Amendment is not part of a plan by management
to adopt a series of amendments to the Company's Certificate of Incorporation or
By-laws, and management has no current intention to propose anti-takeover
measures in future proxy solicitations.

The Company's existing Certificate of Incorporation and By-laws also
include certain other provisions which could be characterized as having an
anti-takeover effect. For example, the Certificate of Incorporation and By-laws
classify the Board of Directors into three classes of directors with staggered
terms of office, provide that Board vacancies may be filled by the directors
remaining in office, provide that the number of directors shall be determined by
the Board of Directors and provide that special meetings of shareholders may be
called only by the Chairman of the Board or by a majority of the directors. The
Company's Certificate of Incorporation also requires the affirmative vote or
consent of the holders of four-fifths of all classes of stock of the Company
entitled to vote in the election of directors in order for there to be
consummated specified business combinations with certain shareholders. The
Company's Certificate of Incorporation does not permit cumulative voting in the
election of directors. The Company has also adopted a shareholder rights plan
pursuant to the Rights Agreement, dated as of January 26, 1988, as thereafter
amended, between the Company and First Jersey National Bank, N.A. which could
have a deterrent effect against a takeover of the Company.

The following is the text of the first paragraph of Article Fourth of the
Certificate of Incorporation of the Company as proposed to be amended:

FOURTH: The total number of shares which the Corporation is
authorized to issue is 6,500,000 which are divided into
6,000,000 shares of Common Stock, par value $.10 per share
("Common Stock") and 500,000 shares of Preferred Stock, par
value $1.00 per share ("Preferred Stock").

The affirmative vote of the holders of at least a majority of the
outstanding shares of Common Stock is required for the adoption of the Proposed
Amendment. The Board of Directors recommends a vote FOR adoption of the Proposed
Amendment.

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PROPOSAL 3

APPROVAL OF AN AMENDMENT TO THE 1990 LONG-TERM INCENTIVE PLAN

The Board of Directors has previously adopted the 1990 Long-Term Incentive
Plan (the "Plan"). The Board of Directors believes that the Plan remains
desirable to attract and retain executives and other key employees and
consultants of the Company. However, no shares remain available for issuance
under the Plan at this time. Accordingly, the Board has adopted, subject to
stockholder approval, an amendment to the Plan to increase the total shares of
Common Stock available for issuance under the Plan by 140,000 shares for use in
connection with the issuance of nonqualified and incentive stock options,
restricted stock grants and limited stock appreciation rights to key employees
(including officers) and consultants who render significant services to the
Company and its subsidiaries. If approved, the additional shares will increase
the available shares reserved for issuance under the Plan to 415,000 shares. At
present, approximately ten persons would be eligible to receive awards under the
Plan. To date, options covering 275,000 shares have been granted under the Plan.

The Board of Directors recommends
a vote FOR this proposal.

Summary of Material Provisions of the Plan

The purpose of the Plan is to provide management with sufficient
flexibility regarding the forms of incentive compensation that the Company will
have at its disposal in rewarding employees and consultants who render
significant services to the Company by offering key personnel equity ownership
in the Company.

The Plan, as proposed to be amended and restated, is printed in full and
attached to this Proxy Statement as Exhibit A, and is incorporated herein by
reference. The Plan summary contained herein is qualified in its entirety by
reference to the full text of the Plan.

The Plan is administered by the Compensation Committee (the "Committee"),
which shall consist of two or more members of the Board who are "non-employee
directors" within the meaning of Rule 16b-3 of the Securities Exchange Act of
1934, as amended. The Committee shall have full authority, subject to the
provisions of the Plan, among other things, to determine the persons to whom
stock options, limited stock appreciation rights or restricted stock awards
(collectively, "Awards") will be granted, to determine the exercise price of the
stock options, to determine terms and conditions of Awards and to prescribe,
amend and rescind rules and regulations relating to the Plan.

Grants of Awards may be made under the Plan to key employees and
consultants of the Company and its subsidiaries, in the discretion of the
Committee. Stock options may be either "incentive stock options," as such term
is defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or nonqualified stock options. The exercise price of a stock option may
not be less than the fair market value per share of Common Stock on the date of
grant. Stock options shall be exercisable at the times and upon the conditions
that the Committee may determine, as reflected in the applicable Award
agreement. The exercise period shall be determined by the Committee; provided,
however, that in the case of an incentive stock option, such exercise period
shall not exceed ten years from the date of grant of such incentive stock option
and in the case of nonqualified stock options, such exercise period may not
exceed ten years and one day.

In the event that the employment or service of a grantee shall terminate
(other than by reason of death, disability or cause), all stock options that are
not exercisable at the time of such termination shall terminate and all stock
options that are exercisable at the time of such termination may be exercised
for a period of three months immediately following such termination (but in no
case after the stock options expire in accordance with their terms). In the
event that the employment or service of a grantee shall be terminated for cause,
all stock options held by the grantee at the time of such termination shall
terminate. In the event that the employment or service of a grantee shall
terminate by reason of death or disability, all stock options that are not
exercisable at the time of such termination shall terminate and all stock
options that are exercisable at the time of such termination may be exercised
for a period of one year immediately following such termination (but in no case
after the stock options expire in accordance with their terms).

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<PAGE>

Incentive stock options will be designed to comply with the provisions of
the Code, and will be subject to restrictions contained in the Code. Incentive
stock options will be granted at not less than fair market value of the stock
subject to the option on the date of grant and will extend for a term of up to
ten years. Incentive stock options granted to any person who owns more than 10%
of the combined voting power of the Company's outstanding securities must be
granted at prices that are not less than 110% of fair market value and may not
extend for more than five years.

Limited stock appreciation rights may be granted in tandem with stock
options. A limited stock appreciation right is a right to be paid an amount
equal to the excess of the fair market value of a share of Common Stock on the
date the limited stock appreciation right is exercised over the exercise price
of the related stock option, with payment to be made in cash. Limited stock
appreciation rights may only be exercised during a sixty-day period immediately
following certain events specified in the Plan (generally relating to certain
corporate transactions).

The purchase price of Common Stock purchased upon the exercise of a stock
option may be paid in cash or, in the discretion of the Committee, by delivery
of Common Stock owned by the grantee or in combination of cash and Common Stock.

Restricted stock may be granted to participants. The Committee may provide
that a restricted stock award will vest upon the satisfaction of certain
restrictions, including restrictions based on service. In general, restricted
shares may not be sold, transferred or hypothecated, and the stock will be
placed in escrow, until restrictions are removed or expire. Grantees of
restricted stock shall have voting rights and receive dividends prior to the
time when restrictions lapse.

Awards granted under the Plan shall not be transferable otherwise than by
will or by the laws of descent and distribution. The Plan may, at any time and
from time to time, be altered, amended, suspended, or terminated by the Board of
Directors, in whole or in part; provided that, any amendment increasing the
number of shares subject to the Plan, extending the duration of the Plan or
changing categories of persons who are eligible to receive Awards under the
Plan, shall not be effective unless approved by the requisite vote of
stockholders. In addition, no amendment may be made which adversely affects any
of the rights of a grantee under any Award theretofore granted, without such
grantee's consent. Unless terminated earlier by the Board of Directors, the Plan
will expire on June 11, 2000.

The benefits to be derived from the Plan to the eligible participating
individuals and groups cannot be estimated, as grants will be made in the sole
discretion of the Committee, based on a variety of factors.

Certain Federal Income Tax Consequences of Awards

The following discussion is a brief summary of the principal United States
Federal income tax consequences under current Federal income tax laws relating
to Awards under the Plan. This summary is not intended to be exhaustive and,
among other things, does not describe state, local or foreign income and other
tax consequences.

Options.

Non-Qualified Stock Options. An optionee will not recognize any taxable
income upon the grant of a nonqualified stock option and the Company will not be
entitled to a tax deduction with respect to the grant of a nonqualified stock
option. Upon exercise, the excess of the fair market value of a share of Common
Stock on the exercise date over the option exercise price will be taxable as
ordinary income to the optionee and will be subject to applicable withholding
taxes. The Company will generally be entitled to a tax deduction at such time in
the amount of such ordinary income.

In the event of a sale of a share of Common Stock received upon the
exercise of a nonqualified stock option, any appreciation or depreciation after
the exercise date generally will be taxed as capital gain or loss and will be
long-term capital gain or loss if the holding period for such Common Stock is
more than one year.

Incentive Stock Options. An optionee will not recognize any taxable income
at the time of grant or timely exercise of an incentive stock option and the
Company will not be entitled to a tax deduction with respect to such grant or
exercise. Exercise of an incentive stock option may, however, give rise to
taxable compensation income subject to applicable withholding taxes, and a tax
deduction to the Company, if the incentive stock option is not exercised on a

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<PAGE>

timely basis (generally, while the optionee is employed by the Company or within
90 days after termination of employment) or if the optionee subsequently engages
in a "disqualifying disposition," as described below. The amount by which the
fair market value of the Common Stock on the exercise date of an incentive stock
option exceeds the exercise price generally will increase the optionee's
"alternative minimum taxable income."

A sale or exchange by an optionee of shares acquired upon the exercise of
an incentive stock option more than one year after the transfer of the shares to
such optionee and more than two years after the date of grant will result in any
difference between the net sale proceeds and the exercise price being treated as
long-term capital gain (or loss) to the optionee. If such sale or exchange takes
place within two years after the date of grant of the incentive stock option or
within one year from the date of transfer of the incentive stock option shares
to the optionee, such sale or exchange will generally constitute a
"disqualifying disposition" of such shares that will have the following results:
any excess of (i) the lesser of (a) the fair market value of the shares at the
time of exercise and (b) the amount realized on such disqualifying disposition
of the shares over (ii) the option exercise price of such shares, will be
ordinary income to the optionee, subject to applicable withholding taxes, and
the Company will be entitled to a tax deduction in the amount of such income.
Any further gain or loss after the date of exercise generally will qualify as
capital gain or loss and will not result in any deduction by the Company.

Exercise with Shares. If an optionee uses previously acquired shares of
Common Stock to pay the exercise price of an option, the optionee would not
ordinarily recognize any taxable income to the extent that the number of new
shares of Common Stock received upon exercise of the option does not exceed the
number of previously acquired shares so used. If non-recognition treatment
applies to the payment for option shares with previously acquired shares, the
tax basis of the option shares received without recognition of taxable income is
the same as the basis of the shares surrendered as payment. In the case of an
incentive stock option, if a greater number of shares of Common Stock is
received upon exercise than the number of shares surrendered in payment of the
option price, such excess shares will have a zero basis in the hands of the
holder. Where a nonqualified stock option is being exercised, the option holder
will be required to include in gross income (and the Company will be entitled to
deduct) an amount equal to the fair market value of the additional shares on the
date the option is exercised less any cash paid for the shares. Moreover, if the
stock previously acquired by exercise of an incentive stock option is
transferred in connection with the exercise of another option whether or not an
incentive stock option, and if, at the time of such transfer, the stock so
transferred has not been held for the holding period required in order to
receive favorable treatment under the rules governing incentive stock option,
then such transfer will be treated as a disqualifying disposition of the shares
so transferred.

LSARs. The grant of LSARs in accordance with the terms of the Plan
generally will not result in the recognition of income by the holder at the time
of the grant nor will the Company be entitled to a deduction for tax purposes at
such time. The amount of any cash received upon the exercise of LSARs will be
taxable as ordinary income in the year of receipt and the Company will generally
be entitled to a deduction for such amount.

Restricted Stock Grant Agreements. The grant of shares pursuant to
restricted stock grant agreements will not be taxable to the recipient until the
termination of the restricted period with respect thereto, unless the recipient
makes an election under Section 83(b) of the Code (the "Section 83(b)
election"), within 30 days after the shares are issued, to be taxed on the award
at the time it is made. If a Section 83(b) election is not made, the recipient
will recognize ordinary income in the year of termination of the restricted
period equal to the fair market value of the shares at the time of termination
of the restricted period (less any amount paid for the shares). If a Section
83(b) election is made, the recipient will recognized by the recipient on the
receipt of the shares in the year in which such recipient recognizes such
income. The disposition of the shares following the termination of the
restricted period will result in tax consequences similar to the disposition of
shares acquired upon exercise of nonqualified stock options.

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<PAGE>

PROPOSAL 4

CONFIRMATION OF AUDITORS

The Board of Directors of Richton has appointed Arthur Andersen & Co.
L.L.P. ("Arthur Andersen") as the Company's independent auditors for the
calendar year ending December 31, 1997 and seeks confirmation by the
stockholders with respect to this appointment. If the appointment of Arthur
Andersen is not confirmed by stockholders, such appointment will be resubmitted
to the Board of Directors for further consideration.

Arthur Andersen has acted an independent auditors of Richton since fiscal
1970. During the fiscal year ended December 31, 1996, Arthur Andersen rendered
audit services to the Company consisting of the examination of the Company's
financial statements and consultation and assistance in connection with filing
the Company's Annual Report on Form 10-K with the Securities and Exchange
Commission.

One or more representatives of Arthur Andersen will be available at the
Meeting to respond to appropriate questions, and those representatives will also
have an opportunity to make a statement if they desire to do so.

The Board of Directors recommends
a vote FOR this proposal.

SUBMISSION OF STOCKHOLDER PROPOSALS FOR 1998
ANNUAL MEETING OF STOCKHOLDERS

Under the proxy rules of the Securities and Exchange Commission,
stockholder proposals intended for inclusion in next year's proxy statement must
be received by the Company by November 19, 1997. These proposals should be sent
to the Secretary of the Company at 340 Main Street, Madison, New Jersey 07940.

MISCELLANEOUS

Other Matters

Management knows of no matters other than the foregoing to be brought
before the Meeting, but if such other matters properly come before the Meeting,
or any adjournment or postponement thereof, the persons named in the
accompanying form of proxy will vote such proxy on such matters in accordance
with their best judgment.

Annual Report on Form 10-K

A copy of the Company's Annual Report, which includes a copy of Form 10-K
for the fiscal year ended December 31, 1996, accompanies this Proxy Statement.
The Company will provide copies of any exhibits to the Form 10-K to each
stockholder of record as of the Record Date, upon request of such person and
such person's payment of the Company's reasonable expenses of furnishing such
exhibit.

Solicitation of Proxies

The entire cost of the solicitation of proxies will be borne by the
Company. The Company has retained Georgeson & Company Inc. to solicit proxies in
the form enclosed and will pay such firm a fee of approximately $6,500. In
addition, proxies may be solicited by directors, officers and regular employees
of Richton, without extra compensation, by telephone, telegraph, facsimile
transmission, mail or personal interview. The Company will reimburse brokerage
houses and other custodians, nominees and fiduciaries for their reasonable
expenses for sending proxies and proxy material to the beneficial owners of its
Common Stock.

EVERY STOCKHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE
ANNUAL MEETING IN PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE.

By Order of the Board of Directors

FRED R. SULLIVAN
Chairman of the Board

Madison, New Jersey
March 19, 1997

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Appendix A

RICHTON INTERNATIONAL CORPORATION

1990 LONG-TERM INCENTIVE PLAN

1. Purpose

The purpose of the 1990 Long-Term Incentive Plan (the "Long-Term Plan") of
Richton International Corporation (the "Company") is to provide an incentive to
key employees and consultants whose present and potential contributions to the
Company and its Subsidiaries (as such term is defined in Section 2 below) are or
will be important to the success of the Company by affording them an opportunity
to acquire a proprietary interest in the Company. It is intended that this
purpose will be effected through (a) the granting of stock options and limited
stock appreciation rights and (b) the grant of shares of Common Stock, $.10 par
value per share, of the Company ("Common Stock"), pursuant to restricted stock
grant agreements (collectively, such rights, options and grants of shares are
referred to herein as "Awards"). Stock options may be granted under the
Long-Term Plan which qualify as "Incentive Stock Options" under Section 422A of
the Internal Revenue Code of 1986, as it may be hereafter amended (the "Code").
Such options are sometimes referred to as an "ISO" or collectively as "ISOs."

2. Eligibility

Awards may be made or granted to key employees and consultants who are
deemed to have rendered significant services to the Company or its Subsidiaries
and who are deemed to have the potential to contribute to the future success of
the Company (such eligible persons being referred to herein as "Eligible
Participants"). The term "employees" shall include officers who are employees of
the Company or of a Subsidiary, as well as other employees of the Company and
its Subsidiaries. A director of the Company or of any Subsidiary who is not also
an employee of the Company or of one of its Subsidiaries will not be eligible to
receive any Awards under the Long-Term Plan. No ISO shall be granted to any
person who is not an employee of the Company or a Subsidiary at the time of
grant. No ISO shall be granted to an employee who, at the time the option is
granted, owns stock possessing more than 10% of the total combined voting power
of all classes of capital stock of the employer corporation (as such term is
used in the Code) or any Parent or Subsidiary of the employer corporation,
provided, however, that an ISO may be granted to such an employee, if at the
time such ISO is granted, the option price is at least 110 percent of the fair
market value of stock subject to the ISO on the date of grant (as determined
pursuant to Subsection 7(a) hereof) and such ISO, by its terms, is not
exercisable after the expiration of five years from the date such option is
granted. The terms "Subsidiary" and "Parent" as used herein shall have the
meanings given them in Section 425 of the Code. Awards may be made to employees
or consultants who hold or have held options, rights or shares under this
Long-Term Plan or any other plans of the Company.

3. Stock Subject to the Plan

The shares that may be issued upon exercise of options and rights and which
may be sold under the Long-Term Plan shall not exceed in the aggregate 125,000
shares of Common Stock, as adjusted to give effect to the anti-dilution
provisions contained in Section 10 hereof. Such shares may be authorized and
unissued shares, or treasury shares purchased by the Company and reserved for
issuance under the Long-Term Plan. If a stock option for any reason expires or
is terminated without having been exercised in full, or if shares issued
pursuant to restricted stock grant agreements are forfeited to the Company in
accordance with the terms thereof, those shares relating to an unexercised stock
option or shares which have been forfeited shall again become available for
grant under the Long-Term Plan.

4. Awards under the Plan

Awards under the Long-Term Plan may be of three types. They are: "stock
options," "limited stock appreciation rights" and "restricted stock grants." An
option, including an ISO, is a right to purchase Common Stock in accordance with
Section 7 hereof. A "limited stock appreciation right" is a right given to a
holder of a stock option to receive, upon surrender of all or a portion of his
stock option, without payment of cash or property to the Company, an amount of
cash, determined pursuant to a formula in accordance with Section 8 hereof, and
which is exercisable only upon the terms, conditions and restrictions set forth
in Section 8 hereof. A "restricted stock grant" is the grant of Common Stock,
which is nontransferable, and subject to substantial risk of forfeiture, until
specific conditions, based on continuing employment, are met.

<PAGE>

5. Administration

(a) Procedure. The Long-Term Plan shall be administered by a Committee of
the Board of Directors, each member of which shall be a "disinterested person"
as such term is or shall be defined in Rule 16b-3 (or any successor provision to
such rule) promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "Committee"). The number of
directors serving on the Committee at any time shall be at least the number
necessary to satisfy the requirements for "Disinterested Administrators" or
"Disinterested Administration" under Rule 16b-3 (or any successor provision to
such rule). Committee members shall serve for such term as the Board of
Directors shall determine, and shall be subject to removal at any time by the
Board of Directors. Members of the Committee will not be eligible for selection
to receive Awards pursuant to the Long-Term Plan or any other plan of the
Company.

(b) Powers of the Committee. Subject to the provisions of the Long-Term
Plan, the Committee shall have the authority in its discretion: (i) to
determine, upon review of relevant information, the fair market value of the
Common Stock; (ii) to determine the exercise price per share of stock options to
be granted; (iii) to determine the Eligible Participants to whom, and time or
times at which, Awards shall be granted and the number of shares to be issuable
pursuant to each stock option or restricted stock grant agreement; (iv) to
construe and interpret the Long-Term Plan; (v) to prescribe, amend and rescind
rules and regulations relating to the Long-Term Plan; (vi) to determine the
terms and provisions of each Award (which need not be identical); and (vii) to
make all other determinations necessary to or advisable for the administration
of the Long-Term Plan.

6. Duration of the Plan

The Long-Term Plan shall be subject to the affirmative vote of stockholders
holding a majority of the number of shares of Stock of the Company entitled to
vote. The Long-Term Plan shall remain in effect (with respect to grants of
Awards) for a term of ten (10) years from June 12, 1990 (the date of adoption by
the Board of Directors) unless sooner terminated under Section 18 hereof;
provided, however, that the terms of the Long-Term Plan shall thereafter remain
in effect with respect to Awards granted during such period which have not
expired, or whose forfeiture provisions have not lapsed, prior to the
termination of the Long-Term Plan. Notwithstanding any of the foregoing to the
contrary, the Board of Directors (but not the Committee) shall have the
authority to amend the Long-Term Plan pursuant to Section 18 hereof; provided,
however, that Awards already made shall remain in full force and effect as if
the Long-Term Plan had not been amended or terminated.

7. Options

Options shall be evidenced by stock option agreements in such form, and not
inconsistent with the Long-Term Plan, as the Committee shall approve from time
to time, which agreements shall contain in substance the following terms and
conditions:

(a) Option Price; Number of Shares. The option price, which shall be
approved by the Committee, shall in no event be less than one hundred percent
(100%) of the fair market value of the Common Stock at the time the option is
granted. The fair market value of the Common Stock, for the purposes of the
Long-Term Plan, shall mean: (i) if the Common Stock is traded on a national
securities exchange or on the NASDAQ National Market System ("NMS"), the
per-share closing price of the Common Stock on the principal securities exchange
(presently the American Stock Exchange) on which they are listed or on NMS, as
the case may be, on the date of grant (or if there is no closing price for such
date of grant, then the last preceding business day on which there was a closing
price); or (ii) if the Common Stock is not traded on a national securities
exchange or the NMS but is traded in the over-the-counter market and quotations
are published on the NASDAQ quotation system (but not on NMS), the mean between
the per-share closing bid and asked prices of the Common Stock on the date of
grant as reported by NASDAQ (or if there are no closing bid and asked prices for
such date of grant, then the last preceding business day on which there were
reported closing bid and asked prices); or (iii) if the Common Stock is traded
in the over-the-counter market, but bid and asked quotations are not published
on NASDAQ, the mean between the closing bid and asked prices per share for the
Common Stock as furnished by a broker-dealer which regularly furnishes price
quotations for the Common Stock.

The option agreement shall specify the total number of shares to which it
pertains and whether such options are ISOs or are not ISOs. With respect to ISOs
granted under the Long-Term Plan, the aggregate fair market value (determined at

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<PAGE>

the time an ISO is granted) of the shares of Common Stock with respect to which
ISOs are exercisable for the first time by such employee during any calendar
year shall not exceed $100,000 under all plans of the Company or its Parents or
Subsidiaries. To the extent the aggregate fair market value (determined at the
time of grant) of stock with respect to which ISOs first become exercisable by
an option holder during any calendar year exceeds $100,000, such options will be
treated as non-qualified stock options.

(b) Restrictions on Transfer and Exercise. Options issued pursuant to the
Plan (i) shall not be exercisable for at least six months from the date of
grant, (ii) shall not be transferable other than by will or the laws of descent
and distribution and (iii) shall be exercisable during the optionee's life only
by the optionee or, in case of the optionee's disability, the optionee's
guardian or legal representative.

(c) Terms and Conditions. Subject to the provisions of paragraph 7(b), at
the time an option is granted, the Committee will determine the terms and
conditions to be satisfied before shares may be purchased, including the dates
on which shares subject to the option may first be purchased. (The period from
the date of grant of an option until the date on which such option may first be
exercised is referred to herein as the "Waiting Period.") At the time an option
is granted, the Board of Directors shall fix the period within which it may be
exercised, which for an ISO, shall not be more than ten (10) years from the date
of grant or, for a non-ISO, shall not be more than ten (10) years and one (1)
day from the date of grant. (Any of such periods is referred to herein as the
"Exercise Period.")

(d) Form and Time of Payment. Stock purchased pursuant to exercise of an
option shall be paid for at the time of purchase either in cash or by certified
check or, in the discretion of the Committee, as set forth in the stock option
agreement (i) in lieu of cash, through the delivery of shares of Common Stock
valued at their fair market value on the date of exercise, or (ii) in a
combination of cash and shares of Common Stock. Upon receipt of payment, the
Company shall, without transfer or issue tax to the option holder or other
person entitled to exercise the option, deliver to the option holder (or such
other person) a certificate or certificates for the shares so purchased.

(e) Effect of Termination or Death. In the event that an option holder
ceases to be an employee or consultant of the Company or of any of its
Subsidiaries for any reason other than permanent disability (as such term may be
defined in the Code and as determined by the Committee) or death, any option,
including any unexercised portion thereof, which was otherwise exercisable on
the date of termination, shall expire unless exercised within a period of up to
three months from the date of termination, but in no event may the option be
exercised after the expiration of the Exercise Period; provided, however, that
if the Committee shall determine that an option holder shall have been
discharged for cause, options granted and not yet exercised shall terminate
immediately and be null and void as of the date of termination. In the event of
the death of an option holder during the three month period after termination
(except termination for cause), the option shall be exercisable by his or her
personal representatives, heirs or legatees to the same extent that the option
holder could have exercised the option if he or she had not died, for up to
three months from the date of death, but in no event after the expiration of the
Exercise Period. In the event of the termination by reason of permanent
disability of an option holder while an employee or consultant of the Company or
of any Subsidiary, that portion of the option granted to such employee or
consultant which had become exercisable by the date of termination shall
continue to be exercisable for up to twelve (12) months after the date of
permanent disability, but in no event may the option be exercised after the
expiration of the Exercise Period. In the event of the death of an option holder
while an employee or consultant of the Company or any of its Subsidiaries, or
during the twelve (12) month period after the date of permanent disability of
the option holder, that portion of the option which had become exercisable on
the date of death shall be exercisable by his or her personal representatives,
heirs or legatees for up to twelve (12) months after the date of death, but in
no event may the option be exercised after expiration of the Exercise Period.
Except as the Committee shall determine otherwise, in the event an option holder
ceases to be an employee or consultant of the Company or of any Subsidiary for
any reason, including death, prior to the lapse of the Waiting Period, his or
her option shall terminate and be null and void.

(f) Other Provisions. Each option granted under the Long-Term Plan may
contain such other terms, provisions and conditions not inconsistent with the
Long-Term Plan as may be determined by the Committee.

8. Limited Stock Appreciation Rights.

The Committee may grant, in its discretion, limited stock appreciation
rights ("Limited Rights") to the holder of any option with respect to all or a
portion of the shares subject to such option. Such Limited Rights shall be
granted pursuant to an agreement in such form, and not inconsistent with the
Long-Term Plan, as the Committee shall approve from time to time (and which may

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be incorporated in the stock option agreement governing the terms of the related
option) and shall include substantially the following terms and conditions, as
the Committee shall determine:

(a) Grants. Each Limited Right shall relate to a specific option granted
under the Long-Term Plan and may be granted concurrently with the grant of the
related option or at such later time as determined by the Committee.

(b) Exercise. Unless otherwise determined by the Committee, a Limited Right
may be exercised only during the period (a) beginning on the first day following
any one of (i) the date of approval by the stockholders of the Company of an
Approved Transaction (as defined in Subsection 10(e) below); (ii) the date of a
Control Purchase (as defined in Subsection 10(e) below) or (iii) the date of a
Board Change (as defined in Subsection 10(e) below); and (b) ending on the
sixtieth day (or such other date specified in the stock option agreement)
following such date (such period herein referred to as the "Limited Right
Exercise Period"). Each Limited Right shall be exercisable during the Limited
Right Exercise Period only to the extent the related option is then exercisable,
and in no event after the termination of the related option. Limited Rights
granted under the Long-Term Plan shall be exercisable in whole or in part by
notice to the Company. Such notice shall state that the holder of the Limited
Rights elects to exercise the Limited Rights and the number of shares in respect
of which the Limited Rights are being exercised. The effective date of exercise
of a Limited Right shall be deemed to be the date on which the Company shall
have received such notice.

(c) Amount Paid Upon Exercise. Upon the exercise of Limited Rights, the
holder shall receive in cash an amount equal to the excess of the fair market
value (as determined pursuant to Subsection 7(a) above) on the date of exercise
of such Limited Rights of each share of Common Stock with respect to which such
Limited Right shall have been exercised over the option price per share of
Common Stock subject to the related option.

(d) Effect of Exercise. Upon the exercise of Limited Rights, the related
option shall be considered to have been exercised to the extent of the number of
shares of Common Stock with respect to which such Limited Rights are exercised,
and shall be considered to have been exercised to that extent for purposes of
determining the number of shares of Common Stock available for the grant of
options under the Long-Term Plan. Upon the exercise or termination of the
related option, the Limited Rights with respect to such related option shall be
considered to have been exercised or terminated to the extent of the number of
shares of Common Stock with respect to which the related option was so exercised
or terminated.

(e)Definitions. For purposes of this Section 8:

(i) An "Approved Transaction" shall mean any of the following
transactions which is outside the control of the holder of the Limited
Right: (A) any consolidation or merger of the Company in which the Company
is not the continuing or surviving corporation or pursuant to which shares
of Common Stock would be converted into cash, securities or other property,
other than a merger of the Company in which the holders of Common Stock
immediately prior to the merger have the same proportionate ownership of
common stock of the surviving corporation immediately after the merger, or
(B) any sale, lease, exchange, or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of the assets
of the Company, or (C) the adoption of any plan or proposal for the
liquidation or dissolution of the Company.

(ii) A "Control Purchase" shall mean circumstances in which any person
(as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act), corporation or other entity (other than the holder of the Limited
Right or any group which includes such holder, the Company or any employee
benefit plan sponsored by the Company or any Subsidiary) (A) shall purchase
any Common Stock (or securities convertible into the Company's Common
Stock) for cash, securities or any other consideration pursuant to a tender
offer or exchange offer, without the prior consent of the Board of
Directors, or (B) shall become the "beneficial owner" (as such term is
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing twenty-five percent (25%) or more of
the combined voting power of the then outstanding securities of the Company
ordinarily (and apart from rights accruing under special circumstances)
having the right to vote in the election of directors (calculated as
provided in paragraph (d) of such Rule 13d-3 (or any successor rule) in the
case of rights to acquire the Company's securities).

(iii) A "Board Change" shall mean circumstances in which (A) a change
in control is required to be reported under Regulation 14A (or any
successor regulation) under the Exchange Act or (B) during any period of

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twenty-seven consecutive months or less, individuals who at the beginning
of such period constitute the entire Board shall cease for any reason to
constitute a majority thereof unless the election, or the nomination for
election by the Company's stockholders, of each such new director was
approved by a vote of at least a majority of the directors then still in
office.

9. Restricted Stock Grants

The Committee may authorize, in its discretion, the grant of shares of
Common Stock to Eligible Participants pursuant to restricted stock grant
agreements in such form, and not inconsistent with the Long-Term Plan, as the
Board of Directors shall approve from time to time and shall include
substantially the following terms and conditions as the Board shall determine:

(a) Eligibility. Eligible Participants with a minimum of six (6) months of
continuous prior service to the Company at the date of grant, shall be eligible
to receive restricted stock grants in consideration of such services, in such
amounts and with such forfeiture provisions (subject to the other provisions of
this Section 9) as the Committee shall determine.

(b) Restrictions Against Disposition. Shares of Common Stock acquired by an
Eligible Participant pursuant to a restricted stock grant agreement under the
Long-Term Plan shall not be sold, transferred, or otherwise disposed of and
shall not be pledged or otherwise hypothecated, except as provided in the
restricted stock grant agreement. These restrictions on any such sale, transfer
or other disposition, or any pledge or other hypothecation shall hereinafter be
referred to as "restrictions against disposition." Certificates for all shares
issued pursuant to restricted stock grants shall be issued in the recipient's
name but shall be held in escrow by the Company, together with stock powers
executed by the recipient transferring such shares back to the Company, pending
lapse of the restrictions against disposition. For each recipient of a
restricted stock grant, the Company shall have an escrow account (the "Escrow
Account") consisting of all shares granted pursuant to restricted stock grant
agreements, plus any additional shares issued pursuant to stock dividends
thereon, minus shares as to which the restrictions against disposition have
lapsed.

(c) Termination of Service and Forfeiture of Shares. The restricted stock
grant agreements shall provide that if the recipient ceases to be employed by
the Company or any Subsidiary for any reason within six months after the date of
grant, he or she shall automatically forfeit, without receipt of any
consideration, all shares covered by the restricted stock grant agreement. After
the aforementioned six-month period, if employment terminates other than by
retirement with the consent of the Company or by death, then the shares subject
to the restricted stock grant agreement as to which the restrictions against
disposition have not lapsed, (the "Restricted Period") shall be forfeited to the
Company immediately without payment of any consideration, in accordance with the
restricted stock grant agreement.

(d) Forfeiture of Shares Upon Death or Retirement. In the event of the
death of a recipient of a restricted stock grant while an employee of the
Company or any Subsidiary, or his retirement with the consent of the Company, in
either case after the six-month period referred to in Subsection 9(c) herein,
all shares subject to any restricted stock grant shall remain the property of
the recipient or his estate, as the case may be, and the restrictions against
disposition shall lapse at the rate stated in the restricted stock grant
agreement.

(e) Voting Rights and Dividends. Recipients of restricted stock grants
shall be entitled to vote all shares covered by such grants and to receive any
dividends (except that stock dividends paid, or shares of stock issuable upon
stock splits or distributions, with respect to shares as to which restrictions
have not lapsed, shall be added to the recipient's Escrow Account and shall be
either distributed or forfeited together with the shares as to which such shares
were initially issued pursuant to stock dividends, distributions or stock
splits).

10. Anti-Dilution Provisions and Adjustments on Recapitalization

(a) Dividends, Stock Splits, etc. In the event that dividends are payable
in Common Stock or in the event there are splits, subdivisions or combinations
of shares of Common Stock, the number of shares available under the Long-Term
Plan shall be increased or decreased proportionately, as the case may be, and
the number of shares delivered upon the exercise thereafter of any stock option
or limited stock appreciation right, and the price per share with respect
thereto, shall be increased or decreased proportionately, as the case may be,
without change in the aggregate purchase price (where applicable).

A-5
<PAGE>

(b) Other Adjustments. In the event of any merger, consolidation,
reorganization or other event affecting the Company's Common Stock, an
appropriate adjustment shall be made in the total number of shares available for
Awards and in all other provisions of the Plan that include a reference to a
number of shares, and in the numbers of shares covered by, and other terms and
provisions of, outstanding Awards. The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined by the Committee in
its sole discretion.

11. Acceleration

Notwithstanding any contrary waiting period in any stock option agreement,
or any Restricted Period with respect to any shares issued pursuant to any
restricted stock grant agreement, or in the Long-Term Plan, but subject to any
determination by the Committee to provide otherwise at the time such Award is
granted or subsequent thereto, each outstanding option granted under the
Long-Term Plan shall become exercisable in full for the aggregate number of
shares covered thereby, and each share issued pursuant to a restricted stock
grant agreement shall vest and be distributed out of the Escrow Account
unconditionally on the first day following the occurrence of any of the
following: (a) the approval by the stockholders of the Company of an Approved
Transaction; (b) a Control Purchase; or (c) a Board Change.

12. Continuation of Relationship; Leave of Absence

(a) Nothing in the Long-Term Plan or any Award made hereunder shall
interfere with or limit in any way the right of the Company or of any Subsidiary
to terminate any Eligible Participant's employment or consultancy at any time,
nor confer upon any Eligible Participant any right to continue any such
relationship with the Company or Subsidiary.

(b) For purposes of the Long-Term Plan, a transfer of an employee from the
Company to a Subsidiary or vice versa, or from one Subsidiary to another, or a
leave of absence duly authorized by the Company shall not be deemed a
termination of employment or consultancy or a break in an applicable period, as
the case may be. In the case of an approved leave of absence, the Committee may
make such provisions with respect to continuance of options or forfeiture of
shares previously granted pursuant to restricted stock grant agreements while on
leave from the Company or a Subsidiary as the Committee may deem equitable.

13. General Restriction

Each Award made under the Long-Term Plan shall be subject to the
requirement that, if at any time the Committee shall determine, in its sole and
subjective discretion, that the registration, qualification or listing of the
shares subject to such Award upon a securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting or
exercise of such Award, the Company shall not be required to issue such shares
unless such registration, qualification, listing, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the
Committee. Nothing in the Long-Term Plan or any agreement or grant hereunder
shall obligate the Company to effect any such registration, qualification or
listing.

14. Rights as a Stockholder

The holder of a stock option or limited stock appreciation right shall have
no rights as a stockholder with respect to any shares covered by the stock
option or limited stock appreciation right, as the case may be, until the date
of issuance of a stock certificate to him for such shares related to the
exercise or discharge thereof.

15. Non-Assignability of Stock Options and Limited Stock Appreciation Rights

No stock option or limited stock appreciation right shall be assignable or
transferable by an Eligible Participant except by will or by the laws of descent
and distribution and, during the lifetime of an Eligible Participant, may only
be exercised by him or, in the case of disability, by a guardian or legal
representative.

16. Withholding Taxes

Whenever under the Long-Term Plan shares are to be issued in satisfaction
of stock options or limited stock appreciation rights granted thereunder, or
pursuant to restricted stock grants, the Company shall have the right to require

A-6
<PAGE>

the Eligible Participant to remit to the Company an amount sufficient to satisfy
federal, state and local withholding tax requirements prior to the delivery of
any certificate or certificates for such shares or at such later time as the
Company may determine that such taxes are due. Whenever under the Long-Term Plan
payments are made in cash, such payment shall be net of an amount sufficient to
satisfy federal, state and local withholding tax requirements.

17. Non-Exclusivity of the Plan

Neither the adoption of the Long-Term Plan by the Board of Directors nor
any provision of the Long-Term Plan shall be construed as creating any
limitations on the power of the Board of Directors (but not the Committee) to
adopt such additional compensation arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under the Long-Term Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.

18. Amendment, Suspension or Termination of the Plan

The Board of Directors (but not the Committee) may at any time amend,
alter, suspend or discontinue the Long-Term Plan, but no amendment, alteration,
suspension or discontinuation shall be made which would impair the rights of any
recipient of a stock option, limited stock appreciation right or Common Stock
pursuant to a restricted stock grant under any agreement theretofore entered
into hereunder, without his consent, or which, without the requisite vote of the
stockholders of the Company approving such action, would:

(a) except as is provided in Section 10 of the Long-Term Plan, increase the
total number of shares of stock reserved for the purposes of the Long-Term Plan;
or

(b) extend the duration of the Long-Term Plan; or

Without limiting the foregoing, the Committee may, any time or from time to
time, authorize the Company, with the consent of the respective recipients, to
issue new options in exchange for the surrender and cancellation of any or all
outstanding options.

19. Limitations on Exercise

Notwithstanding anything to the contrary contained in the Long-Term Plan,
any agreement evidencing any Award hereunder may contain such provisions as the
Committee deem appropriate to ensure that the penalty provisions of Section 4999
of the Code, or any successor thereto, will not apply to any stock or cash
received by the holder from the Company.

20. Governing Law

The Long-Term Plan shall be governed by, and construed in accordance with,
the laws of the State of Delaware.

21. Exculpation of Committee Members

Each member of the Committee and each officer and employee of the Company
shall be fully justified in relying or acting in good faith upon any information
furnished in connection with the administration of the Plan by any appropriate
person or persons other than such person. In no event shall any person who is or
shall have been a member of the Committee or an officer or employee of the
Company be held liable for any determination made or other action taken or any
omission to act in reliance upon any such information, or for any action
(including the furnishings of information) taken or any failure to act, if in
good faith.

22. Finality of Determinations

Each determination, interpretation, or other action made or taken pursuant
to the provisions of the Plan by the Committee shall be final and shall be
binding and conclusive for all purposes.

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<PAGE>

PROXY

PRELIMINARY COPY -- SUBJECT TO COMPLETION
MARCH 7, 1997

RICHTON INTERNATIONAL CORPORATION

PROXY SOLICITED BY THE BOARD OF DIRECTORS

For the Annual Meeting of Stockholders called for April 28, 1997

The undersigned hereby appoints CORNELIUS F. GRIFFIN and FRED R. SULLIVAN and
each of them as proxies with full power of substitution to represent the
undersigned at the Annual Meeting of Stockholders of RICHTON INTERNATIONAL
CORPORATION (the "Company"), to be held on April 28, 1997 at 11:00 a.m., at the
American Stock Exchange, 86 Trinity Place, New York, New York, or at any
adjournments or postponements thereof, and to vote in the name and on behalf of
the undersigned all shares which the undersigned would be entitled to vote as
fully and with the same effect as the undersigned might do if personally
present.

Election of two directors for a three-year term.

Nominees: Stanley J. Leifer
Donald A. McMahon

You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations.

PLEASE SIGN AND DATE THIS CARD ON THE REVERSE SIDE

<PAGE>

Please mark your
[X] votes as in this
example

This proxy, when properly executed, will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR the election of the
directors and FOR Items 2, 3 and 4.

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

The Board of Directors recommends a vote FOR the election of the directors
and FOR Items 2, 3 and 4 below.

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

FOR WITHHELD FOR AGAINST ABSTAIN

1. Election of [ ] [ ] For, except vote withheld from 2. Adoption of amendment [ ] [ ] [ ]
Directors the following nominee: to the Company's
(See Reverse) _______________________________ Certificate
of Incorporation

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

3. Adoption of amendment to [ ] [ ] [ ]
the Company's 1990
Long-Term Incentive Plan

4. Ratification of appointment [ ] [ ] [ ]
of the Independent Auditors

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

The proxies are hereby authorized to vote in their
discretion upon such other matters as may properly come
before the meeting and any adjournments or
postponements thereof.

DATE ___________________________________________ , 1997

SIGNATURE(S)___________________________________________

_______________________________________________________

Note: Please sign exactly as your name appears hereon.
Joint owners should each sign. When signing as
an attorney, executor, administrator, trustee or
guardian, please give full title as such.

</TABLE>