SOLIGEN TECHNOLOGIES INC, DEF 14A, 2000-07-24

SOLIGEN TECHNOLOGIES INC
DEF 14A, 2000-07-24
NONFERROUS FOUNDRIES (CASTINGS)

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United States Securities and Exchange Commission
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement. [ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2).
</TABLE>

[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Under Rule 14a-12.

SOLIGEN TECHNOLOGIES, INC.
-------------------------------------------------------------------------------

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

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

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

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registrant 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:

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SOLIGEN TECHNOLOGIES, INC.
19408 LONDELIUS STREET
NORTHRIDGE, CA 91324

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 25, 2000

TO ALL SHAREHOLDERS OF SOLIGEN TECHNOLOGIES, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of SOLIGEN
TECHNOLOGIES, INC. (the "Company"), will be held on Friday, August 25, 2000, at
11:00 a.m., PDT, at the Chatsworth Hotel, 9777 Topanga Canyon Boulevard,
Chatsworth, California 91311 for the following purposes:

1(a). To elect four directors to serve until the next Annual
Meeting of Shareholders or until their successors are duly elected and
qualified;

1(b). With respect to the Series B Redeemable Convertible Preferred
Stock Shareholders only, to elect one director to serve until the next
Annual Meeting of Shareholders or until his successor is duly elected and
qualified;

2. To approve an amendment to the Company's 1993 Stock Option Plan
to increase the aggregate number of shares of the Company's Common Stock
available for issuance thereunder from 5,000,000 to 6,500,000;

3. To confirm the appointment of Singer Lewak Greenbaum &
Goldstein LLP as independent public accountants for the fiscal year
ending March 31, 2001; and

4. To consider and act upon any other matter as may properly come
before the meeting or any adjournment thereof.

Only holders of record of Common Stock and holders of record of Series B
Redeemable Convertible Preferred Stock of the Company at the close of business
on July 10, 2000 are entitled to notice of and to vote at the Annual Meeting of
Shareholders or any adjournment thereof.

All shareholders are cordially invited to attend the Annual Meeting in
person. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN ACCORDANCE WITH THE
INSTRUCTIONS ON THE PROXY CARD. YOU MAY REVOKE THE PROXY CARD ANY TIME PRIOR TO
ITS USE. A PRE-PAID, PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
Your shares will be voted at the meeting in accordance with your proxy. If you
attend the meeting, you may revoke your proxy and vote in person.

By Order of the Board of Directors,
/s/ YEHORAM UZIEL
------------------------------------
Yehoram Uziel
PRESIDENT, CEO, DIRECTOR AND
CHAIRMAN OF THE BOARD
Northridge, California
July 19, 2000

<PAGE>

SOLIGEN TECHNOLOGIES, INC.

PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 25, 2000

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

SOLICITATION AND REVOCATION OF PROXIES

This Proxy Statement and the accompanying Annual Report to Shareholders,
Notice of Annual Meeting, and proxy card (the "Proxy Card") are being furnished
to the holders (collectively, the "Shareholders") of the common stock (the
"Common Stock") and the Series B Redeemable Convertible Preferred Stock (the
"Preferred Stock") of Soligen Technologies, Inc., a Wyoming corporation (the
"Company"), in connection with the solicitation of proxies by the Company's
Board of Directors for use at the Company's 2000 Annual Meeting of Shareholders
to be held on Friday, August 25, 2000, at 11:00 a.m., PDT, at the Chatsworth
Hotel, 9777 Topanga Canyon Boulevard, Chatsworth, CA 91311, and any adjournment
thereof (the "Meeting").

Only Shareholders of record at the close of business on July 10, 2000
will be entitled to notice of and to vote at the Meeting. This Proxy Statement
and the accompanying materials are being mailed on or about July 25, 2000 to all
Shareholders entitled to notice of and to vote at the Meeting. The Annual Report
of the Company for the fiscal year ended March 31, 2000 is being mailed to
Shareholders of record together with the mailing of this Proxy Statement. The
address and phone number of the Company's principal executive office is:

19408 Londelius Street
Northridge, California 91324 USA
Phone (818) 718-1221

The two persons named as proxies on the enclosed Proxy Card, Yehoram
Uziel and Robert Kassel, were designated by the Board of Directors of the
Company. All properly executed Proxy Cards will be voted (except to the extent
that authority to vote has been withheld or revoked) and where a choice has been
specified by the Shareholder as provided in the Proxy Card, it will be voted in
accordance with the specification so made. Proxy Cards submitted without
specification will be voted FOR Proposal No. 1(a) to elect the four nominees for
directors proposed by the Board of Directors and FOR Proposal No. 1(b) to elect
the Preferred Stock nominee for director proposed by the Board of Directors; FOR
Proposal No. 2 to approve the proposed amendment to the 1993 Stock Option Plan,
and FOR Proposal No. 3 to confirm the selection of Singer Lewak Greenbaum &
Goldstein LLP as independent public accountants for the Company for the fiscal
year ending March 31, 2001.

Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use, either by written notice filed with
the Secretary or the acting secretary of the Meeting or by voting in person at
the Meeting. Shares represented by valid Proxy Cards in the form enclosed,
received in time for use at the Meeting and not revoked at or prior to the
Meeting, will be voted at the Meeting. The presence, in person or by proxy, of
the holders of a majority of the outstanding shares of the Company's Common
Stock is necessary to constitute a quorum at the Meeting.

VOTING AT THE MEETING

The Common Stock and the Preferred Stock constitute the classes of
securities of the Company entitled to notice of and to vote at the Meeting. In
accordance with the Company's Bylaws, the stock transfer records were compiled
at the close of business on July 10, 2000, the record date set by the Board of
Directors for determining the Shareholders entitled to notice of and to vote at
the Meeting and any adjournment thereof. On that date, there were 36,383,054
shares of Common Stock and 8,425,000 shares of Preferred Stock outstanding and
entitled to vote.

Each share of Common Stock and each share of Preferred Stock outstanding
on the record date are entitled to one vote per share at the Meeting. Shares
registered in the name of brokers and other "street name" nominees for which
proxies are voted on some but not all matters will be considered to be voted
only as to those matters actually voted, and will not be considered "shares
present" as to matters with respect to which a beneficial holder has not
provided voting instructions (commonly referred to as "broker non-votes"). For
purposes of determining the

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existence of a quorum, abstentions from voting identified as such on the Proxy
Card and broker non-votes are treated as present at the Meeting. If a quorum is
present at the Meeting: (i) the four nominees for election as directors who
receive the greatest number of votes cast for the election of directors shall be
elected directors; (ii) the one Preferred Stock nominee will be elected if he
receives a majority of the Preferred Stock votes cast provided the presence, in
person or by proxy, of the holders of a majority of the outstanding shares of
the Preferred Stock is at the Meeting; (iii) Proposal No. 2 to amend the
Company's 1993 Stock Option Plan to increase the aggregate number of shares of
Common Stock that may be issued hereunder to 6,500,000 shares will be approved
if a majority of the number of shares of Common Stock and Preferred Stock
present in person or represented by proxy at the Meeting and entitled to vote
are voted in favor of the proposal; and (iii) Proposal No. 3 to confirm the
selection of Singer Lewak Greenbaum & Goldstein LLP as independent public
accountants for the Company for the fiscal year ending March 31, 2001 will be
approved if the number of votes which are cast in favor of the proposal exceeds
the number of votes which are cast against it.

Shareholders do not have the right to cumulate their votes in an election
of directors. With respect to the election of directors, directors are elected
by a plurality of the votes cast, and only votes cast in favor of a nominee will
have an effect on the outcome. Therefore, abstention from voting or broker
non-votes will have no effect thereon. With respect to voting on Proposal No. 2,
abstentions from voting will have the same effect as voting against the proposal
and broker non-votes will have no effect thereon. With respect to voting on
Proposal No. 3, abstention from voting and broker non-votes will have no effect
thereon.

The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company.
Solicitation of proxies by mail may be supplemented by telephone, telecopier, or
personal solicitation by the directors, officers or employees of the Company,
who will not be compensated for any such solicitation. Brokers, nominees and
fiduciaries will be reimbursed for out-of-pocket expenses incurred in obtaining
proxies or authorizations from the beneficial owners of the Company's Common
Stock and Preferred Stock.

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PROPOSAL NO. 1(A)

ELECTION OF DIRECTORS BY COMMON
AND PREFERRED SHAREHOLDERS

In accordance with the Company's Bylaws, the Board of Directors shall
consist of no less than three and no more than seven directors, the specific
number to be determined by resolution adopted by the Board of Directors. The
Board of Directors has set the number of directors at five, of which one is
elected by the holders of Preferred Stock. Directors are elected on an annual
basis, and each director is to serve until the next Annual Meeting of
Shareholders or until his or her successor is duly elected and qualified.

The Board of Directors has nominated each of the persons named below to
be elected to serve as a director:

Yehoram Uziel
Dr. Mark W. Dowley
Kenneth T. Friedman
Patrick J. Lavelle

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF YEHORAM UZIEL, DR. MARK W. DOWLEY, KENNETH T. FRIEDMAN, AND PATRICK J.
LAVELLE AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR THE
ELECTION OF EACH SUCH NOMINEE UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON
THE PROXY CARD.

All of the nominees named above have consented to serve as directors for
the ensuing year. The Board of Directors has no reason to believe that any of
the nominees named above will be unable to serve as a director. In the event of
the death or unavailability of any of the nominees named above, the proxy
holders will have discretionary authority under the Proxy Card to vote for a
suitable substitute nominee as the Board of Directors may recommend. Proxies may
not be voted for more than four (4) nominees.

Certain information about each of the persons nominated by the Board of
Directors is set forth under the heading "Management" in this Proxy Statement.

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PROPOSAL NO. 1(B)

ELECTION OF DIRECTOR BY PREFERRED SHAREHOLDERS

The Board of Directors has nominated David F. Hadley to be elected to
serve as a director.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE PREFERRED STOCK SHAREHOLDERS
VOTE FOR THE ELECTION OF DAVID F. HADLEY AS DIRECTOR, AND PROXIES SOLICITED BY
THE BOARD WILL BE VOTED FOR THE ELECTION OF SUCH NOMINEE UNLESS A PREFERRED
STOCK SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY CARD.

The nominee named above has consented to serve as a director for the
ensuing year. The Board of Directors has no reason to believe that such nominee
will be unable to serve as a director. In the event of the death or
unavailability of the nominee named above, the Preferred Stock Shareholders have
the authority to approve a suitable substitute nominee by a majority of the then
outstanding shares of Preferred Stock. Proxies may not be voted for more than
the one (1) nominee.

Certain information regarding David F. Hadley is set forth under the
heading "Management" in this Proxy Statement.

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PROPOSAL NO. 2

AMENDMENT TO THE 1993 STOCK OPTION PLAN TO
INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE

The Board of Directors has approved an amendment to the Company's 1993
Stock Option Plan (the "Plan") to increase by one million five hundred thousand
(1,500,000) the number of shares of Common Stock which may be issued pursuant to
the Plan from 5,000,000 to 6,500,000 shares. For a summary description of the
Plan, SEE "1993 Stock Option Plan Summary." The Plan was adopted by the Board of
Directors on February 17, 1993, and subsequently amended on March 26, 1993. As
amended, the Plan was approved by the Company's Shareholders on February 16,
1994. The Plan was subsequently amended to increase the number of shares from
2,000,000 to 3,500,000, which amendment was approved by the Shareholders on July
21, 1995. The Plan was later amended to increase the number of shares of Common
Stock subject to the Plan from 3,500,000 to 5,000,000, which was approved by the
Shareholders on September 19, 1997. Of the 5,000,000 shares available for
issuance under the Plan, 740,000 shares remained available as of March 31, 2000.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL
OF THE PROPOSED AMENDMENT TO THE PLAN, AND PROXIES SOLICITED BY THE BOARD WILL
BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE
PROXY CARD.

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PROPOSAL NO. 3

CONFIRMATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has selected Singer Lewak Greenbaum & Goldstein
LLP, independent public accountants, to audit the financial statements of the
Company for the fiscal year ending March 31, 2001. This selection is being
submitted for confirmation by the Shareholders at the Meeting. If not confirmed,
this selection will be reconsidered by the Board of Directors, although the
Board of Directors will not be required to select different independent public
accountants for the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
CONFIRMATION OF THE SELECTION OF SINGER LEWAK GREENBAUM & GOLDSTEIN LLP AS THE
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH
31, 2001, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF
UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY CARD.

Representatives of Singer Lewak Greenbaum & Goldstein LLP are expected to
be present at the Meeting, will have an opportunity to make a statement if they
so desire, and will be available to respond to appropriate questions from
Shareholders. Neither Singer Lewak Greenbaum & Goldstein LLP nor any partner
thereof has any direct financial interest in the Company.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

COMMON STOCK

The following table sets forth, as of July 3, 2000, certain information
furnished to the Company with respect to ownership of the Company's Common Stock
of (i) each director and director nominee, (ii) the Chief Executive Officer and
each of the four other most highly compensated executive officers of the Company
determined as at the end of the Company's last fiscal year whose total annual
salary and bonus for such fiscal year exceeded $100,000, and any former officers
for whom disclosure under this item would have been provided except for the fact
that the individual was not serving as an executive officer at the end of such
fiscal year, (iii) all persons known by the Company to be beneficial owners of
more than 5% of its Common Stock and (iv) all executive officers and directors
of the Company as a group.

Yehoram Uziel (2) (3)
19408 Londelius Street
Northridge, CA 91324.............................................................. 9,938,202 27.0%

Dr. Mark W. Dowley (4)
3281 Scott Blvd.
Santa Clara, CA 95054............................................................. 672,500 1.8%

Kenneth T. Friedman (5)
23512 Malibu Colony Dr.
Malibu, CA 90265.................................................................. 1,850,750 4.9%

David F. Hadley (6)
3601 Aviation Blvd., #1350
Manhattan Beach, CA 90266........................................................ 884,984 2.4%

Patrick J. Lavelle (7)
131 Bloor St. West, Suite 801
Toronto, Ontario, Canada M5S 1S3.................................................. 50,000 *

William Spier (8)
444 Madison Avenue, 38th Floor
New York, NY 10022................................................................ 805,5000 2.2%

NAMED EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Amir Gnessin (9)
19408 Londelius Street
Northridge, CA 91324.............................................................. 384,769 1.0%

5% BENEFICIAL OWNERS

Charles W. Lewis (2) (10)
19408 Londelius Street
Northridge, CA 91324.............................................................. 2,282,045 6.3%
</TABLE>

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SHARES OF COMMON STOCK
BENEFICIALLY OWNED (1)
-------------------------
PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF CLASS
----------------------------------- ------------- ----------
<S> <C> <C>
ICM Asset Management, Inc. (11) (12)
W. 601 Main Avenue, Suite 600
Spokane, WA 99201................................................................. 4,418,485 12.1%

James M. Simmons (11) (13)
W. 601 Main Avenue, Suite 600
Spokane, WA 99201................................................................. 4,418,485 12.1%

Koyah Leverage Partners, L.P. (11) (14)
W. 601 Main Avenue, Suite 600
Spokane, WA 99201................................................................. 2,550,398 6.9%

Koyah Ventures, LLC (11) (15)
W. 601 Main Avenue, Suite 600
Spokane, WA 99201................................................................. 3,225,086 8.9%

All executive officers and directors
as a group (9 persons) (16)....................................................... 16,957,596 41.7%
</TABLE>

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* Less than one percent

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes voting and investment
power with respect to shares. Except as otherwise indicated, the
stockholders identified in this table have sole voting and investment
power with regard to the shares shown as beneficially owned by them.
Shares of Common Stock subject to options, warrants or Preferred Stock
currently exercisable or convertible within 60 days of July 16, 2000 are
deemed outstanding for computing the percentage ownership of the person
holding such options, warrants or Preferred Stock, but are not deemed
outstanding for computing the percentage of any other person. Applicable
percentage of ownership is based on 36,383,054 shares issued and
outstanding plus the options, warrants and Preferred Stock exercisable or
convertible within 60 days of the date of this Proxy Statement.

(2) On April 15, 1993, the Company merged with Soligen, Inc., a Delaware
Corporation ("Soligen"), in a reverse acquisition transaction (the
"Acquisition"). Pursuant to a share exchange agreement, the Company
acquired all of the issued and outstanding shares of Soligen in
consideration of the issuance of 11,600,000 shares of the Company's
Common Stock to the former shareholders of Soligen. Out of this total,
9,750,000 shares were placed in escrow pursuant to an Escrow Agreement,
allocated as follows:

NAME OF RECIPIENT ESCROW SHARES
------------------ --------------
Yehoram Uziel............................ 5,771,464
Adam Cohen............................... 1,788,589
Charles Lewis............................ 1,702,447
MIT...................................... 487,500

Totals................................... 9,750,000

As originally executed, the terms and conditions of the Escrow
Agreement were prescribed by the policies of the British Columbia
Securities Commission and were issued under its Local Policy 3-07. The
escrow shares are held by the Company's registrar and transfer agent
pursuant to the terms of the Escrow Agreement. Prior to an Amendment
dated March 25, 1998 (the "Amendment"), the Escrow Agreement provided for
the release of one escrow share for each $0.41 Cdn. in net "cash flow"
(as defined in the Escrow Agreement) earned by the Company during the
period beginning November 1,

<PAGE>

1993 and ending October 31, 1998. The Escrow
Agreement further provided that, if the Company earned net "cumulative
cash flow" (as defined in the Escrow Agreement) of approximately Cdn.
$4,000,000 or U.S. $3,050,000 during the five year earn-out period,
all of the escrow shares would be "earned out" and thereby released from
escrow. Any shares not released from escrow at the end of the five year
earn out period would have been cancelled.

The Amendment, which was approved at the 1995 Annual Meeting of the
Company's stockholders, provided that the "earn out" period was to be
extended for an additional five years and that all shares not previously
released from escrow were to be released ten years after the date of
issuance. In March 1998, the Company received approval of the Amendment
from the British Columbia Securities Commission, and the Amendment was
executed and is presently in effect.

The Escrow Agreement further provides that the escrow shares will
not be traded in, dealt with in any manner whatsoever or released, nor
may the Company, its transfer agent or the escrow shareholder make any
transfer or record any trading in such shares without the consent of the
Canadian Venture Exchange (the "CDNX"), formally the Vancouver Stock
Exchange. In addition, the Escrow Agreement provides that the escrow
shares may not be voted on a resolution to cancel any of the escrow
shares. Subject to this exception, the escrow shares have no voting
restrictions. The Escrow Agreement also provides that the escrow shares
may not participate in the assets and property of the Company on a
winding up or dissolution of the Company.

In connection with Mr. Cohen's resignation, the CDNX consented to
Yehoram Uziel's purchase of all of Mr. Cohen's escrow shares, which
purchase was consummated on May 30, 1996.

(3) Includes options to purchase 90,000 shares of Common Stock and warrants
to purchase 344,328 shares of Common Stock that are exercisable within 60
days of the date of this Proxy Statement.
(4) Includes options to purchase 75,000 shares of Common Stock, warrants to
purchase 107,500 shares of Common Stock and Preferred Stock convertible
into 250,000 shares of Common Stock that are exercisable or convertible,
as the case may be, within 60 days of this Proxy Statement.
(5) Includes options to purchase 300,000 shares of Common Stock, warrants to
purchase 845,000 shares of Common Stock and Preferred Stock convertible
into 375,000 shares of Common Stock that are exercisable or convertible,
as the case may be, within 60 days of this Proxy Statement.
(6) Includes warrants to purchase 204,250 shares of Common Stock and
Preferred Stock convertible into 475,000 shares of Common Stock that are
exercisable or convertible, as the case may be, within 60 days of this
Proxy Statement. Also included are warrants to purchase 205,734 shares of
Common Stock owned of record by D.F. Hadley & Co., Inc.
(7) Includes options to purchase 50,000 shares of Common Stock that are
exercisable within 60 days of the date of this Proxy Statement.
(8) Includes options to purchase 40,000 shares of Common Stock and warrants
to purchase 399,500 shares of Common Stock that are exercisable within 60
days of the date of this Proxy Statement. Mr. Spier declined to stand for
re-election as a director to the Board of Directors with the termination
of his directorship to be effective as of the expiration of his current
term as a director.
(9) Includes options to purchase 364,000 shares of Common Stock and warrants
to purchase 20,769 shares of Common Stock that are exercisable within 60
days of the date of this Proxy Statement.
(10) Includes warrants to purchase 12,115 shares of Common Stock that are
exercisable within 60 days of this Proxy Statement.
(11) Identified as part of a "group" sharing beneficial ownership of Common
Stock in accordance with Section 240.13d-1(b)(1)(ii)(J). Information is
based on a Schedule 13G filed with the SEC on February 9, 2000 and
amended by Amendment No. 1 and Amendment No. 2 to Schedule 13G, both
amendments filed with the SEC on February 11, 2000, by ICM Asset
Management, Inc., James M. Simmons, Koyah Leverage Partners, L.P. and
Koyah Ventures, LLC. Includes warrants to purchase shares of Common Stock
and Preferred Stock convertible into shares of Common Stock that are
exercisable within 60 days of this Proxy Statement.
(12) Includes sole dispositive and voting power of 276,599 shares and shared
voting and dispositive power of 4,141,886 shares.
(13) Includes sole dispositive and voting power of 200,000 shares and shared
voting and dispositive power of 4,218,485 shares.
(14) Includes sole dispositive and voting power of 2,550,398 shares.

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<PAGE>

(15) Includes shared voting and dispositive power of 3,225,086 shares.
(16) Includes options and warrants to purchase and Preferred Stock convertible
into 4,242,042 shares of Common Stock that are exercisable or
convertible, as the case may be, within 60 days of the date of this Proxy
Statement.

PREFERRED STOCK

The following table sets forth, as of July 3, 2000, certain information
furnished to the Company with respect to ownership of the Company's Preferred
Stock of (i) each director and director nominee, (ii) the Chief Executive
Officer and each of the four other most highly compensated executive officers of
the Company determined as at the end of the Company's last fiscal year whose
total annual salary and bonus for such fiscal year exceeded $100,000, and any
former officers for whom disclosure under this item would have been provided
except for the fact that the individual was not serving as an executive officer
at the end of such fiscal year, (iii) all persons known by the Company to be
beneficial owners of more than 5% of its Preferred Stock and (iv) all executive
officers and directors of the Company as a group.

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SHARES OF PREFERRED
STOCK BENEFICIALLY OWNED(1)
---------------------------
PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER CLASS
------------------------------------ ------------ ------------
<S> <C> <C>
DIRECTORS

Dr. Mark W. Dowley
3281 Scott Blvd.
Santa Clara, CA 95054.............................................................. 250,000 3.0%

Kenneth Friedman
23512 Malibu Colony Dr.
Malibu, CA 90265................................................................... 375,000 4.5%

David F. Hadley
3601 Aviation Blvd., #1350
Manhattan Beach, CA 90266.......................................................... 475,000 5.6%

5% BENEFICIAL OWNERS

Kevin B. Allen
360 S. Monroe Street
Denver, CO 80209................................................................... 575,000 6.8%

Jeffrey D. Bennis
5570 Preserve Drive
Greenwood Village, CO 80121........................................................ 575,000 6.8%

W.B. Hoffman, Inc.
1908 Boundary Drive
Santa Barbara, CA 93108............................................................ 1,250,000 14.8%

Koyah Leverage Partners, L.P.
W. 601 Main Avenue, Suite 600
Spokane, WA 99201.................................................................. 550,000 6.5%

Monroe M. Rifkin
360 S. Monroe Street
Denver, CO 80209................................................................... 600,000 7.1%

All executive officers and directors
as a group (9 persons)............................................................. 1,100,000 13.1%
</TABLE>

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(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes voting and investment
power with respect to shares. Except as otherwise indicated, the
stockholders identified in this table have sole voting and investment
power with regard to the shares shown as beneficially owned by them.
Applicable percentage of ownership is based on 8,425,000 shares issued
and outstanding as of the date of this Proxy Statement.

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<PAGE>

MANAGEMENT

BOARD OF DIRECTORS

The names of the Company's current directors and certain information
about them are set forth below:

POSITION
NAME OF NOMINEE AGE POSITION(S) WITH THE COMPANY HELD SINCE
----------------- ----- ------------------------------------------ -----------
<S> <C> <C> <C>
Yehoram Uziel............................... 49 President, CEO, Director, and Chairman 1993
of the Board of Directors

Dr. Mark W. Dowley.......................... 67 Director 1993

Kenneth T. Friedman......................... 43 Director 1996

David F. Hadley............................. 35 Director 2000

Patrick J. Lavelle.......................... 61 Director 1994

William Spier............................... 65 Director 1999
</TABLE>

YEHORAM UZIEL has served as President and Director of the Company since
April 1993. Mr. Uziel has served as Chief Executive Officer and Chairman of the
Board of the Company since May 1993. Mr. Uziel served as the Company's Chief
Financial Officer from May 20, 1996 to July 29, 1996. Mr. Uziel has also served
as President and Chief Executive Officer of Soligen, Inc. ("Soligen"), a wholly
owned subsidiary of the Company from October 1991 to present. From January 1989
to January 1992, he was Vice President of Engineering at 3D Systems, Inc., a
rapid prototyping manufacturer based in Valencia, California. Mr. Uziel received
a B.Sc. degree in Mechanical Engineering from the Technion Institute of
Technology in Israel.

DR. MARK W. DOWLEY has served as a director of the Company since July
1993. Dr. Dowley is Chairman of DPSS Lasers Inc., a privately held manufacturer
of UV solid state lasers for commercial application. Dr. Dowley served as
President and Chairman of LiCONiX, a manufacturer of helium-cadmium lasers based
in Santa Clara, California from 1972 to 1998. He served as a director of LEOMA
(Lasers & Electro Optical Manufacturers Association) for four years and has
served as a member of the Executive Committee of the Silicon Valley Council of
the American Electronics Association. He also served as Chairman of the
Engineering Council of the Optical Society of America from 1996 to 1998.

KENNETH T. FRIEDMAN has served as a director of the Company since
September 1996. Mr. Friedman is Managing Director of Rosetta Partners, a
merchant banking firm with offices in Los Angeles and New York, which
specializes in providing investment banking services and private equity to
emerging growth and middle market companies. Prior to Rosetta Partners, Mr.
Friedman was President and founder of Friedman Enterprises, an investment bank
that specialized in advising on mergers and acquisitions and in raising debt and
equity capital. From 1986 to 1990, Mr. Friedman was President, founder, and a
member of the board of directors of Houlihan, Lokey, Howard & Zukin Capital, a
middle market investment bank. Prior to, and simultaneous with such position,
Mr. Friedman was also a Managing Director and a member of the board of directors
of Houlihan, Lokey, Howard & Zukin, Inc., a financial advisory company. Mr.
Friedman received his MBA from Harvard Business School.

DAVID F. HADLEY has served as a director of the Company since January
2000. Mr. Hadley is the founder and president of D.F. Hadley & Co., Inc.
("DFH&Co"), a boutique financial services firm that provides consulting,
investment banking and advisory services to emerging growth companies in the
western United States. DFH&Co is a member of the National Association of
Securities Dealers. Prior to founding DFH&Co in August 1999, Mr. Hadley was a
managing director in the global investment banking group of BT Alex Brown Inc.,
focusing on the media and communications sector. Mr. Hadley was employed by
subsidiaries of Bankers Trust Corporation from 1986 to June 1999. He received
his MSc. in Economic History from the London School of Economics and his A.B.
from Dartmouth College. Mr. Hadley is also a member of the board of directors of
Aura Systems, Inc. and MotionTV, Inc.

PATRICK J. LAVELLE has served as a director of the Company since
September 1994. Mr. Lavelle was appointed Chairman of the Export Development
Corporation by the Prime Minister of Canada on January 1, 1998 after serving

12
<PAGE>

a three-year term as Chairman of the Board of the Business Development Bank of
Canada. Mr. Lavelle has been the Chairman and Chief Executive Officer of Patrick
J. Lavelle and Associates, a management firm, from 1991 to the present. From
1991 to 1995, Mr. Lavelle was Chairman and Chief Executive Officer of the
Canadian Council for Aboriginal Business. Mr. Lavelle is Chairman of the Bay of
Spirits Gallery, a member of the Advisory Board of the International MBA program
at York University and a director of Revenues Properties, Co. Previously, Mr.
Lavelle was Vice President, Corporate Development at Magna International, Inc.,
a leading automotive parts manufacturer, where he oversaw business relations
with Japanese and other Pacific Rim auto producers. Mr. Lavelle also served as
President of the Automotive Parts Manufacturers' Association of Canada.
Previously, he held the position of Deputy Minister of Industry, Trade and
Technology for the Province of Ontario and was simultaneously First Secretary of
the Premier's Council and a Senior Advisor to the Planning and Priorities Board
of Cabinet. Mr. Lavelle also served as Agent General for the Government of
Ontario in Paris, France.

WILLIAM SPIER has served as director of the Company since July 1999. Mr.
Spier retired in 1982, as Vice Chairman of Salomon Inc. Mr. Spier served as
Acting Chief Executive Officer of Integrated Technologies, Inc. from November
1997 until September 1999, at which time the company acquired Empire Resources,
Inc. Mr. Spier has served as Chairman of the Board of Empire Resources, Inc.,
since September 1999. Mr. Spier served as Chairman and Chief Executive Officer
of DeSoto, Inc., from 1991 to 1996. Mr. Spier is also a director of Keystone
Consolidated Industries, Inc. and Moto Guzzi, Inc.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS

During the fiscal year ended March 31, 2000 the Board of Directors held
ten (10) meetings and did not take any action pursuant to unanimous written
consents.

During the fiscal year ended March 31, 2000, the Audit Committee
consisted of Dr. Mark W. Dowley, Kenneth T. Friedman, Patrick Lavelle, and
William Spier. The Audit Committee reviews with the Company's independent
auditors the scope, results and costs of the annual audit, and the Company's
accounting policies and financial reporting. The Audit Committee did not meet
during the fiscal year ended March 31, 2000.

The 1993 Stock Option Plan Administrative Committee consisting of Dr.
Mark W. Dowley, Kenneth T. Friedman, Patrick Lavelle and William Spier
("Administrative Committee"), did not meet during the fiscal year ended March
31, 2000. The Administrative Committee was established to administer the
Company's 1993 Stock Option Plan on behalf of the Board of Directors in
accordance with the terms thereof.

The Compensation Committee, which met twice in the fiscal year ended
March 31, 2000, consists of Dr. Mark W. Dowley, Kenneth T. Friedman, Patrick J.
Lavelle and William Spier. The Compensation Committee was established to review
and approve the salaries and other benefits of the executive officers of the
Company. In addition, the Compensation Committee consults with the Company's
management regarding other benefits plans and compensation policies and
practices of the Company.

The Board of Directors does not have a nominating committee.

13
<PAGE>

EXECUTIVE OFFICERS

The names of, and certain information regarding, the executive officers
of the Company are set forth below. Officers of the Company are appointed by the
Board of Directors of the Company at the Annual Meeting of the Board of
Directors to hold office until their successors are elected and qualified.
Officers serve at the discretion of the Board of Directors.

<TABLE>
<CAPTION>
POSITION
NAME AGE POSITION(S) HELD SINCE
------- ----- ----------------------------------------------- -----------
<S> <C> <C> <C>
Yehoram Uziel................................. 49 President and Chief Executive Officer 1996

Robert Kassel................................. 73 Chief Financial Officer and Chief
Administrative Officer 1996

Charles W. Lewis.............................. 49 Vice President, Soligen, Inc. 1992

Amir Gnessin.................................. 41 Vice President of Engineering, Soligen, Inc. 1994
</TABLE>

For information on the business background of Mr. Uziel, SEE "BOARD OF
DIRECTORS" above.

Robert Kassel was appointed Chief Administrative Officer in May 1996 and
Chief Financial Officer in July 1996. From 1993 to 1996, Mr. Kassel worked as an
independent consultant. During 1994, Mr. Kassel also served as Manufacturing
Manager for G & H Technologies. Mr. Kassel served as Operations Officer for
Ceradyne, a manufacturer of advanced technical products, from 1989 to 1993. From
1979 to 1988, Mr. Kassel worked as Division General Manager for SFE
Technologies, which manufactures multi-layer capacitors and EMI-RFI filters for
telecommunications, computers and industrial controls. Mr. Kassel was the
Division Vice-President for William House Regency, a manufacturer of paper
products, from 1972 to 1979.

Charles W. Lewis served as Vice President of Operations of the Company
from July 1993 to July 1995. Mr. Lewis has served as Vice President of the
Company's subsidiary, Soligen, Inc., from 1992 to present. Mr. Lewis also served
as Secretary of Soligen, Inc. from 1992 to 1993. From 1991 to 1992, he was
Director of Engineering for BHK Inc., a manufacturer of scientific arc lamps
which is based in Pomona, California. From 1986 to 1991, Mr. Lewis was Program
Manager for 3D Systems, Inc., a rapid prototyping firm based in Valencia,
California. Mr. Lewis received a B.A. in Physics from the University of
California, San Diego.

Amir Gnessin has served as Vice President of Engineering of Soligen, Inc.
from April 1994 to present. Mr. Gnessin joined the Company in August 1992 as a
Senior Mechanical Engineer and was promoted to Mechanical Team Leader in
February 1993. From 1989 to 1992, Mr. Gnessin worked as a design engineer and
manager at Optrotech, Inc., a manufacturer of inspection equipment for the
printed circuit board industry that is based in Israel. Mr. Gnessin received a
B.S. in Mechanical Engineering from the Technion Institute of Technology in
Israel.

No family relationship exists among any directors or executive officers
of the Company or the nominees for election to the Company's Board of Directors.

14
<PAGE>

COMPENSATION

COMPENSATION OF NAMED EXECUTIVE OFFICERS

The following table discloses certain summary information concerning
compensation awarded to, earned by or paid to the executive officers of the
Company whose salaries and bonuses exceeded $100,000 for the Company's fiscal
years ended March 31, 2000, March 31, 1999 and March 31, 1998 (the "named
executive officers").

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------- --------------
SECURITIES ALL OTHER
FISCAL SALARY UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) OPTIONS (#) ($)
--------------------------- ------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Yehoram Uziel, President, 2000 125,000 -- 4,268(3)
CEO, Director and Chairman 1999 125,000 250,000(1)
of the Board of the Company; 250,000(2)
President and CEO, 1998 125,000 --
Soligen, Inc.

Amir Gnessin, Vice President 2000 120,000 -- 505(4)
of Engineering, Soligen, Inc. 1999 120,000 150,000(1)
400,000(2)
300,000
1998 120,000 --
</TABLE>

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

(1) Options cancelled and replacement options issued during fiscal 1999.

(2) Options issued during fiscal 1999 upon cancellation of previously issued
options.

(3) Consists of interest paid on monies loaned to the company and when
salaries were voluntarily deferred.

(4) Consists of interest paid when salaries were voluntarily deferred.

No stock options or stock appreciation rights were exercised by executive
officers of the Company during the fiscal year ended March 31, 2000. No
executive officer received a bonus in the fiscal year ended March 31, 2000.

The Company had no long-term incentive plan for the fiscal year ended
March 31, 2000. The Company has no employment contracts, no termination of
employment agreements, and no change of control agreements with any named
executive officer.

15
<PAGE>

COMPENSATION OF DIRECTORS

Other than options granted under the Company's 1993 Stock Option Plan, as
amended, none of which were issued to the directors of the Company in the fiscal
year ended March 31, 2000, the directors received no compensation for serving as
directors of the Company. The Company reimburses expenses incurred in attending
the Board of Directors meetings.

The following table sets forth information, on an aggregate basis
concerning the exercise of stock options during the fiscal year ended March 31,
2000, by each of the named executive officers and the fiscal year ended value of
unexercisable options.

AGGREGATE OPTIONS EXERCISES IN FISCAL 2000 AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>

VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING UNEXERCISABLE OPTIONS (1) AT
ACQUIRED OPTIONS AT MARCH 31, 2000 MARCH 31, 2000
ON VALUE -------------------------- ---------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
------- ---------- ------------ ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Yehoram Uziel.................. -- -- 90,000 160,000 28,125 50,000

Amir Gnessin................... -- -- 364,000 336,000 113,750 105,000
</TABLE>
--------------
(1) Market value of the underlying securities at exercise date minus exercise
price of the options. The closing price of the Company's common stock as
of its fiscal year-end was $0.625.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In November 1999, D.F. Hadley & Co., Inc., a financial services firm of
which Mr. Hadley is president, received the sum of $99,500 as payment for
services rendered as a finder in connection with the Series B Redeemable
Convertible Preferred Stock financing transaction. The finders fees were paid to
D.F. Hadley & Co., Inc., at the closing of the transaction.

BENEFITS TO BE AWARDED IN FISCAL YEAR 2001 UNDER THE
PROPOSED AMENDMENT TO THE PLAN

No options were granted under the Plan to the directors of the Company in
the fiscal year ended March 31, 2000. No option awards were made under the Plan
to the named executive officers (as defined under "Compensation of Named
Executive Officers"), other executive officers or non-executive employees in the
fiscal year ended March 31, 2000. Options granted under the Plan to directors,
employees and consultants are discretionary, and therefore awards under the Plan
during fiscal year 2001 are not presently determinable. As of July 10, 2000, the
Company employed approximately 100 full-time employees. Subject to approval by
the Shareholders of the proposed amendment to the Plan, it is anticipated that
options will be granted under the Plan in fiscal year 2001 as a result of the
desire to attract and retain high-caliber employees. On July 10, 2000, the
closing price of the Company's Common Stock as quoted by NASDAQ National Market
System was $0.3125 per share.

16
<PAGE>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the outstanding shares of the Company's Common Stock, to file with
the Securities and Exchange Commission (the "SEC") initial reports of beneficial
ownership and reports of changes in beneficial ownership of the Common Stock and
other equity securities of the Company. The Company's directors and executive
officers and greater than ten percent beneficial owners are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and on written representations from its
directors, executive officers and ten percent shareholders that no other reports
were required, during the fiscal year ending March 31, 2000, the Company's
directors, executive officers, and greater than ten percent shareholders
complied with all Section 16(a) filing requirements.

1993 STOCK OPTION PLAN SUMMARY

THE FOLLOWING DESCRIPTION OF THE COMPANY'S 1993 STOCK OPTION PLAN (THE
"PLAN") IS ONLY A SUMMARY AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
PLAN, A COPY OF WHICH HAS BEEN FILED AS AN EXHIBIT TO THE COMPANY'S FORM 10-SB,
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1993. A
COPY OF THE PLAN MAY BE OBTAINED BY SENDING A WRITTEN REQUEST TO THE COMPANY'S
SECRETARY AT THE ADDRESS SHOWN ON THE FIRST PAGE OF THIS PROXY STATEMENT.

BACKGROUND. On February 17, 1993, the Board of Directors adopted the 1993
Stock Option Plan (the "Plan"). The Plan was subsequently amended by the Board
of Directors on March 26, 1993, and as amended, was approved by the Company's
Shareholders on February 16, 1994. The Board of Directors approved an additional
amendment to the Plan on October 19, 1994, which was subsequently approved by
the Company's Shareholders on July 21, 1995. This amendment increased the
aggregate number of shares of the Company's Common Stock which may be issued
under the Plan from two million (2,000,000) shares to three million five hundred
thousand (3,500,000) shares. The Company's Shareholders approved an additional
amendment to the Plan on September 19, 1997, which increased the aggregate
number of shares of the Company's Common Stock which may be issued under the
Plan from three million five hundred thousand (3,500,000) shares to five million
(5,000,000) shares.

ELIGIBILITY TO RECEIVE OPTIONS. The Plan provides for the grant of
incentive stock options to select officers and other employees of the Company or
Soligen and nonqualified stock options to selected employees, officers,
directors and consultants of the Company or Soligen to purchase shares of the
Company's Common Stock. As of March 31, 2000, the persons eligible to
participate in the Plan included approximately 100 employees of the Company.
Non-employee directors and consultants who provide services to the Company are
also eligible to participate in the Plan.

STOCK SUBJECT TO THE PLAN. As of March 31, 2000, options to purchase
4,260,000 shares of Common Stock were outstanding at a weighted average exercise
price of approximately US $0.47 per share. There were no shares issued upon
exercise of options and 740,000 shares of Common Stock were available for future
grants under the Plan as of March 31, 2000. Shares issued pursuant to the Plan
will be drawn from authorized but unissued shares or subsequently acquired
shares.

ADMINISTRATION. The Plan may be administered by either the Company's
Board of Directors or by a committee composed of two or more Directors. The
Board of Directors or the committee, if appointed, is referred to in the Plan as
the "Administrative Committee." The Administrative Committee has full authority
to administer the Plan in accordance with its terms and to determine all
questions arising in connection with the interpretation and application of the
Plan. Administrative Committee members will serve for such terms as the Board
may determine, subject to removal by the Board at any time. The composition of
any committee responsible for administering the Plan with respect to officers
and directors of the Company who are subject to Section 16 of the Exchange Act
will comply with the requirements of Rule 16b-3 promulgated under Section 16(b)
to the Exchange Act, or any successor provision.

EXERCISE PRICE. The exercise price for options under the Plan are
determined by the Administrative Committee; provided, however, that the exercise
price of incentive stock options under the Plan must equal or exceed the fair

17
<PAGE>

market value of the Common Stock on the date of grant and must equal or exceed
110% of the fair market value in the case of employees who hold 10% or more of
the voting power of the Common Stock. As defined in the Plan, "fair market
value" shall mean the most recent sales price or quote as of the last business
day prior to the date of grant.

VESTING OF OPTIONS. Generally, options granted pursuant to the Plan vest
over four years on the anniversary of the date of grant. At the discretion of
the Plan Administrator, options may, however, vest in any vesting schedule so
long as options vest at a rate of at least twenty percent (20%) per year.

DURATION OF OPTIONS. Subject to earlier termination as a result of the
dissolution or liquidation of the Company or a material change in the capital
structure of the Company, or as a result of termination of employment, death or
disability, each option granted under the Plan shall expire on the date
specified by the Administrative Committee, but in no event more than (i) ten
years from the date of grant in the case of incentive stock options generally,
and (ii) five years from the date of grant in the case of incentive stock
options granted to an employee who holds 10% or more of the voting power of all
Common Stock.

MANNER OF EXERCISE. An option is exercised by giving written notice to
the Company, which notice must be accompanied by full payment of the purchase
price therefore, either (i) in cash or by certified check, (ii) at the
discretion of the Administrative Committee, through delivery of shares of Common
Stock having a fair market value equal to the cash exercise price of the option,
(iii) at the discretion of the Administrative Committee, by delivery of the
optionee's personal recourse note in the amount of the cash exercise price of
the option, or (iv) at the discretion of the Administrative Committee, by any
combination of (i), (ii) and (iii) above.

TERM AND AMENDMENT OF THE PLAN. The Plan will expire pursuant to its
terms on February 16, 2003. The Board of Directors may terminate or amend the
plan at any time; provided, however, that the following actions will not become
effective without Shareholder approval obtained within 12 months before or after
the Board adopts a resolution authorizing such action:

(a) increasing the total number of shares that may be issued under the
Plan (except by adjustment under the Plan);

(b) materially modifying the requirements of the Plan regarding
eligibility for participation in the Plan;

(d) making any change in the terms of the Plan that would cause the
incentive stock options granted under the Plan to lose their
qualification as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended.

ASSIGNABILITY. No option granted under the Plan is assignable or
transferable by the optionee except by will or by the laws of descent and
distribution.

FEDERAL TAX EFFECTS OF ISOS. The Company intends that each incentive
stock option ("ISO") granted under the Plan will qualify as an incentive stock
option under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"). An optionee acquiring stock pursuant to an incentive
stock option receives favorable tax treatment in that the optionee does not
recognize taxable income at the time of the grant or upon exercise. The tax
treatment of the disposition of ISO stock depends upon whether the stock is
disposed of within the holding period, which is the later of two years from the
date the ISO is granted and one year from the date the ISO is exercised. If the
optionee disposes of ISO stock after completion of the holding period, the
optionee will recognize as capital gains the difference between the amount
received in such disposition and the basis in the ISO stock, i.e., the option's
exercise price. If the optionee disposes of ISO stock before the holding period
expires, it is considered a disqualifying disposition and the optionee must
recognize any gain as ordinary income in the year of the disqualifying
disposition. Generally, the gain is equal to the difference between the option's
exercise price and the stock's fair market value at the time the option is
exercised and sold (the "bargain purchase element"). While the exercise of an
ISO does not result in taxable income, there may be implications with regard to
the alternative minimum tax ("AMT"). When calculating income for AMT purposes,
the favorable tax treatment granted to ISOs is disregarded and the bargain
purchase element of the ISO is included in income in calculating AMT. The
Company is not entitled to a deduction on the grant or exercise of an ISO by an
employee. Upon a disqualifying disposition of ISO stock, the Company may be
entitled to deduct from taxable income in the year of the disqualifying
disposition

18
<PAGE>

an amount generally equal to the amount that the optionee recognizes as ordinary
income due to the disqualifying disposition.

FEDERAL TAX EFFECTS OF NON-ISOS. If an option does not meet the statutory
requirements of Section 422 of the Internal Revenue Code and therefore does not
qualify as an ISO, the difference, if any, between the option's exercise price
and the fair market value of the stock on the date the option is exercised is
generally taxable as ordinary income to the optionee in the year the option is
exercised. The Company may be entitled to deduct this amount in the same tax
year. Although an optionee will generally realize ordinary income at the time
the non-qualifying stock option is exercised, if the stock issued upon exercise
of the option is considered to be subject to a "substantial risk of forfeiture"
and no "Section 83(b) Election" has been filed, then the optionee is not taxed
when the option is exercised, but rather when the forfeiture restriction lapses.
At that time, the optionee will realize ordinary income in an amount equal to
the difference between the option's exercise price and the fair market value of
the stock on the date the forfeiture restriction lapses.

The foregoing summary of federal income tax consequences of stock options
does not purport to be complete, nor does it discuss the provisions of the
income tax laws of any state or foreign country in which the optionee might
reside.

SHAREHOLDER PROPOSALS

Proposals by shareholders intended to be presented at the Company's 2001
Annual Meeting must be received by the Company at its principal executive office
no later than March 28, 2001 in order to be included in the Company's 2001 Proxy
Statement and Proxy Card.

19
<PAGE>
TRANSACTION OF OTHER BUSINESS

As of the date of this Proxy Statement, the Board of Directors is not
aware of any other matters which may come before the Meeting. If any other
business requiring a vote of the Shareholders should come before the Meeting,
the persons named as proxies in the enclosed proxy form will vote or refrain
from voting in accordance with their best judgment.

Please return your Proxy Card as soon as possible. Unless a quorum
consisting of a majority of the outstanding shares entitled to vote is
represented at the Meeting, no business can be transacted. Therefore, please be
sure to date and sign your Proxy Card exactly as your name appears on your stock
certificate and return it in the enclosed postage prepaid return envelope.
Please act promptly to insure that you will be represented at this important
meeting.

THE COMPANY WILL PROVIDE, WITHOUT CHARGE, ON THE WRITTEN REQUEST OF ANY
BENEFICIAL OWNER OF SHARES OF THE COMPANY'S COMMON STOCK OR PREFERRED STOCK
ENTITLED TO VOTE AT THE MEETING OF SHAREHOLDERS, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-KSB AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
FOR THE COMPANY'S FISCAL YEAR ENDED MARCH 31, 2001. WRITTEN REQUESTS SHOULD BE
MAILED TO THE SECRETARY, SOLIGEN TECHNOLOGIES, INC., 19408 LONDELIUS STREET,
NORTHRIDGE, CALIFORNIA 91324.

By Order of the Board of Directors,

/s/ YEHORAM UZIEL
------------------------------
Yehoram Uziel
PRESIDENT, CEO, DIRECTOR AND
CHAIRMAN OF THE BOARD

Dated: July 19, 2000

20
<PAGE>

APPENDIX

PROXY STATEMENT

SOLIGEN TECHNOLOGIES, INC.

1993 STOCK OPTION PLAN

21
<PAGE>

SOLIGEN TECHNOLOGIES, INC.
(FORMERLY WDF CAPITAL CORP.)
1993 STOCK OPTION PLAN
(INCLUDING AMENDMENTS)

1. STATEMENT OF PURPOSE

The principal purposes of this Stock Option Plan ("Plan") are to secure
to WDF Capital Corp. (the "Company") the advantages of the incentive inherent in
stock ownership on the part of employees, officers, directors, and consultants
responsible for the continued success of the Company and to create in such
individuals a proprietary interest in, and a greater concern for, the welfare of
the Company through the grant of options to acquire shares of the common stock
of the Company ("Common Stock"). Each incentive stock option ("ISO") granted
hereunder is intended to constitute an "incentive stock option," as such term is
defined in Section 422 of the United States Internal Revenue Code of 1986, as
the same maybe amended from time to time (the "Code"), and this Plan and each
such ISO are intended to comply with all of the requirements of said Section 422
and of all other provisions of the, Code applicable to incentive stock options
and to plans issuing the same. Each non-statutory stock option ("Non-ISO")
granted hereunder is intended to constitute a non-statutory stock option that
does not comply with the requirements of Section 422 of the Code. ISO's and
Non-ISO's shall sometimes hereinafter be referred to collectively as "Options".
The Plan is expected to benefit shareholders by enabling the Company to attract
and retain personnel of the highest caliber by offering to them an opportunity
to share in any increase in the value of the Common Stock to which such
personnel have contributed.

2. ADMINISTRATION

2.1 The Plan shall be administered by the Board of Directors of
the Company (the "Board") or by a committee of the Board appointed in accordance
with Section 2.2 or 2.4.2 below (the Board, or such committee, if appointed,
will be referred to in this Plan as the "Committee").

2.2 The Board may at any time appoint a Committee, consisting of
not less than two (2) of its members, to administer the Plan on behalf of the
Board in accordance with such terms and conditions not inconsistent with this
Plan as the Board may prescribe. Once appointed, the Committee shall continue to
serve until otherwise directed by the Board. From time to time the Board may
increase the size of the Committee and appoint additional members, remove
members (with or without cause) and appoint new members in their place, fill
vacancies however caused, and/or remove all members of the Committee and
thereafter directly administer the Plan.

2.3 A majority of the members of the Committee shall constitute
a quorum, and, subject to the limitations in this Section 2, all actions of the
Committee shall require the affirmative vote of members who constitute a
majority of such quorum. Members of the Committee who are not Disinterested
Persons (as defined in Section 2.5) may vote on any matters affecting the
administration of the Plan or the grant of Options pursuant to the Plan, except
that no such member shall act upon the granting of an Option to himself (but any
such member may be counted in determining the existence of a quorum at any
meeting of the Committee during which action is taken with respect to the
granting of Options to him).

22
<PAGE>

2.4 Notwithstanding the foregoing provisions of this Section 2,
if the Company registers any class of any equity security pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Plan shall, from the effective date of such registration until six (6) months
after the termination of such registration, be administered as follows:

2.4.1 The Plan shall be administered by the Board
(regardless of whether or not a Committee has been appointed under
Section 2.2), so long as each member of the Board is a Disinterested
Person, or by a Committee appointed in accordance with Section 2.4.2
below.

2.4.2 If at any time not all members of the Board are
Disinterested Persons, then the Board shall appoint a Committee
consisting of two (2) or more of its members, all of whom are
Disinterested Persons, to administer the Plan on behalf of the Board in
accordance with such terms and conditions not inconsistent with this
Plan as the Board may prescribe. Once appointed, the Committee shall
continue to serve until otherwise directed by the Board. From time to
time the Board may increase the size of the Committee and appoint
additional members (all of whom shall be Disinterested Persons), remove
members (with or without cause) and appoint new members in their place,
fill vacancies however caused, or remove all members of the Committee
and thereafter directly administer the Plan so long as all members of
the Board are Disinterested Persons. At no time shall a person who is
not a Disinterested Person serve on the Committee appointed under this
Section 2.4.2, nor shall such Committee at any time have less than two
(2) members.

2.5 The term "Disinterested Person" shall mean a director who
qualifies as a disinterested person as defined in 17 C.F.R. D
240.16b-3(c)(2)(i), as the same may be amended from time to time.

2.6 The Committee shall have the authority to do the following:

2.6.1 To administer the Plan in accordance with its
express terms;

2.6.2 To determine all questions arising in connection
with the administration, interpretation, and application of the Plan,
including all questions relating to the value of the Common Stock;

2.6.3 To correct any defect, supply any information, or
reconcile any inconsistency in such manner and to such extent as shall
be deemed necessary or advisable to carry out the purposes of the Plan;

2.6.4 To prescribe, amend, and rescind rules and
regulations relating to the administration of the Plan;

2.6.5 To determine the duration and purposes of leaves
of absence which may be granted to participants without constituting a
termination of employment for purposes of the Plan;

23
<PAGE>

2.6.6 To do the following with respect to the granting
of Options:

(a) Based on the eligibility criteria
in Section 3 below, to determine the employees,
officers, directors, or consultants to whom Options shall
be granted;

(b) To determine whether such Options
shall be ISO's or Non-ISO's;

(c) To determine the terms and
provisions of the Option Agreement, as defined in Section 5
below, to be entered into with any Optionee (which need not
be identical with the terms of any other Option Agreement),
and, with the consent of such Optionee, to modify and amend
such terms and provisions;

(d) To determine when such Options shall
be granted;

(e) To determine the number of shares of
Common Stock subject to each Option; and

2.6.7 To make all other determinations necessary or
advisable for administration of the Plan.

2.7 The Committee's exercise of the authority set out in Section
2.6 shall be consistent with the intent that the ISO's issued under the Plan be
qualified under the terms of Section 422 of the Code, and that the Non-ISO's
shall not be so qualified. All determinations made by the Committee in good
faith on matters referred to in Section 2.6 shall be final, conclusive, and
binding upon all persons. The Committee shall have all powers necessary or
appropriate to accomplish its duties under this Plan. In addition, the
Committee's administration of the Plan shall in all respects be consistent with
the policies and rules of the Vancouver Stock Exchange ("VSE") governing the
granting of stock options for so long as the Common Stock is listed on the VSE.

3. ELIGIBILITY

3.1 ISO's may be granted to any employee of the Company or of an
Affiliate of the Company, as defined in Section 3.2 below. Non-ISO's may be
granted to any employee, officer or director (whether or not also an employee),
or consultant of the Company or of an Affiliate of the Company. Each employee,
officer, director, or consultant selected by the Committee to receive an Option
shall sometimes hereinafter be referred to as an "Optionee".

3.2 As used in this Plan, an "Affiliate" of a corporation shall
refer to a "parent corporation" of such corporation as described in Section 424
(e) of the Code or a "subsidiary corporation" of such corporation as described
in Section 424 (f) of the Code.

3.3 An Optionee who is not an employee of the Company or of an
Affiliate of the Company shall not be eligible to receive an ISO under the Plan
and no ISO's shall be granted to any such non-employee Optionee.

24
<PAGE>

3.4 No Option shall be granted hereunder to any Optionee unless
the Committee shall have determined based on the advice of counsel that the
grant of such Option (and the exercise thereof by the Optionee) will not violate
the securities law of the jurisdiction where the Optionee resides.

4. SHARES SUBJECT TO THE PLAN

4.1 The Committee, from time to time, may provide for the option
and sale in the aggregate of up to two million (2,000,000) shares of Common
Stock, to be made available from authorized, but unissued, or reacquired shares
of Common Stock. The number of such shares shall be adjusted so as to take
account of the events referred to in Section 10 hereof. Notwithstanding the
foregoing and for greater certainty, for so long as the Company's Common Stock
is listed on the VSE, the maximum number of shares of Common Stock that may be
the subject of outstanding options will not exceed ten percent (10%) of the
issued and outstanding shares of Common Stock at any time.

4.2 Upon exercise of an Option, the number of shares of Common
Stock thereafter available under the Plan and under the Option shall decrease by
the number of shares as to which the Option was exercised; provided that if such
shares are pledged to secure a promissory note given in payment of the Option
price for such shares and, as a result of a default on such note, the pledged
shares are returned to the Company, then such shares shall again be available
for the purposes of the Plan.

4.3 If any Option granted under the Plan shall expire or
terminate for any reason without having been exercised in full, the
non-purchased shares subject thereto shall again be available for the purposes
of the Plan.

4.4 The Company will at all times during the term of this Plan
reserve and keep available such number of shares as shall be sufficient to
satisfy the requirements of the Plan.

5. OPTION TERMS

5.1 With respect to each Option to be granted to an Optionee,
the Committee shall specify the following terms in a written agreement ("Option
Agreement") to be executed by the Company and the Optionee:

5.1.1 Whether such Option is an ISO or a Non-ISO;

5.1.2 The number of shares of Common Stock subject to
purchase pursuant to such Option;

5.1.3 The date on which the grant of such Option shall
be effective (the "Date of Grant");

5.1.4 The period of time during which such Option shall
be exercisable, which shall in no event be more than ten (10) years
following its Date of Grant; provided, however, that if an ISO is
granted to an Optionee who on the Date of Grant owns, either directly
or indirectly within the meaning of Section 424 (d) of the Code, more
than ten percent (10%) of the total combined voting power of all
classes of stock of the Company

25
<PAGE>

or an Affiliate of the Company, the period of time during which such
Option shall be exercisable shall in no event be more than five (5)
years following its Date of Grant;

5.1.5 The price at which such Option shall be
exercisable by the Optionee {the "Option Price"); provided, however,
that the Option Price specified in ISO's shall in no event be less
than the fair market value, as defined in Section 5.2 below, on the
Date of Grant, of the shares of Common Stock subject thereto; and
provided further that, if such Option is granted to an Optionee who on
the Date of Grant owns, either directly or indirectly within the
meaning of Section 424 (d) of the Code, more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company
or an Affiliate of the Company, then the Option Price specified in
such Option shall be at least one hundred ten percent (110%) of the
fair market value, on the Date of Grant, of the Common Stock subject
thereto;

5.1.6 Any vesting schedule upon which the exercise of
an Option is contingent; provided that the Committee shall have
complete discretion with respect to the terms of any vesting schedule
upon which the exercise of an Option is contingent, including, without
limitation, discretion (a) to allow full and immediate vesting upon
grant of such Option, (b) to permit partial vesting in stated
percentage amounts based on the length of the holding period of such
Option so long as such Option vests at a rate of at least twenty
percent (20%) per year over five years from the Date of Grant, or (c)
to permit full vesting after a stated holding period has passed; and

5.1.7 Such other terms and conditions as the Committee
deems advisable and as are consistent with the purpose of this Plan.

5.2 Fair market value shall be determined as follows:

5.2.1 If the Company's Common Stock is publicly traded
at the time an Option is granted under the Plan, fair market value
shall be determined by the Committee with appropriate reference to the
prices or quotes available for the most recent purchases and sales of
the Company's Common Stock as of the last business day prior to the
date such Option is granted.

5.2.2 If the Common Stock is not publicly traded at the
time an Option is granted under the Plan, fair market value shall be
deemed to be the fair value of the Common Stock as determined by the
Committee after taking into consideration all factors that it deems
appropriate, including, without limitation, recent sale and offer
prices of the Common Stock in private transactions negotiated at arm's
length.

5.3 No Option shall be granted under the Plan later than
February 16, 2003, and no Option granted under the Plan shall be exercisable
more than ten (10) years, following said date. Except as expressly provided
herein, nothing contained in this Plan shall require that the terms and
conditions of Options granted under the Plan is uniform.

5.4 The Option Agreement for any Option granted to a person who,
on the Date of Grant, is subject to Section 16 of the Exchange Act shall provide
that at least six (6) months must

26
<PAGE>

elapse from the Date of Grant of the Option to the date of disposition, as
defined in Section 424(c) of the Code, of the Common Stock issued upon exercise
of such Option.

6. LIMITATION ON GRANTS OF OPTIONS

In the event that the aggregate fair market value of Common Stock and
other stock with respect to which ISO's granted to an Optionee under this Plan
or incentive stock options granted to such Optionee under any other plan of the
Company or any of its Affiliates are exercisable for the first time during any
calendar year, exceeds the maximum permitted under Section 422 (d) of the Code,
then to the extent of such excess such Options shall be treated as Non-ISO's.

7. EXERCISE OF OPTION

7.1 Subject to any limitations or conditions imposed upon an
Option pursuant to Section 5 above, an Optionee may exercise an Option, or any
part thereof (unless partial exercise is specifically prohibited by the terms of
the Option), by giving written notice thereof to the Company at its principal
place of business.

7.2 The notice described in Section 7.1 shall be accompanied by
full payment of the Option Price to the extent the Option is so exercised, and
full payment of any amounts the Company determines must be withheld for tax
purposes from the Optionee pursuant to the Option Agreement. Such payment shall
be:

7.2.1 In lawful money of the United States in cash or
by check; or

7.2.2 At the discretion of the Committee, through
delivery of shares of Common Stock having a fair market value equal as
of the date of the exercise to the cash exercise price of the Option;
or

7.2.3 At the discretion of the Committee, by delivery
of the Optionee's personal recourse note bearing interest at a rate
deemed appropriate by the Committee; or

7.2.4 At the discretion of the Committee, by any
combination of Sections 7.2.1, 7.2.2, or 7.2.3 above.

7.3 As soon as practicable after exercise of an Option in
accordance with Sections 7.1 and 7.2 above, the Company shall issue a stock
certificate evidencing the Common Stock with respect to which the Option has
been exercised. Until the issuance (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company) of
such stock certificate, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to such Common Stock,
notwithstanding the exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 10 below.

8. TRANSFERABILITY OF OPTIONS

8.1 Except as provided otherwise in this Section 8, no Option
shall be transferable or exercisable by any person other than the Optionee to
whom such Option was originally granted.

8.2 If an Optionee to whom an ISO has been granted (an "ISO
Optionee") ceases to be employed by the Company or by any Affiliate of the
Company by reason of such Optionee's

27
<PAGE>

death, any ISO's held by such Optionee shall pass to the person or persons
entitled thereto pursuant to the will of the Optionee or the applicable laws of
descent and distribution (such person or persons are sometimes herein referred
to collectively as the "Qualified Successor" of the Optionee), and shall be
exercisable by the Qualified Successor for a period of six (6) months following
such death.

8.3 If the employment of an ISO Optionee is terminated by the
Company or by any Affiliate of the Company by reason of such Optionee's
disability, as defined in Section 22(e)(3) of the Code, any ISO held by such
Optionee that could have been exercised immediately prior to such termination of
employment shall be exercisable by such Optionee or, if a guardian (the
"Guardian") is appointed for such Optionee, by the Guardian of such Optionee,
for a period of twelve (12) months following the termination of employment of
such Optionee.

8.4 If an ISO Optionee who has ceased to be employed by the
Company or by any Affiliate of the Company by reason of such Optionee's
disability, as defined in Section 22(e)(3) of the Code, dies within six (6)
months after the termination of such employment, any ISO held by such Optionee
that could have been exercised immediately prior to his or her death shall pass
to the Qualified Successor of such Optionee, and shall be exercisable by the
Qualified Successor for a period of six (6) months following the termination of
employment of such Optionee.

8.5 In the event that a qualified domestic relations order, as
defined by Section 414(p) of the Code or Title I of the Employee Retirement
Income Security Act or the rules thereunder, mandates the transfer of any
Non-ISO that could have been exercised immediately prior to the issuance of such
order, such Non-ISO shall pass to the person or persons entitled thereto
pursuant to the order ("Domestic Relations Successor"), and shall be exercisable
by such person or persons in accordance with the terms of the applicable Option
Agreement. Hereinafter, all references to a Qualified Successor shall include a
Domestic Relations Successor.

8.6 If an Optionee to whom a Non-ISO has been granted dies, any
Non-ISO held by such Optionee shall pass to the person or persons entitled
thereto pursuant to the will of the Optionee or the applicable laws of descent
and distribution, and shall be exercisable by such person or persons in
accordance with the terms of the applicable Option Agreement.

8.7 Options held by a Qualified Successor or exercisable by a
Guardian shall, during the period prior to their termination that such Options
are held by the Qualified Successor or exercisable by the Guardian, continue to
vest in accordance with any vesting schedule under Section 5.1.6 to which such
Options are subject.

8.8 In the event that two or more persons constitute the
Qualified Successor or the Guardian of an Optionee, all rights of such Qualified
Successor or such Guardian shall be exercisable, if at all, by the unanimous
agreement of such persons.

8.9 Employment shall be considered as continuing intact during
any military or sick leave or other bona fide leave of absence if the period of
such leave does not exceed ninety (90) days or, if longer, for so long as the
Optionee's right to reemployment with the Company or an Affiliate thereof is
guaranteed either by statute or by contract. If the period of such leave exceeds

28
<PAGE>

ninety (90) days and his or her reemployment is not so guaranteed, then his or
her employment shall be deemed to have terminated on the ninety-first (91st) day
of such leave.

9. TERMINATION OF OPTIONS

To the extent not earlier exercised, an Option shall terminate at the
earliest of the following dates:

9.1 The termination date specified for such Option in the
respective Option Agreement;

9.2 With respect to ISO's, six (6) months after the date of
termination of the Optionee's employment with the Company or any Affiliate of
the Company by reason of such Optionee's disability (within the meaning of
Section 22(e)(3) of the Code) or such Optionee's death;

9.3 With respect to ISO's, thirty (30) days, or at the
discretion or the Committee up to three (3) months, after the date of
termination of the Optionee's employment with the Company or any Affiliate of
the Company for any reason other than disability (within the meaning of Section
22(e)(3) of the Code) or death;

9.4 The date of any sale, transfer, or hypothecation, or any
attempted sale, transfer or hypothecation, of such Option in violation of
Section 8.1 above; or

9.5 The date specified in Section 10.2 below for such
termination in the event or a Terminating Event.

10. ADJUSTMENTS TO OPTIONS

10.1 In the event of a material alteration in the capital
structure of the Company on account of a recapitalization, stock split, reverse
stock split, stock dividend, or otherwise, then the Committee shall make such
adjustments to this Plan and to the Options then outstanding and thereafter
granted under this Plan as the Committee determines to be appropriate and
equitable under the circumstances, so that the proportionate interest of each
holder of any such Option shall, to the extent practicable, be maintained as
before the occurrence of such event. Such adjustments may include, without
limitation (a) a change in the number or kind of shares of stock of the Company
covered by such Options, and (b) a change in the Option Price payable per share;
provided, however, that the aggregate Option Price applicable to the unexercised
portion of existing Options shall not be altered, it being intended that any
adjustments made with respect to such Options shall apply only to the price per
share and the number of shares subject thereto. For purposes of this Section
10.1, neither (i) the issuance of additional shares of stock of the Company in
exchange for adequate consideration (including services), nor (ii) the
conversion of outstanding preferred shares of the Company into Common Stock
shall be deemed material alterations of the capital structure of the Company. In
the event the Committee shall determine that the nature of a material alteration
in the capital structure of the Company is such that it is not practical or
feasible to make appropriate adjustments to this Plan or to the Options granted
hereunder, such event shall be deemed a Terminating Event as defined in Section
10.2 below.

29
<PAGE>

10.2 All Options granted under the Plan shall terminate upon the
occurrence of any of the following events ("Terminating Events"): (a) the
dissolution or liquidation of the Company; or (b) a material change in the
capital structure of the Company that is subject to this Section 10.2 by virtue
of the last sentence of Section 10.1 above.

10.3 In the event of a reorganization as defined in this, Section
10.3 in which the Company is not the surviving or acquiring company, or in which
the Company is or becomes a wholly-owned subsidiary of another company after the
effective date of the reorganization, then the plan or agreement respecting the
reorganization shall include appropriate terms providing for the assumption of
each Option granted under this Plan, or the substitution of an option therefor,
such that no "modification" of any such Option occurs under Section 424 of the
Code. For purposes of this Section 10.3, reorganization shall mean any statutory
merger, statutory consolidation, sale of all or substantially all of the assets
of the Company, or sale, pursuant to an agreement with the Company, of
securities of the Company pursuant to which the Company is or becomes a
wholly-owned subsidiary of another corporation after the effective date of the
reorganization.

10.4 The Committee shall have the right to accelerate the date of
exercise of any installment of any Option; provided that, without the consent of
the Optionee with respect to any Option, the Committee shall not accelerate the
date of any installment of any Option granted to an employee as an ISO (and not
previously converted into a Non-ISO pursuant to Section 12 below) if such
acceleration would violate the annual vesting limitation contained in Section
422(d) of the Code, as described in Section 6 above.

10.5 The Committee (upon the advice of counsel) shall make
adjustments and determinations under this Section 10, whose decisions as to what
adjustments or determination shall be made, and the extent thereof, shall be
final, binding, and conclusive.

11. TERMINATION AND AMENDMENT

11.1 Unless earlier terminated as provided in Section 10 above or
in Section 11.2 below, the Plan shall terminate on, and no Option shall be
granted under the Plan after, February 16, 2003.

11.2 The Board may at any time terminate, suspend or amend the
terms of the Plan; provided, however, that, except as provided in Section 10
above, the Board may not do any of the following without obtaining, within
twelve (12) months either before or after the Board's adoption of a resolution
authorizing such action, approval by the affirmative votes of the holders of a
majority of the securities of the Company present, or represented, and entitled
to vote at a meeting duly held in accordance with the applicable corporate laws
or by the written consent of the holders of a majority of the securities of the
Company entitled to vote:

11.2.1 Increase the aggregate number of shares which may
be issued under the Plan;

11.2.2 Materially modify the requirements as to
eligibility for participation in the Plan, or change the designation
of the employees or class of employees eligible to receive ISO's under
the Plan;

30
<PAGE>

11.2.3 Materially increase the benefits accruing to
participants under the Plan; or

11.2.4 Make any change in the terms of the Plan that
would cause the ISO's granted hereunder to lose their qualification as
incentive stock options under Section 422 of the Code.

11.3 No Option may be granted during any suspension or after
termination of the Plan. Amendment, suspension, or termination of the Plan shall
not, without the consent of the Optionee, alter or impair any rights or
obligations under any Option theretofore granted.

12. CONVERSION OF ISO'S INTO NON-ISO'S

At the written request of any ISO Optionee, the Committee may in its
discretion take such actions as may be necessary to convert such Optionee's
ISO's (or any installments or portions of installments thereof) that have not
been exercised on the date of conversion into Non-ISO's at any time prior to the
expiration of such ISO's, regardless of whether the Optionee is an employee of
the Company or of an Affiliate of the Company at the time of such conversion.
Such actions may include, but shall not be limited to, extending the exercise
period or reducing the exercise price of the appropriate installments of such
ISO's. At the time of such conversion, the Committee, with the consent of the
Optionee, may impose such conditions on the exercise of the resulting Non-ISO's
as the Committee in its discretion may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give any Optionee the right to have such Optionee's ISO's converted into
Non-ISO's and no such conversion shall occur until and unless the Committee
takes appropriate action. The Committee, with the consent of the Optionee, may
also terminate any portion of any ISO that has not been exercised at the time of
such conversion.

13. CONDITIONS UPON ISSUANCE OF SHARES

13.1 Shares shall not be issued pursuant to the exercise of any
Option unless the exercise of such Option and the issuance and delivery of such
shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, any applicable state securities law, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed or otherwise traded, and such compliance has been
confirmed by counsel for the Company.

13.2 As a condition to the exercise of any Option, the Company
may require the participant exercising the Option to represent and warrant at
the time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such representations and
warranties are required by any relevant provision of law.

13.3 The Company's inability to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any shares hereunder,
shall relieve the Company of any liability with respect to the failure to issue
or sell such shares.

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<PAGE>

14. USE OF PROCEEDS

Proceeds from the sale of Common Stock pursuant to the Options granted
and exercised under the Plan shall constitute general funds of the Company and
shall be used for general corporate purposes.

15. NOTICES

All notices, requests, demands and other communications required or
permitted to be given under this Plan and the Options granted under this Plan
shall be in writing and shall be either served personally on the party to whom
notice is to be given (in which case notice shall be deemed to have been duly
given on the date of such service), or mailed to the party to whom notice is to
be given, by first class mail, registered or certified, return receipt
requested, postage prepaid, and addressed to the party at his or its most recent
known address, in which case such notice shall be deemed to have been duly given
on the third (3rd) postal delivery day following the date of such mailing.

16. FINANCIAL STATEMENTS

The Company will send to Optionee's financial statements on an annual
basis. An Optionee's receipt of such materials may be conditioned upon such
Optionee's execution of such confidentiality agreements as the Company may
reasonably require.

17. MISCELLANEOUS PROVISIONS

17.1 Optionee's shall be under no obligation to exercise Options
granted under this Plan.

17.2 Nothing contained in this Plan shall obligate the Company to
retain an Optionee as an employee, officer, director, or consultant for any
period, nor shall this Plan interfere in any way with the right of the Company
to reduce such Optionee's compensation.

17.3 The provisions of this Plan, each Option issued to an
Optionee under the Plan, and each Option Agreement shall be binding upon such
Optionee, the Qualified Successor or Guardian of such Optionee, and the heirs,
successors, and assigns of such Optionee.

17.4 Notwithstanding the terms and conditions of the Plan, if and
for so long as the Company is designated as a "venture company" by the VSE, the
terms and conditions of the Plan will be deemed to be amended so as to conform
in all respects with the VSE listing policies governing stock options granted by
venture companies.

17.5 Where the context so requires, references herein to the
singular shall include the plural, and VISA VERSA and references to a particular
gender shall include either or both genders.

18. EFFECTIVE DATE OF PLAN AND AMENDMENTS

This Plan was initially adopted by the Board of Directors on February
17, 1993 and subsequently amended by the Board on March 26, 1993. The Plan, as
amended, must be approved, within twelve (12) months after the Plan was
initially adopted by the Board, by the affirmative vote of the holders of a
majority of the Company's securities present, or represented, and entitled to
vote at a meeting of the shareholders duly held. Any Common Stock acquired under
the Plan prior to a shareholder vote on whether to approve the Plan shall not be
counted in determining whether shareholder approval of the Plan is obtained. Any
Option exercised before

32
<PAGE>

shareholder approval is obtained shall be rescinded if shareholder approval is
not obtained within the period set forth above.

33
<PAGE>

AMENDMENTS TO THE 1993 STOCK OPTION PLAN

AMENDMENT AS APPROVED BY SHAREHOLDERS ON JULY 21, 1995

The first sentence to Section 4.1 of the Company's 1993 Stock Option
Plan is hereby amended to read as follows: "The Committee from time to
time, may provide for the option and sale in the aggregate of up to
three million five hundred thousand shares of Common Stock, to be made
available from authorized, but unissued, or reacquired shares of Common
Stock."

AMENDMENT AS APPROVED BY SHAREHOLDERS ON JULY 21, 1995

The following changes to paragraphs 2.7 and 4.1 and 17.4 of the
Company's 1993 Stock Option Plan are hereby amended as follows.
"Deleting the last sentence of each of paragraphs 2.7 and 4.1 thereof
and deleting paragraph 17.4 thereof in its entirety."

AMENDMENT AS APPROVED BY SHAREHOLDERS ON SEPTEMBER 17, 1997

The first sentence to Section 4.1 of the Company's 1993 Stock Option
Plan is hereby amended to read as follows: "The Committee from time to
time, may provide for the option and sale in the aggregate of up to
five million shares of Common Stock, to be made available from
authorized, but unissued, or reacquired shares of Common Stock."

34
<PAGE>
<TABLE>
<CAPTION>

/ X / Please mark
your votes
_____________________ as shown

The Board of Directors recommends a vote FOR each of the nominees in Proposal
1(a) and 1(b) and a vote FOR Proposal 2 and Proposal 3.

<S> <C> <C> <C> <C> <C>
FOR WITHHELD

Proposal 1(a) - Election of Directors: Yehoram Uziel /__/ /__/
Dr. Mark W. Dowley /__/ /__/
Kenneth T. Friedman /__/ /__/
Patrick J. Lavelle /__/ /__/

FOR PREFERRED SHAREHOLDERS ONLY:

Proposal 1(b) - Election of Preferred

Stock Director: David F. Hadley /__/ /__/

FOR AGAINST ABSTENTION
Proposal 2 - To approve an amendment the 1993 Stock Option Plan to increase the
number of shares available for issuance from 5,000,000 to 6,500,000 shares. /__/ /__/ /__/

Proposal 3 - To ratify the selection of Singer Lewak Greenbaum & Goldstein LLP
as the Company's independent public accountants for fiscal year ending /__/ /__/ /__/
March 31, 2001.

UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
OR INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING,
THE PROXY HOLDERS SHALL VOTE IN SUCH MANNER AS THEY
DETERMINE TO BE IN THE BEST INTEREST OF THE COMPANY.
MANAGEMENT IS NOT PRESENTLY AWARE OF ANY SUCH
MATTERS TO BE PRESENTED FOR ACTION AT THE ANNUAL
MEETING.

I DO /__/ DO NOT /__/ PLAN TO ATTEND THE MEETING

COMMENTS/ADDRESS CHANGE /__/
Please mark this box if you have written
comments or address changes on the reverse side.

THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE
COMPANY. IF NO SPECIFIC DIRECTION IS GIVEN AS TO
ANY OF THE ABOVE ITEMS, THIS PROXY WILL BE VOTED
FOR EACH OF THE NOMINEES NAMED IN PROPOSAL 1(A) AND
1(B) AND FOR PROPOSALS 2 AND 3.

Signatures(s)_________________________________________________________ Dated___________________________________________

Please sign above exactly as your name appears on the Proxy Card. If shares are
registered in more than one name, all such persons should sign. A corporation
should sign in its full corporate name by a duly authorized officer, stating
his/her title. Trustee(s), guardian(s), executor(s) and administrator(s) should
sign in their official capacity, giving their full title as such. If a
partnership, please sign in the partnership name by authorized person(s). If you
receive more than one Proxy Card, please sign and return all such cards in the
accompanying envelope. Please return promptly in the enclosed envelope which
requires no postage if mailed in the U.S.A.
</TABLE>

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SOLIGEN TECHNOLOGIES, INC.

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 25, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF SOLIGEN TECHNOLOGIES, INC.

The undersigned hereby names, constitutes and appoints Yehoram Uziel
and Robert Kassel, or either of them in the absence of the other, with
full power of substitution, my true and lawful attorneys and Proxies
for me acting and in my place and stead to attend the Annual Meeting
of the Shareholders of Soligen Technologies, Inc. to be held on
Friday, August 25, 2000, at 11:00 a.m., PDT, at the Chatsworth Hotel,
9777 Topanga Canyon Boulevard, Chatsworth, CA 91311, and at any
adjournment thereof, and to vote all shares of Common Stock and
Preferred Stock registered in the name of the undersigned, with all
the powers that I would possess were I personally present.

P THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. UNLESS DIRECTION
R IS GIVEN, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
LISTED IN PROPOSAL 1(A) and 1(B), AND "FOR" THE APPROVAL OF THE
O AMENDMENT TO THE COMPANY'S 1993 STOCK OPTION PLAN, AND THE
RATIFICATION OF THE SELECTION OF THE COMPANY'S INDEPENDENT PUBLIC
X ACCOUNTANTS, AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY
OF THE BOARD OF DIRECTORS AS TO OTHER MATTERS. The undersigned
Y hereby acknowledges receipt of the Company's Proxy Statement and
hereby revokes any proxy or proxies previously given. PLEASE SIGN,
DATE AND RETURN THIS PROXY CARD TODAY IN THE ENCLOSED PRE-ADDRESSED
ENVELOPE.

(Continued and to be signed on other side)

COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENTS/ADDRESS BOX ON REVERSE SIDE

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