SAFESCIENCE INC, DEF 14A, 2000-04-28

SAFESCIENCE INC
DEF 14A, 2000-04-28
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH

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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Section
240.14a-12

SAFESCIENCE, INC.
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

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

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

2) Aggregate number of securities to which transaction applies:

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

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials

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

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

<PAGE>

PROXY

FOR THE

ANNUAL MEETING OF STOCKHOLDERS

SAFESCIENCE, INC.

June 8, 2000

}
} Name(s) of Stockholder(s)
}

This proxy is solicited by the Board of Directors.

The undersigned hereby appoints Bradley J. Carver, President of the Company, as
proxy with power of substitution to vote the shares of stock of SAFESCIENCE,
INC. which the undersigned is entitled to vote at the annual meeting of
stockholders to be held on June 8, 2000 at 1:00 p.m., and at any adjournment
thereof, as follows:

1. Election of Directors ___ For all nominees (except as
marked below to the contrary:)
Bradley J. Carver __
David W. Dube __
Theodore J. Host __
Brian G.R. Hughes __
David Platt __
___ Withhold authority to vote
for all nominees

2. Selection of Arthur Andersen LLP as ___ For
independent auditors for 2000 ___ Against ___ Abstain

3. Approve 2000 Stock ___ For
Incentive Plan ___ Against ___ Abstain

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR QUESTIONS 1, 2 AND 3 LISTED ABOVE.

In his discretion, the proxy is authorized to vote upon such other business as
may lawfully come before the meeting. The undersigned hereby revokes any proxies
as to said shares heretofore given by the undersigned and ratifies and confirms
all that said proxy may do by virtue hereof.

When this proxy is properly executed, the shares to which the proxy relates will
be voted as specified, and if no other specification is made, will be voted for
election of all nominees for Directors, for selection of Arthur Andersen LLP as
independent auditors and for approval of the Company's 2000 Stock Incentive
Plan. It is understood that this proxy confers discretionary authority in
respect of matters not known or determined at the time of mailing of the notice
of annual meeting of stockholders to the undersigned. The proxy intends to vote
the shares represented by this proxy on such matters, if any, as determined by
the Board of Directors.

The undersigned hereby acknowledges receipt of the notice of annual meeting of
stockholders furnished herewith.

Dated and signed: _________________2000

________________________________________

________________________________________
[NOTE: These signature(s) should agree
exactly with the name(s) printed at the
beginning of this proxy. Executors,
administrators, trustees, guardians and
attorneys should so indicate when
signing]

THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND
THE MEETING.

<PAGE>

SAFESCIENCE, INC.

PARK SQUARE BUILDING
31 ST. JAMES AVENUE, 8TH FLOOR
BOSTON, MA 02116
(617) 422-0674

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

TO BE HELD ON JUNE 8, 2000

Notice is hereby given that the annual meeting of stockholders of
SafeScience, Inc. (the "Company") will be held at the Park Plaza Hotel, 64
Arlington Street, Boston, Massachusetts, on Thursday, June 8, 2000 at 1:00 p.m.
Eastern daylight time.

The annual meeting will be held for the following purposes:

1. Election of Directors. Election of five directors to
the Company's Board of Directors.

2. Ratification of Auditors. Ratification of the
appointment of Arthur Andersen LLP as auditors for the Company for the
fiscal year ending December 31, 2000.

3. Approval of 2000 Stock Incentive Plan. Consideration
of and action upon a proposal to approve the Company's 2000 Stock
Incentive Plan.

4. Other Business. Such other matters as may properly
come before the meeting or any adjournment thereof.

Stockholders of record at the close of business on April 14, 2000 are
entitled to notice of and to vote at the meeting or any adjournment thereof.

We urge you to read the enclosed proxy statement carefully so that you
may be informed about the business to come before the meeting, or any
adjournment thereof. At your earliest convenience, please sign and return the
accompanying proxy in the postage-paid envelope furnished for that purpose.

A copy of our annual report for the fiscal year ended December 31, 1999
is enclosed. The annual report is not a part of the proxy soliciting material
enclosed with this letter.

By Order of the Board of Directors

/s/ David Platt
--------------------------------------
Boston, Massachusetts David Platt, Chairman,
May 10, 2000 Chief Executive Officer and Secretary

IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE,
WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE
SIGN, DATE AND COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

<PAGE>

SAFESCIENCE, INC.

PARK SQUARE BUILDING
31 ST. JAMES AVENUE, 8TH FLOOR
BOSTON, MA 02116
(617) 422-0674

PROXY STATEMENT

FOR

2000 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD

JUNE 8, 2000

This proxy statement is being furnished to the holders of record of
Common Stock, $.01 par value per share (the "Common Stock"), of SafeScience,
Inc. (the "Company"), a Nevada corporation, in connection with the solicitation
of proxies by the Board of Directors of the Company to be voted at the 2000
annual meeting of stockholders to be held at 1:00 p.m., Eastern daylight time,
on Thursday, June 8, 2000, at the Park Plaza Hotel, 64 Arlington Street, Boston,
Massachusetts, and at any adjournment of such meeting. This proxy statement is
expected to be mailed to stockholders on or about May 10, 2000.

The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained herein. If no contrary instructions are given, each proxy
received will be voted for each of the matters described below and, upon the
transaction of such other business as may properly come before the meeting, in
accordance with the best judgment of the persons appointed as proxies.

Any stockholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the Secretary of the Company written
notice thereof (SafeScience, Inc., Park Square Building, 31 St. James Avenue,
8th Floor, Boston, MA 02116, Attention: Secretary), (ii) submitting a duly
executed proxy bearing a later date, or (iii) by appearing at the annual meeting
and giving the Secretary notice of his or her intention to vote in person.
Proxies solicited hereby may be exercised only at the annual meeting and any
adjournment thereof and will not be used for any other meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Board of Directors has fixed the close of business on April 14,
2000 as the record date for the determination of stockholders entitled to notice
of the annual meeting ("Voting Record Date"). Only stockholders of record at the
close of business on the Voting Record Date will be entitled to vote at the
annual meeting. On the Voting Record Date, there were 17,593,102 shares of the
Common Stock issued and outstanding. Each share of Common Stock is entitled to
one vote on all matters properly presented at the annual meeting.

The presence in person or by properly executed proxy of the holders of
a majority of the outstanding shares of Common Stock is necessary to constitute
a quorum at the annual meeting. Abstentions and broker non-votes will be treated
as shares which are present for purposes of determining the existence of a
quorum, but which are not present for purposes of determining whether a proposal
has been approved. The term "broker non-vote" refers to shares held by a broker
in street name which are present by proxy, but which are not voted on a matter
pursuant to rules prohibiting brokers from voting on non-routine matters without
instructions from the beneficial owner of the shares. In the event a broker
votes on a routine matter, such vote will count as both present and voted for
the purposes of determining whether a proposal has been approved. The election
of directors is a routine matter upon which a broker may, in the absence of
instructions from the beneficial owner, exercise his or her discretion in voting
the shares.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the Company's knowledge, as of April 14, 2000, the only persons
(including "groups" as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) who beneficially own more
than 5% of the Company's Common Stock are set forth on the following table.

<TABLE>

Outstanding
Unexercised Total Percent
Name and Address Beneficial Options and Beneficially of
Title of Class of Beneficial Owner Ownership Warrants Owned Shares Class(1)
- -------------- ------------------- --------- -------- ------------ --------
<S> <C> <C> <C> <C> <C>
Common Stock David Platt(2) 2,959,550 100,000 3,059,550 17.3%
Common Stock Bradley J. Carver(3) 2,557,686 100,000 2,657,686 15.0%
Common Stock Britannia Holdings Limited(4) 1,592,865 37,879 1,630,744 9.2%
Common Stock George Strawbridge, Jr. (5) 1,069,354 18,939 1,088,293 6.2%

- -----------------
(1) The information presented with respect to stock ownership and related
percentage information is based on Common Stock as a percentage of the
aggregate number of shares of Common Stock outstanding. The number of
shares of Common Stock outstanding, 17,593,102, does not include shares
issuable upon exercise of warrants or certain outstanding stock options
or shares reserved for issuance pursuant to the 1998 Stock Option Plan
or shares issuable upon exercise of options which will become
exercisable upon attainment by the Company of certain pre-determined
milestones.

(2) To the Company's knowledge, Dr. Platt has sole voting and sole
dispositive power with respect to 3,059,550 shares of Common Stock.
The business address of Dr. Platt is c/o SafeScience, Inc., Park
Square Building, 31 St. James Avenue, 8th Floor, Boston, MA 02116.

(3) To the Company's knowledge, Mr. Carver has sole voting and sole
dispositive power with respect to 2,657,686 shares of Common Stock.
The business address of Mr. Carver is c/o SafeScience, Inc., Park
Square Building, 31 St. James Avenue, 8th Floor, Boston, MA 02116.

(4) According to information contained in a Schedule 13G/A filing with the
Securities and Exchange Commission on February 28, 2000, Britannia
Holdings Limited has sole voting and sole dispositive power with
respect to 1,426,198 shares of Common Stock. In addition, on March 30,
2000 Britannia Holdings Limited acquired 166,667 shares and a warrant
to purchase 37,879 shares of common stock which is immediately
exerciseable. The address of Britannia Holdings Ltd. is P.O. Box 556
Main Street, Charlestown, Nevis.

(5) To the Company's knowledge, George Strawbridge, Jr. has sole voting and
sole dispositive power with respect to 1,069,354 shares of Common Stock
and warrants to purchase 18,939 shares of common stock. The address
of George Strawbridge, Jr. is 3801 Kennett Pike, Building B-100,
Wilmington, DE 19807.

</TABLE>

PROPOSAL 1 - ELECTION OF DIRECTORS

The Company's By-Laws provide that a plurality of the votes cast at the
annual meeting of stockholders shall elect a Board of Directors. Directors are
elected for one-year terms and serve until the next annual meeting of
stockholders and until their successors are elected or until their death,
resignation or removal. The nominees for director are Bradley J. Carver, David
W. Dube, Theodore J. Host, Brian G.R. Hughes and Dr. David Platt.

Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees named above. If any
person named as a nominee should be unable or unwilling to stand for election at
the time of the annual meeting, the proxy holders will nominate and vote for a
replacement nominee recommended by the Board of Directors. At this time, the
Board of Directors knows of no reason why the nominees listed above may not be
able to serve as directors if elected.

<PAGE>

DIRECTORS AND EXECUTIVE OFFICERS

The Board of Directors presently is comprised of five directors. All
directors elected at the 2000 annual meeting will serve until the next annual
meeting or until their respective successors are duly elected and qualified.

DIRECTORS

Set forth below is certain information with respect to each of the
nominees for the office of director and each other executive officer of the
Company.

David Platt, 46, has been the Chief Executive Officer, Secretary and
Chairman of the Board of Directors since March 1995 and has been the Chief
Executive Officer, Secretary and the Chairman of the Board of Directors of
International Gene Group, Inc. ("IGG"), the Company's wholly-owned subsidiary
for the development of human therapeutics since December 1992. Dr. Platt has
been Chief Executive Officer, Secretary and Chairman of the Board of Directors
of SafeScience Products, Inc., a wholly owned subsidiary of the Company, since
its inception on June 23, 1995. Dr. Platt received a Doctor of Philosophy degree
(1989), Masters of Science degree (1983), and Bachelor of Science degree (1978)
from the Hebrew University of Jerusalem, Israel and a Bachelor of Engineering
degree (1980) from Technion, Haifa, Israel.

Bradley J. Carver, 38, has been President and Treasurer and a member of
the Board of Directors of the Company since March 1995 and has been the
President, Chief Financial Officer, Treasurer and a member of the Board of
Directors of IGG since February 1993. Mr. Carver has been President, Chief
Financial Officer, Treasurer and a member of the Board of Directors of
SafeScience Products, Inc., a wholly owned subsidiary of the Company since its
inception on June 23, 1995. Mr. Carver received a Bachelor of Arts degree in
management from Michigan State University in 1983.

David W. Dube, 44, has been a director of the Company since May 1998.
Mr. Dube is a private investor with active interests in various real estate,
financial services and giftware companies. Mr. Dube was Senior Vice President
and Chief Financial Officer of FAB Capital Corporation, a merchant banking and
securities investment firm, and served in various other capacities from
September 1997 through October 1999. Mr. Dube was the President and Chief
Executive Officer of Optimax Industries, Inc., a publicly traded company with
interests in the horticultural, decorative giftware and truck part accessories
industries from July 1996 to September 1997. From February 1991 to June 1996,
Mr. Dube had been the principal of Dube & Company, a financial consulting firm.
Mr. Dube serves on the boards of directors of publicly-traded Helmstar Group,
Inc., Kings Road Entertainment, Inc. and New World Wine Group, Ltd. Mr. Dube is
a Certified Public Accountant in the state of New Hampshire, and holds general
and principal securities licenses.

Theodore J. Host, 54, has been a director of the Company since December
1998. Since November 1999, Mr. Host has been the President & CEO of Prestige
Brands International, a consumer products company. From October 1992 through
February 1996, Mr. Host was the President and Chief Operating Officer, and from
February 1996 through November 1999, Chief Executive Officer, of The Scotts
Company, a lawn care company. In addition, Mr. Host worked with McCown DeLeeuw &
Co. to create a consumer products start up company from March 1996 to November
1999. Mr. Host serves on the board of directors of, and on the compensation and
audit committees of, Sarcom, Inc.

Brian G.R. Hughes, 45, has been a director of the Company since
December 1998. Mr. Hughes is President of the Association of Alumni and Alumnae
of the Massachusetts Institute of Technology (MIT). Since July 1978, Mr. Hughes
has held a variety of positions with the MIT Corporation, the board which
governs MIT. From February 1989 through April 1995 Mr. Hughes was Vice Chairman
and then CEO of American Rocket Company, which worked to develop and
commercialize safe, clean, low cost hybrid rocket propulsion.

ADDITIONAL EXECUTIVE OFFICERS

In addition to the executive officers who are listed as being directors
of the Company, the Company has the following executive officers:

<PAGE>

John W. Burns, 54, has been the Company's Chief Financial Officer since
January 2000. Prior thereto, Mr. Burns was the CFO/Senior Vice President,
Finance & Business Operations for South Shore Hospital, a regional healthcare
services provider based in South Weymouth, MA, from February 1993 to February
1999. From January 1989 to December 1992, Mr. Burns was the Vice
President/Treasurer and a subsidiary CFO/Vice President, Finance for Eastern
Enterprises, a NYSE company engaged in energy and marine transportation. Mr.
Burns has also held corporate finance and treasury positions with Allied-Signal,
Citicorp Investment Bank, and International Paper. Mr. Burns holds a Master of
Business Administration in Finance from New York University and a Doctor of
Philosophy degree in Mathematics from Stevens Institute of Technology.

Richard A. Salter, 57, was a director of the Company from December 1998
to April 2000, and the Company's Executive Vice President from January 1998 to
April 2000. Prior thereto, Mr. Salter was the Company's Vice President
- -Corporate Development from June 1997 through January 1998 and served the
Company as a consultant from June 1996 through July 1997. Prior thereto, from
January 1989 through May 1996, Mr. Salter rendered consulting services in the
areas of sales and marketing to a variety of small businesses and companies. Mr.
Salter received a Bachelor of Arts from the University of Michigan and is a
graduate of the Boston University School of Law.

Kenneth J. Smaha, 52, has been the Company's Chief Operating Officer
since November 1999. Prior thereto, Mr. Smaha was Executive Vice President of
Webster Industries, a manufacturer of consumer and institutional plastic
products, and a division of Chelsea Industries, Inc., from January 1995 through
October 1999. Mr. Smaha has a Bachelor of Science in Finance and Accounting from
the University of Maine, Orono, and a Master of Business Administration from
Babson College.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth certain information concerning
beneficial ownership of the Company's Common Stock by the directors, the three
executive officers named under the heading "SUMMARY COMPENSATION TABLE," and all
directors and executive officers as a group, as of the Voting Record Date.
Beneficial ownership is determined in accordance with the rules and regulations
of the Securities and Exchange Commission. For purposes of calculating the
percentage beneficially owned, the number of shares of Common Stock includes
17,593,102 shares of Common Stock outstanding as of the Voting Record Date and
the shares of Common Stock subject to options held by the person or group that
are currently exercisable or exercisable within 60 days from the Voting Record
Date. The address of all persons listed below is c/o SafeScience, Inc., Park
Square Building, 31 St. James Avenue, 8th Floor, Boston, MA 02116.

<TABLE>

NUMBER OF SHARES OF OUTSTANDING
COMMON STOCK BENEFICIALLY UNEXERCISED TOTAL PERCENTAGE
OWNED AT VOTING RECORD OPTIONS AND BENEFICIALLY BENEFICIALLY OWNED
NAMES OF OFFICERS AND DIRECTORS DATE WARRANTS OWNED SHARES (1)
------------------------------- ------------------------- ---------- ------------ ------------------

<S> <C> <C> <C> <C>
David Platt 2,959,550 100,000 3,059,550 (2) 17.3%
Bradley J. Carver 2,557,686 100,000 2,657,686 (2) 15.0%
David W. Dube - 14,000 14,000 (3) 0.1%
Richard A. Salter 503,330 100,000 603,330 (2) 3.4%
Theodore J. Host - 14,000 14,000 (3) 0.1%
Brian G.R. Hughes 47,180 23,470 70,650 (4) 0.4%
All directors, executive
officers and nominees for
directors as a group 6,067,946 351,470 6,419,416 35.8%
(8 persons)

<PAGE>

(1) The information presented with respect to stock ownership and related
percentage information is based on Common Stock as a percentage of the
aggregate number of shares of Common Stock outstanding. The number of
shares of Common Stock outstanding, 17,593,102, does not include shares
issuable upon exercise of warrants or of certain outstanding stock
options or reserved for issuance pursuant to the Company's 1998 Stock
Option Plan or shares issuable upon exercise of options which will
become exercisable upon attainment by the Company of certain
pre-determined milestones.

(2) Includes 100,000 shares issuable upon the exercise of options which
were granted to such individual which have vested as of the Voting
Record Date

(3) Consists of 20,000 shares issuable upon the exercise of options which
were granted to such individual upon election as a director, 14,000 of
which have vested as of the Voting Record Date.

(4) Includes (i) 20,000 shares issuable upon the exercise of options which
were granted to such individual upon election as a director, 14,000 of
which have vested as of the Voting Record Date, and (ii) warrants to
purchase 9,469 shares of common stock.

</TABLE>

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During the fiscal year ended December 31, 1999, the Board of Directors
of the Company met six times in addition to taking a number of actions by
unanimous written consent. During fiscal year 1999, no incumbent director of the
Company attended fewer than 100% of the aggregate of the total number of Board
meetings.

The Board of Directors has an Audit Committee, consisting of Mr. Dube,
Mr. Host and Mr. Hughes. The Audit Committee recommends the selection of
independent auditors, discusses and reviews the scope and the fees of the
prospective annual audit and reviews the results thereof with the independent
auditors, reviews compliance with existing major accounting and financial
policies of the Company, reviews the adequacy of the financial organization of
the Company and reviews management's procedures and policies relevant to the
adequacy of the Company's internal accounting controls and compliance with
federal and state laws relating to accounting practices. The Audit Committee
held one meeting during 1999.

The Board of Directors also has a Compensation Committee, consisting of
Mr. Dube, Mr. Host and Mr. Hughes. The Compensation Committee administers the
Company's 1998 Stock Option Plan, and reviews and approves the annual salary,
bonus and other benefits, direct or indirect, of the members of senior
management of the Company. The Compensation Committee is comprised of
non-employee directors as such term is defined under Rule 16b-3 of the Exchange
Act. The Compensation Committee held two meetings during 1999.

DIRECTOR COMPENSATION

The Company's directors who are not also employees of the Company
receive cash compensation for their services equal to $1,500 per meeting in
addition to reimbursement for travel expenses incurred in traveling to and from
meetings. In addition, directors who are not also employees of the Company
receive a non-qualified option to purchase 20,000 shares of Common Stock, which
vests over two years during consecutive one-year terms as directors. Such
options vest and become exercisable as follows: options to purchase 4,000 shares
become exercisable at the time the optionee becomes a director; and options to
purchase an additional 2,000 shares become exercisable at the end of each full
calendar quarter thereafter. After the expiration of such two one-year terms as
directors, each director may be granted options to purchase additional shares
for subsequent periods of service. The exercise price with respect to all
options granted to directors will be the average closing bid price of the Common
Stock during the twenty trading days prior to the date of grant. The exercise
price of currently outstanding options is $5.50 per share. Such options will be
exercisable for a period of ten years from the date of grant. All vesting of
options will cease at such time as any optionee ceases to be a non-employee
director of the Company for any reason, and any options theretofore granted
which have not vested will be cancelled and forfeited to the Company.

<PAGE>

Directors who are employees of the Company or its affiliates do not
receive any compensation for their services as a director. Accordingly, Dr.
Platt, Mr. Carver and Mr. Salter were not compensated as such for their services
as directors in 1999.

VOTE REQUIRED FOR ELECTION OF DIRECTORS

The directors will be elected upon receipt of a plurality of all votes
cast by holders of common stock at the annual stockholders meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL OF
THE NOMINEES NAMED HEREIN.

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors has appointed the firm of Arthur Andersen LLP,
independent certified public accountants ("Arthur Andersen"), as the auditors of
the Company for the 2000 fiscal year, subject to the ratification of such
appointment by the stockholders at the annual meeting. Arthur Andersen has
audited the Company's financial statements since the year ended December 31,
1997.

If the appointment of Arthur Andersen for the 2000 fiscal year is not
ratified by the stockholders, the Board of Directors will appoint other
independent accountants whose appointment for any period subsequent to the next
annual meeting of stockholders will be subject to the approval of stockholders
at that meeting. A representative of Arthur Andersen is expected to be present
at the annual meeting and will have an opportunity to make a statement should he
or she so desire. The representative will also be available to respond to
appropriate questions from stockholders during the meeting.

VOTE REQUIRED FOR RATIFICATION OF APPOINTMENT OF AUDITORS

Ratification of the selection of Arthur Andersen as independent public
accountants will require the affirmative vote of holders of a majority of the
shares of the Common Stock present in person or represented by proxy at the
annual meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR
THE 2000 FISCAL YEAR.

PROPOSAL 3 - APPROVAL OF THE 2000 STOCK INCENTIVE PLAN

The following is a summary of the 2000 Stock Incentive Plan. Please
review the copy of the 2000 Stock Incentive Plan attached as Exhibit A hereto
for its complete terms.

BACKGROUND

The 2000 Stock Incentive Plan was established to provide motivation to
certain employees, officers, consultants and advisors, and non-employee
directors, of the Company and its subsidiaries by providing incentives to such
persons either through cash payments and/or through the ownership and
performance of the Common Stock. The 2000 Stock Incentive Plan is intended to
align the interests of such persons with those of the Company's shareholders.

SHARES AVAILABLE

The aggregate number of shares of Common Stock available for grants
under the 2000 Stock Incentive Plan during its term will be 1,000,000 shares.
Such shares may be authorized but unissued shares, or treasury shares.

<PAGE>

ADMINISTRATION

The 2000 Stock Incentive Plan provides for administration by a
committee of the Board of Directors or a committee appointed by the Board of
Directors from among its members (the "Committee"). The Committee may consist of
two or more members of the Board of Directors who are (i) "Non-Employee
Directors" within the meaning of Rule 16b-3(b)(3) (or any successor rule)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and (ii) "outside directors" within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code") or such other members of
the Board of Directors. The Committee will have the responsibility, in its sole
discretion, to control, operate, manage and administer the 2000 Stock Incentive
Plan in accordance with its terms. The Committee is authorized, subject to the
provisions of the 2000 Stock Incentive Plan, to establish such rules and
regulations as it deems necessary for the proper administration of the 2000
Stock Incentive Plan and to make such determinations and interpretations and to
take such action in connection with the 2000 Stock Incentive Plan and any Awards
(as defined below) as it deems necessary or advisable. Among the Committee's
powers are the authority to determine eligibility for participation in the 2000
Stock Incentive Plan and determine the form, amount and other terms and
conditions of Awards. The Committee also has the power to modify or waive
restrictions on Awards, to amend Awards and to grant extensions and
accelerations of Awards.

ELIGIBILITY FOR PARTICIPATION

All employees, officers and directors of the Company and its
subsidiaries, as well as certain consultants and advisors to the Company or any
of its subsidiaries, will be eligible to participate in the 2000 Stock Incentive
Plan and to receive awards under the 2000 Stock Incentive Plan. The selection of
participants is within the discretion of the Committee.

MAXIMUM INDIVIDUAL AWARDS

The maximum aggregate number of shares of Common Stock underlying all
Awards measured in shares of Common Stock (whether payable in cash, Common
Stock, or a combination of both) that may be granted to any single participant
during the life of the 2000 Stock Incentive Plan is 300,000 shares (subject to
adjustment).

TYPES OF AWARDS

The 2000 Stock Incentive Plan provides for the grant of any or all of
the following types of benefits: (1) stock options, including incentive stock
options and non-qualified stock options; (2) stock appreciation rights; (3)
stock awards; and (4) performance awards (collectively, "Awards"). Awards may
constitute Performance-Based Awards, as described below.

STOCK OPTIONS

A stock option consists of a right to purchase shares of Common Stock.
Stock options may be incentive stock options, qualifying for special tax
treatment, or non-qualified options. The Committee will determine the number of
shares subject to the option, the manner and time of the option's exercise, and
the option's exercise price, which cannot be lower than the fair market value of
the Common Stock on the date of grant; however, the exercise price of any
non-qualified stock option may be lower than the fair market value of the Common
Stock on the date of grant if the Committee - in its sole discretion and due to
special circumstances - determines otherwise on the date of grant. Stock options
cannot be exercised after the tenth anniversary of their date of grant, and the
Committee will otherwise determine when each stock option becomes vested and
exercisable. Stock options may also be subject to such other terms and
conditions, as be determined by the Committee in its sole discretion. The stock
option exercise price may be paid in cash or, in the sole discretion of the
Committee, by the delivery of shares of Common Stock then owned by the
participant, or by a combination of these methods. In the sole discretion of the
Committee, payment may also be made by delivering a properly executed exercise
notice together with a copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds to pay the exercise
price. The Committee may prescribe any other method of paying the exercise price
that it determines to be consistent with applicable law and the purpose of the
2000 Stock Incentive Plan, including, without limitation, in

<PAGE>

lieu of the exercise of a stock option by delivery of shares of Common Stock
then owned by a participant, providing the Company with a notarized statement
attesting to the number of shares owned by the participant, where, upon
verification by the Company, the Company would issue to the participant only the
number of incremental shares to which the participant is entitled upon exercise
of the stock option.

STOCK APPRECIATION RIGHTS

An stock appreciation right is a right to receive a payment, in cash,
Common Stock, or a combination thereof, equal to the excess of (x) the fair
market value, or other specified valuation (which shall not be greater than the
fair market value), of a specified number of shares of Common Stock on the date
the right is exercised over (y) the fair market value, or other specified
valuation (which shall not be less than fair market value), of such shares of
Common Stock on the date the right is granted, all as determined by the
Committee. Each stock appreciation right shall be subject to such terms and
conditions as the Committee shall impose in its sole discretion.

STOCK AWARDS

A stock award consists of a grant of shares of Common Stock that are
subject to such terms and conditions as the Committee, in its sole discretion,
determines appropriate - including, without limitation, restrictions on the sale
or other disposition of such shares and the right of the Company to reacquire
such shares for no consideration upon termination of the participant's
employment within specified periods. A participant who has been granted a stock
award will have all of the rights of a holder of shares of Common Stock,
including the right to receive dividends and to vote the shares, unless the
Committee determines otherwise on the date of grant.

PERFORMANCE AWARDS

A performance award consists a right to receive a specified number of
shares of Common Stock or cash at the end of a specified period, subject to such
terms and conditions as the Committee, in its sole discretion, determines
appropriate - including, without limitation, determining the performance goal or
goals which, depending on the extent to which such goals are met, will determine
the number and/or value of the performance awards that will be paid out or
distributed to the participant who has been granted performance awards.

PERFORMANCE-BASED AWARDS

Certain Awards granted under the 2000 Stock Incentive Plan may be
granted in a manner such that the Award qualifies for the performance-based
compensation exemption to Section 162(m) of the Code ("Performance-Based
Awards"). As determined by the Committee in its sole discretion, either the
granting or vesting of such Performance-Based Awards will be based upon one of
more of the following factors: net sales; pre-tax income before allocation of
corporate overhead and bonus; budget; cash flow; earnings per share; net income;
division, group or corporate financial goals; return on stockholders' equity;
return on assets; attainment of strategic and operational initiatives;
appreciation in and/or maintenance of the price of the Common Stock or any other
publicly-traded securities of the Company; market share; gross profits; earnings
before interest and taxes; earnings before interest, taxes, depreciation and
amortization; economic value-added models; comparisons with various stock market
indices; and/or reductions in costs; or any combination of the foregoing.

With respect to Performance-Based Awards that are not stock options or
SARs based solely on the increase in the fair market value of Common Stock after
the grant of Awards: (i) the Committee shall establish in writing, (x) the
objective performance-based goals applicable to a given period and (y) the
individuals or class of individuals to which such performance-based goals apply
no later than 90 days after the commencement of such period (but in no event
after 25% of such period has elapsed); (ii) no Performance-Based Award shall be
payable to, or vest with respect to, as the case may be, any participant for a
given fiscal period until the Committee certifies in writing that the objective
performance goals (and any other material terms) applicable to such period have
been satisfied; and (iii) the Committee may reduce or eliminate the number of
shares of Common Stock or cash granted or the number of shares of Common Stock
vested upon attainment of the performance goal.

<PAGE>

CHANGE IN CONTROL

If there is a change in control of the Company, the Committee, in its
sole discretion, may determine that all or a portion of each outstanding Award
shall become fully exercisable, if applicable, upon the Change in Control or at
such other date or dates that the Committee may determine, and that any vesting
and forfeiture restrictions shall lapse at such date or dates. In addition, the
Committee, in its sole discretion, may determine that, upon the occurrence of a
change in control of the Company, all or a portion of certain outstanding stock
options and stock appreciation rights will terminate within a specified number
of days after notice to the holders, and each such holder will receive, with
respect to each share of Common Stock subject to a stock option or stock
appreciation right, an amount equal to the excess of the fair market value of
such shares of Common Stock immediately prior to the occurrence of such change
in control over the exercise price per share of such stock option or stock
appreciation right. Such amount will be payable in cash, in one or more kinds of
property (including the property, if any, payable in the transaction) or in a
combination thereof, as the Committee, in its sole discretion, will determine.
Also, the Committee may, in its sole discretion, provide that an Award may be
assumed by any entity which acquires control of the Company, or that an Award
may be substituted by a similar award under such entity's compensation plans.

TERMINATION OF EMPLOYMENT OR SERVICE

If a participant's employment or service as an employee, officer,
director, advisor or consultant is terminated due to death or disability, all
non-vested portions of stock options held by the participant will immediately be
forfeited and all vested portions of stock options held by the participant will
remain exercisable until the earlier of (i) the end of the 12-month period
following the date of death or termination of employment, or (ii) the date the
stock options would otherwise expire. If a participant's employment is
terminated by the Company for cause, all stock options held by a participant,
whether vested or non-vested, will immediately be forfeited by such participant.
If a participant's employment is terminated for any reason other than for cause
or other than due to death or disability, all non-vested portions of stock
options held by the participant will immediately be forfeited and all vested
portions of stock options held by the participant will remain exercisable until
the earlier of (i) the end of the 90-day period following the date of the
termination of employment, or (ii) the date the stock options would otherwise
expire. The exercisability of stock options after a termination of employment or
service may also be varied from the terms described above if different terms are
provided in individual stock option agreements.

The effect of a termination of employment or service under Awards other
than stock options shall be as provided in the grant agreement for the Award.

OTHER TERMS OF AWARDS

The 2000 Stock Incentive Plan provides that Awards are not transferable
otherwise than by will or the laws of descent and distribution or, in the case
of Awards other than incentive stock options, pursuant to a qualified domestic
relations order under Section 414(p) of the Code; however, the Committee may
permit the transferability of a nonqualified stock option by a participant, as a
gift to members of the participant's immediate family or trusts or family
partnerships or other similar entities for the benefit of such persons, provided
the participant receives no consideration for the transfers and all such
transferred options will be subject to the same terms and conditions as were
applicable immediately prior to the transfer.

The Board may amend, suspend, or terminate the 2000 Stock Incentive
Plan at any time with or without prior notice, provided that such action does
not reduce the amount of any outstanding Award or change the terms and
conditions of any outstanding Award without the participant's consent. No
amendment of the 2000 Stock Incentive Plan will, without the approval of the
stockholders of the Company, increase the total number of shares which may be
issued under the 2000 Stock Incentive Plan, or increase the maximum number of
shares with respect to all Awards measured in Common Stock that may be granted
to any individual.

The Company, or the applicable subsidiary, may require a participant to
reimburse the corporation which employs such participant for any taxes required
by any governmental regulatory authority to be withheld or otherwise deducted
and paid by such corporation or entity with respect to any Award, and the
corporation or entity which employs such participant has the right to withhold
the amount of such taxes from any other sums due or

<PAGE>

to become due from such corporation or entity to the participant upon such terms
and conditions as the Committee shall prescribe, which may include withholding
shares of Common Stock underlying any Award.

The 2000 Stock Incentive Plan contains provisions for equitable
adjustment of Awards in the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, reverse stock split, split up,
spin-off, combination of shares, exchange of shares, dividend in kind or other
like change in capital structure or distribution (other than normal cash
dividends) to stockholders of the Company.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The statements in the following paragraphs of the principal federal
income tax consequences of Awards under the 2000 Stock Incentive Plan are based
on statutory authority and judicial and administrative interpretations, as of
the date of this document, which are subject to change at any time (possibly
with retroactive effect). The law is technical and complex and the discussion
below represents only a general summary. Each participant should consult his or
her own tax advisor regarding the federal, state or local tax consequences of
their participation in the plan.

Incentive Stock Options. Incentive stock options ("ISOs") granted under
the 2000 Stock Incentive Plan are intended to meet the definitional requirements
of Section 422(b) of the Code for "incentive stock options."

A participant who receives an ISO does not recognize any taxable income
upon the grant of such ISO. Similarly, the exercise of an ISO generally does not
give rise to federal taxable income to the participant, provided that (i) the
federal "alternative minimum tax," which depends on the participant's particular
tax situation, does not apply and (ii) the participant is employed by the
Company from the date of grant of the option until three months prior to the
exercise thereof, except where such employment or service terminates by reason
of disability or death (where the three month period is extended to one year).

Further, if after exercising an ISO, a participant disposes of the
Common Stock so acquired more than two years from the date of grant and more
than one year from the date of transfer of the Common Stock pursuant to the
exercise of such ISO (the "applicable holding period"), the participant will
normally recognize a long-term capital gain or loss equal to the difference, if
any, between the amount received for the shares and the exercise price. If,
however, the participant does not hold the shares so acquired for the applicable
holding period - thereby making a "disqualifying disposition" - the participant
would realize ordinary income on the excess of the fair market value of the
shares at the time the ISO was exercised over the exercise price, and the
balance of income, if any, would be long-term capital gain (provided the holding
period for the shares exceeded one year and the participant held such shares as
a capital asset at such time).

A participant who exercises an ISO by delivering Common Stock
previously acquired pursuant to the exercise of another ISO is treated as making
a "disqualifying disposition" of such Common Stock if such shares are delivered
before the expiration of their applicable holding period. Upon the exercise of
an ISO with previously acquired shares as to which no disqualifying disposition
occurs, the participant would not recognize gain or loss with respect to such
previously acquired shares.

The Company will not be allowed a federal income tax deduction upon the
grant or exercise of an ISO or the disposition, after the applicable holding
period, of the Common Stock acquired upon exercise of an ISO. In the event of a
disqualifying disposition, the Company generally will be entitled to a deduction
in an amount equal to the ordinary income recognized by the participant,
provided that such amount constitutes an ordinary and necessary business expense
to the Company and is reasonable and the limitations of Sections 280G and 162(m)
of the Code (discussed below) do not apply.

Non-Qualified Stock Options and Stock Appreciation Rights.
Non-qualified stock options ("NSOs") granted under the 2000 Stock Incentive Plan
are options that do not qualify as ISOs. A participant who receives an NSO or an
SAR will not recognize any taxable income upon the grant of such NSO or SAR.
However, the participant generally will recognize ordinary income upon exercise
of an NSO in an amount equal to the excess of (i) the fair market value of the
shares of Common Stock at the time of exercise over (ii) the exercise price.

<PAGE>

Similarly, upon the receipt of cash or shares pursuant to the exercise of an
SAR, the individual generally will recognize ordinary income in an amount equal
to the sum of the cash and the fair market value of the shares received.

As a result of Section 16(b) of the Exchange Act, under certain
circumstances, the timing of income recognition may be deferred (generally for
up to six months following the exercise of an NSO or SAR (i.e., the "Deferral
Period")) for any individual who is an officer or director of the Company or a
beneficial owner of more than ten percent (10%) of any class of equity
securities of the Company. Absent a Section 83(b) election (as described below
under "Other Awards"), recognition of income by the individual will be deferred
until the expiration of the Deferral Period, if any.

The ordinary income recognized with respect to the receipt of shares or
cash upon exercise of a NSO or a SAR will be subject to both wage withholding
and other employment taxes. In addition to the customary methods of satisfying
the withholding tax liabilities that arise upon the exercise of an SAR for
shares or upon the exercise of a NSO, the Company may satisfy the liability in
whole or in part by withholding shares of Common Stock from those that otherwise
would be issuable to the participant or by the participant tendering other
shares owned by him or her, valued at their fair market value as of the date
that the tax withholding obligation arises.

A federal income tax deduction generally will be allowed to the Company
in an amount equal to the ordinary income recognized by the individual with
respect to his or her NSO or SAR, provided that such amount constitutes an
ordinary and necessary business expense to the Company and is reasonable and the
limitations of Sections 280G and 162(m) of the Code do not apply.

If a participant exercises an NSO by delivering shares of Common Stock
to the Company, other than shares previously acquired pursuant to the exercise
of an ISO which is treated as a "disqualifying disposition" as described above,
the participant will not recognize gain or loss with respect to the exchange of
such shares, even if their then fair market value is different from the
participant's tax basis. The participant, however, will be taxed as described
above with respect to the exercise of the NSO as if he or she had paid the
exercise price in cash, and the Company likewise generally will he entitled to
an equivalent tax deduction.

Other Awards. With respect to other Awards under the 2000 Stock
Incentive Plan that are settled either in cash or in shares of Common Stock that
are either transferable or not subject to a substantial risk of forfeiture (as
defined in the Code and the regulations thereunder), participants generally will
recognize ordinary income equal to the amount of cash or the fair market value
of the Common Stock received.

With respect to Awards under the 2000 Stock Incentive Plan that are
settled in shares of Common Stock that are restricted to transferability and
subject to a substantial risk of forfeiture - absent a written election pursuant
to Section 83(b) of the Code filed with the Internal Revenue Service within 30
days after the date of transfer of such shares pursuant to the award (a "Section
83(b) election") - a participant will recognize ordinary income at the earlier
of the time at which (i) the shares become transferable or (ii) the restrictions
that impose a substantial risk of forfeiture of such shares (the "Restrictions")
lapse, in an amount equal to the excess of the fair market value (on such date)
of such shares over the price paid for the Award, if any. If a Section 83(b)
election is made, the participant will recognize ordinary income, as of the
transfer date, in an amount equal to the excess of the fair market value of the
Common Stock as of that date over the price paid for such Award, if any.

The ordinary income recognized with respect to the receipt of cash,
shares of Common Stock or other property under the 2000 Stock Incentive Plan
will be subject to both wage withholding and other employment taxes.

The Company generally will be allowed a deduction for federal income
tax purposes in an amount equal to the ordinary income recognized by the
participant, provided that such amount constitutes an ordinary and necessary
business expense and is reasonable and the limitations of Sections 280G and
162(m) of the Code do not apply.

Dividends and Dividend Equivalents. To the extent Awards under the 2000
Stock Incentive Plan earn dividend or dividend equivalents, whether paid
currently or credited to an account established under the 2000 Stock

<PAGE>

Incentive Plan, a participant generally will recognize ordinary income with
respect to such dividend or dividend equivalents.

Change in Control. In general, if the total amount of payments to a
participant that are contingent upon a "change of control" of the Company (as
defined in Section 280G of the Code), including payments under the 2000 Stock
Incentive Plan that vest upon a "change in control," equals or exceeds three
times the individual's "base amount" (generally, such participant's average
annual compensation for the five calendar years preceding the change in
control), then, subject to certain exceptions, the payments may be treated as
"parachute payments" under the Code, in which case a portion of such payments
would be non-deductible to the Company and the participant would be subject to a
20% excise tax on such portion of the payments.

Certain Limitations on Deductibility of Executive Compensation. With
certain exceptions, Section 162(m) of the Code denies a deduction to publicly
held corporations for compensation paid to certain executive officers in excess
of $1 million per executive per taxable year (including any deduction with
respect to the exercise of an NSO or SAR or the disqualifying disposition of
stock purchased pursuant to an ISO). One such exception applies to certain
performance-based compensation provided that such compensation has been approved
by stockholders in a separate vote and certain other requirements are met. The
Company believes that Stock Options, SARs and Performance-Based Awards granted
under the 2000 Stock Incentive Plan should qualify for the performance-based
compensation exception to Section 162(m).

REGULATION

The 2000 Stock Incentive Plan is neither qualified under the provisions
of Section 401(a) of the Code, nor subject to any of the provisions of ERISA.

OPTIONS OUTSTANDING UNDER THE 2000 STOCK INCENTIVE PLAN

As of April 14, 2000, 1,000,000 shares of Common Stock were reserved to
be granted under the 2000 Stock Incentive Plan. The Company has approved, but
has not granted any stock options to date under the 2000 Stock Incentive Plan.

The following table sets forth information regarding the number of
shares subject to options approved for grant under the 2000 Stock Incentive Plan
to: (i) all executive officers named in the Summary Compensation Table; (ii) all
current executive officers as a group; (iii) all current directors who are not
executive officers, as a group; and (iv) all employees, including all current
executives who are not executive officers, as a group:

<TABLE>

2000 Stock Incentive Plan
-------------------------
Number of Shares
Name and Position Dollar Value ($) (1) Subject to Option
- ----------------- -------------------- -----------------

<S> <C> <C>
David Platt, Chairman, Secretary and Chief Executive Officer - 3,028
Bradley J. Carver, President and Treasurer - 3,028
Richard A. Salter, Vice President - 3,028
All current executive officers as a group (5 persons) - 15,325
All current directors who are not executive officers as a group
(3 persons) - 0
-
All other employees as a group (45 persons) - 179,835

- ----------------------
(1) The exercise price of these approved, but not granted, options is
anticipated to be the fair market value of the Company's common stock on
the date of grant.

</TABLE>

The number of shares which may be subject to options to be granted to
the named executive officers, directors and employees of the Company is entirely
within the discretion of the Committee and is therefore not determinable at this
time.

<PAGE>

INTERESTS OF CERTAIN PERSONS

Each of Dr. Platt and Mr. Carver are executive officers of the Company.
As directors, each has voted for the approval of the proposal to adopt the 2000
Stock Incentive Plan. As executive officers, each is eligible to receive awards
and rights thereunder. Each is also a stockholder in the Company, and may vote
his shares for approval of the adoption of the 2000 Stock Incentive Plan.

The closing price for the Company's Common Stock on April 14, 2000, as
reported on the NASDAQ, was $8.50 per share.

VOTE REQUIRED FOR APPROVAL OF THE 2000 STOCK INCENTIVE PLAN

Approval by the holders of a majority of the shares of Common Stock
present in person or represented by proxy at the annual meeting is necessary for
stockholder approval of the 2000 Stock Incentive Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE 2000
STOCK INCENTIVE PLAN.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid or accrued during
1999, 1998 and 1997 for services rendered during such period by the chief
executive officer and secretary, the president and treasurer and a vice
president (the "named executive officers"). No other executive officer of the
Company had aggregate compensation from the Company exceeding $100,000 in 1999.

<TABLE>

SUMMARY COMPENSATION TABLE
<CAPTION>

Long Term Compensation
----------------------

Restricted Stock Securities
Awards Underlying
------
Position Year Salary Bonus Options
-------- ---- ------ ----- -------
<S> <C> <C> <C> <C> <C>
David Platt, Chairman, Chief 1999 $157,500 - - 100,000
Executive Officer and 1998 $119,000 - - -
Secretary 1997 $106,000 - - -

Bradley J. Carver, President and 1999 $157,500 - - 100,000
Treasurer 1998 $119,000 - - -
1997 $104,000 - - -

Richard A. Salter, Vice President 1999 $452,720 (1) - - 350,000 (4)
1998 $391,988 (2) - - 320,000 (5)
1997 $139,781 (3) - - -

- ----------------------
(1) Mr. Salter's salary for the period January through June 1999 was paid
in the form of 40,000 shares of Common Stock valued at $352,720. For
the period July through December 1999 Mr. Salter received cash
compensation of $100,000.

(2) Mr. Salter's salary in 1998 was paid in the form of 90,000 shares of
Common Stock of the Company each valued on in its date of issuance
totaling $391,988. Mr. Salter did not receive any cash compensation
from the Company.

<PAGE>

(3) Mr. Salter's salary in 1997 was paid in the form of 30,000 shares of
Common Stock of the Company each valued on its date of issuance
totaling at $139,781. Mr. Salter did not receive any cash compensation
from the Company. In addition, prior to becoming an employee of the
Company in June 1997, he received 30,000 shares of Common Stock in 1997
as a consultant.

(4) Consists of (i) options to purchase 250,000 shares of Common Stock
granted in 1999 at an exercise price of $10.70 per share granted in
exchange for cancellation of options to purchase 100,000 shares at an
exercise price of $0.01 per share, granted in 1998, (ii) options to
purchase 100,000 shares of Common Stock at an exercise price of $13.375
per share granted in 1999.

(5) Consists of options to purchase 300,000 and 20,000 shares of common
stock at an exercise price of $.01 per share granted in 1998.

</TABLE>

Option Grant Table. The following table set forth certain information
regarding options granted during the year ended December 31, 1999 to the named
executive officers.

<TABLE>

OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 1999
<CAPTION>

INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL POTENTIAL REALIZABLE VALUE AT ASSUMED
UNDERLYING OPTIONS GRANTED EXERCISE OR ANNUAL RATES OF STOCK PRICE APPRECIATION
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION FOR OPTION TERM (2)
NAME GRANTED (#) FISCAL YEAR (1) ($/SHARE) DATE 0% ($) 5%($) 10%($)
---- ----------- --------------- --------- ---- ------ ----- ------

<S> <C> <C> <C> <C> <C> <C> <C>
David Platt 100,000 (3) 15.6 13.375 6/21/02 - 210,823 442,712
Bradley J. Carver 100,000 (3) 15.6 13.375 6/21/02 - 210,823 442,712
Richard A. Salter 100,000 (3) 15.6 13.375 6/21/02 - 210,823 442,712
Richard A. Salter 250,000 39.0 10.70 6/15/02 668,750 1,195,808 1,775,531

- ----------------------
(1) Based on options to purchase an aggregate of 641,000 shares granted to
officers and employees during the fiscal year ended December 31, 1999.

(2) These columns show the hypothetical gains or option spreads of the
options granted based on the fair market value of the Common Stock on
the date of grant and assumed annual compound share appreciation rates
of 0%, 5% and 10% over the full term of the options. The assumed rates
of appreciation are mandated by the SEC and do not represent the
Company's estimate or projection of future share prices. Actual gains,
if any, on option exercises will depend on the timing of such exercise
and the future performance of the Common Stock. Values are net of the
option exercise prices, but do not include deductions for taxes or
other expenses associated with the exercise.

(3) Each of these grants vested immediately.

</TABLE>

Year-end Option Table. The following table sets forth certain
information regarding options exercised during the year ended December 31, 1999
by the named executive officers.

<PAGE>

<TABLE>

AGGREGATE OPTION EXERCISES AS OF DECEMBER 31, 1999
AND YEAR-END OPTION VALUES
<CAPTION>

NUMBER OF NUMBER OF SECURITIES VALUE OF UNEXERCISED IN THE
SHARES VALUE UNDERLYING UNEXERCISED MONEY OPTIONS AT FISCAL
ACQUIRED ON REALIZED OPTIONS AT FISCAL YEAR-END YEAR-END (2)
NAME EXERCISE ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ------ ----------- ------------- ----------- -------------

<S> <C> <C> <C> <C> <C> <C>
David Platt - - 100,000 - 0 -
Bradley J. Carver - - 100,000 - 0 -
Richard Salter - - 100,000 - 0 -
Richard A. Salter 100,000 (3) 500,000 - - - -
Richard A. Salter 250,000 (4) 0 - - - -

- ---------------
(1) The values in this column represent the reported closing price on the
respective dates of exercise, less the respective option exercise
prices.

(2) Value is based on the closing price of the Common Stock on December 31,
1999 of $11.625, the last trading of the Company's 1999 fiscal year,
less the applicable option exercise price.

(3) In January 1998, the Company granted Mr. Salter options to purchase
300,000 shares of Common Stock for a purchase price of $0.01 per share,
vesting annually 100,000 shares for each of the three years 1998, 1999
and 2000 at the commencement of which Mr. Salter remains with the
Company. Mr. Salter has exercised the 1998 and 1999 options.

(4) On June 15, 1999, the Company entered into a transaction whereby Mr.
Salter, its vice president, relinquished an option to purchase 100,000
shares of common stock for a price of $0.01 per share which would have
vested on January 1, 2000 and, in exchange, the Company issued to him a
stock option for 250,000 shares of common stock at an exercise price of
$10.70 per share, the estimated fair market value of the common stock
on the date of the transaction. The option was exercised immediately.

</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 7, 1994, as amended April 14, 1999, the predecessor to the
Company entered into a licensing agreement with Dr. Platt, the Company's Chief
Executive Officer and a director, to pay Dr. Platt a royalty of two percent (2%)
of the net sales of the Company's GBC-590 product. During and after the ninth
year of the licensing agreement, Dr. Platt had the right to terminate the
licensing agreement if royalties of at least $50,000 are not paid in such year,
subject to a 30-day cure period by the Company. For 1999, no royalty was paid by
the Company to Dr. Platt.

In March 1997, the Company received a promissory note in the principal
amount of $65,000 from Mr. Carver, its President and Treasurer and a
stockholder. The term of the note is sixty (60) months with installments of
$375.61 and an interest rate of 5.66% with a final balloon payment on the
five-year anniversary thereof. The note is secured by a pledge of 25,000 shares
of Common Stock owned by Mr. Carver. As of March 31, 2000 the outstanding
balance of such note is $62,298.

On June 15, 1999, the Company entered into a transaction whereby Mr.
Salter, its vice president, relinquished an option to purchase 100,000 shares of
common stock for a price of $0.01 per share which would have vested on January
1, 2000 and, in exchange, the Company issued to him a stock option for 250,000
shares of common stock at an exercise price of $10.70 per share, the estimated
fair market value of the common stock on the date of the transaction. The option
was exercised immediately. The Company loaned Mr. Salter an amount representing
the entire exercise price. The principal balance of this note is $2,675,000, and
accrues interest at 4.92%

<PAGE>

per annum, compounded semi-annually. Mr. Salter pledged the 250,000 shares of
common stock as collateral. The note is non-recourse and is secured by the
pledged shares. All outstanding principal, together with accrued interest in the
unpaid principal balance of this note, will be due on June 15, 2004. The balance
outstanding at December 31, 1999 is $2,750,000.

During the second quarter of 1999, the Company advanced $72,000 to Mr.
Salter, Vice President, and in the third quarter of 1999, advanced an additional
$200,000 under two non-recourse promissory notes. The outstanding principal
balance of the $72,000 promissory note accrues interest at 4.9% per annum,
compounded semi-annually and the outstanding principal balance of the $200,000
promissory note accrues interest at 5.35% per annum, compounded semi-annually.
Mr. Salter pledged 5,970 shares of the Common Stock held by him as collateral
for the $72,000 promissory note and 9,553 shares of the Common Stock held by him
as collateral for the $200,000 promissory note. All outstanding principal,
together with accrued interest on the unpaid principal balance of the $72,000
and $200,000 promissory notes, are due August 4, 2000 and May 5, 2000,
respectively. Pursuant to such promissory notes, Mr. Salter agreed not to sell
any shares of the Company's common stock prior to April 1, 2000 with respect to
the $72,000 promissory notes and January 1, 2000 with respect to the $200,000
promissory note.

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total return to
shareholders of Common Stock of the Company from September 30, 1995 through
December 31, 1999 to cumulative total return of the NASDAQ Stock Market (U.S.)
Index and the NASDAQ Pharmaceutical Index for the same period of time. The
Company does not believe any other published industry or line-of-business index
adequately represents the current operations of the Company or that it can
identify a peer group that merits comparison. The graph assumes $100 is invested
in the Company's stock and in each of the two indexes at the closing market
quotations on September 30, 1995 and that dividends are reinvested. The
performances shown on the graph are not necessarily indicative of future price
performance.

<TABLE>

Cumulative Total Return
-------------------------------------------------------------------
9/95 12/95 12/96 12/97 12/98 12/99

<S> <C> <C> <C> <C> <C> <C>
SafeScience, Inc. 100 215 169 223 323 715
NASDAQ Stock Market (U.S.) Index 100 101 125 153 215 398
NASDAQ Pharmaceutical Index 100 117 117 121 154 286

</TABLE>

<PAGE>

This stock price performance graph shall not be deemed to be
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933, as
amended, or the Exchange Act and shall not otherwise be deemed filed under such
Acts.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors of the Company has
furnished the following excerpts from minutes of their meetings with respect to
executive compensation:

On June 29, 1999, the Compensation Committee voted that the salaries
for the three senior executives, Dr. Platt, the Company's Chief Executive
Officer and Secretary, Mr. Carver, the Company's President and Treasurer, and
Mr. Salter, the Company's then Vice President, be set at $180,000 per year and
that the Company enter into a three-year contract with each executive. The
contracts contain non-competition covenants that prohibit the officer from
competing with the Company during the term of the contract and thereafter for a
period equal to the longer of one year after termination or until the cessation
of payments under the contract.

The Compensation Committee also voted that option grants in the amount
of 100,000 shares per officer be approved.

The approval of the salary and option grant for senior management was
based on the Compensation Committee's review of grants to senior management in
comparable publicly traded companies.

The Compensation Committee recommended that the Company retain an
outside advisor to help the Company develop a formal compensation policy. Such a
policy should take into account practices at peer companies of a similar size
and stage, as well as the increase in the Company's market capitalization over
the long term. The Company intends to implement this recommendation during the
year 2000.

The above excerpts from minutes of the Compensation Committee's
meetings shall not be deemed to be incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934 and shall not
otherwise be deemed filed under such Acts.

COMPENSATION COMMITTEE

David W. Dube
Theodore J. Host
Brian G.R. Hughes

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended December 31, 1999, Mr. Dube, Mr. Host and
Mr. Hughes served on the Compensation Committee. No committee member was
involved in an interlocking relationship nor insider participation with respect
to the Compensation Committee.

EMPLOYMENT CONTRACTS

The Company has employment agreements with each of Dr. Platt, as
Chairman and Chief Executive Officer of the Company, Mr. Carver, as President of
the Company, and Mr. Salter, as Vice President of the Company, each dated as of
June 29, 1999 (each, an "Employment Agreement" and collectively, the "Employment
Agreements"). The following summary does not purport to be complete and is
subject to and is qualified in its entirety by reference to the Employment
Agreements. Copies of the Employment Agreements are available by request from
the Company.

The Employment Agreements expire on June 29, 2002. The Employment
Agreements provide that each executive is entitled to an annual base salary of
$180,000, and to receive bonuses, in the discretion of the

<PAGE>

Compensation Committee, based upon the Company and the executive meeting certain
performance targets established under the Company's stock plans by the
Compensation Committee.

Under the terms of the Employment Agreements, if the Company terminates
any of the executive's employment other than for Cause (as defined in the
Employment Agreements), or the executive terminates his employment because of a
material breach by the Company of his Employment Agreement, then the Company
shall continue to pay such executive his annual base salary in effect at the
time of termination for the duration of the term of the Employment Agreement, to
be paid at the time otherwise due, and any bonus not yet paid to such executive
earned in the year prior to termination, to be paid at the time otherwise to
have been paid, as if employment had not been terminated.

In the event of termination of the employment of any of the executives
by reason of death or permanent disability (as defined in the Employment
Agreements) of such executive, the Company shall pay to such executive or his
estate or other successor in interest, at the time otherwise due, his annual
base salary and any benefits due to such executive through the date of
termination, but reduced in the case of permanent disability by any payments
received under any disability plan, program or policy paid for by the Company.

If the Company terminates the employment of any of the executives for
Cause, or any such executive terminates his employment with the Company other
than because of a material breach by the Company of his Employment Agreement,
the Company shall pay such executive his annual base salary and benefits earned
through the date of termination, and the Company shall have no further
obligations to such executive under his Employment Agreement.

Under the terms of the Employment Agreements, the executives are
prohibited from competing with the Company during the periods of their
employment with the Company and for one year following the end of the scheduled
term of such employment. However, in the event of termination of an executive's
employment by the Company for other than Cause, or by an executive because of
the material breach by the Company of his Employment Agreement, such executive
is prohibited from competing with the Company after any such termination only
for so long as such executive is entitled to receive his annual base salary from
the Company.

In addition, the executives are subject to nondisclosure and
confidentiality provisions under the Employment Agreements, which provisions
survive any termination of the Employment Agreements.

STOCKHOLDER PROPOSALS

If any stockholder of the Company intends to present a proposal for
consideration at the next annual meeting of stockholders anticipated to be held
in June 2001 and desires to have such proposal included in the proxy statement
and form of proxy distributed by the Board of Directors with respect to such
meeting, such proposal must be received at the main office of the Company no
later than January 10, 2001. Any such proposal shall be sent to the attention of
the Secretary of the Company at Park Square Building, 31 St. James Avenue, 8th
Floor, Boston, MA 02116.

FILINGS UNDER SECTION 16(A) OF THE 1934 ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that the Company's officers and directors and persons who own more than
10% of the Company's Common Stock file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC"). Officers,
directors and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms that they file.

Based solely on its review of the copies of such forms received by it,
and written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during the fiscal year
ended December 31, 1999, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were complied with on
a timely basis.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the
annual meeting other than those matters described in the proxy statement.
However, if any other matters should properly come before the annual meeting, it
is intended that the proxies solicited hereby will be voted with respect to
those other matters in accordance with the judgment of the persons voting the
proxies.

<PAGE>

SOLICITATION OF PROXIES

The cost of solicitation of proxies in the accompanying form will be
borne by the Company, including expenses in connection with preparing and
mailing this proxy statement. In addition to solicitation of proxies by mail,
directors, officers and employees of the Company (who will receive no additional
compensation therefore) may solicit the return of proxies by telephone, telegram
or personal interview. Arrangements have also been made with brokerage houses
and other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of stock held of record by such
persons, and the Company will reimburse them for reasonable out-of-pocket
expenses incurred by them in connection therewith.

Each holder of the Company's Common Stock who does not expect to be
present at the annual meeting or who plans to attend but who does not wish to
vote in person is urged to fill in, date and sign the proxy and return it
promptly in the enclosed return envelope.

Insofar as any of the information in the proxy statement may rest
peculiarly within the knowledge of persons other than the Company, the Company
relies upon information furnished by others for the accuracy and completeness
thereof.

By Order of the Board of Directors,

/s/ David Platt
---------------
David Platt, Chairman,
Chief Executive Officer and Secretary
May 10, 2000

<PAGE>

Exhibit A

SAFESCIENCE, INC.
2000 STOCK INCENTIVE PLAN

1. Purpose. The purpose of the SafeScience, Inc. 2000 Stock Incentive
Plan (the "Plan") is to provide (i) key employees of SafeScience, Inc. (the
"Company") and its subsidiaries, (ii) certain consultants and advisors who
perform services for the Company or its subsidiaries, and (iii) members of the
Board of Directors of the Company (the "Board"), with the opportunity to acquire
shares of the Common Stock of the Company ("Common Stock") or receive monetary
payments based on the value of such shares. The Company believes that the Plan
will enhance the incentive for Participants (as defined in Section 3) to
contribute to the growth of the Company, thereby benefiting the Company and the
Company's shareholders, and will align the economic interests of the
Participants with those of the shareholders.

2. Administration.

(a) Committee. The Plan shall be administered and interpreted by a
compensation committee (the "Committee"). The Committee may consist of two or
more members of the Board who are "outside directors" as defined under Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and
"non-employee directors" as defined under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or such other members of
the Board.

(b) Authority of Committee. The Committee has the sole authority,
subject to the provisions of the Plan, to (i) select the employees and other
individuals to receive Awards (as defined in Section 4) under the Plan, (ii)
determine the type, size and terms of the Awards to be made to each individual
selected, (iii) determine the time when the Awards will be granted and the
duration of any applicable exercise and vesting period, including the criteria
for exercisability and vesting and the acceleration of exercisability and
vesting with respect to each individual selected, and (iv) deal with any other
matter arising under the Plan. The Committee is authorized to interpret the Plan
and the Awards granted under the Plan, to establish, amend and rescind any rules
and regulations relating to the Plan, and to make any other determination that
it deems necessary or desirable for the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned. All powers of the Committee shall be executed in its sole discretion
and need not be uniform as to similarly situated individuals. Any act of the
Committee with respect to the Plan may only be undertaken and executed with the
affirmative consent of at least two-thirds of the members of the Committee.

(c) Responsibility of Committee. No member of the Board, no member of
the Committee and no employee of the Company shall be liable for any act or
failure to act hereunder, except in circumstances involving his or her bad
faith, gross negligence or willful misconduct, or for any act or failure to act
hereunder by any other member of the Committee or employee of the Company. The
Company shall indemnify members of the Committee and any employee of the Company
against any and all liabilities or expenses to which they may be subjected by
reason of any act or failure to act with respect to their duties under the Plan,
except in circumstances involving his or her bad faith, gross negligence or
willful misconduct.

(d) Delegation of Authority. The Committee may delegate to the
President of the Company the authority to (i) make grants under the Plan to
employees of the Company and its subsidiaries who are not subject to the
restrictions of Section 16(b) of the Exchange Act and who are not expected to be
subject to the limitations of Section 162(m) of the Code, and (ii) execute and
deliver documents or take any other ministerial actions on behalf of the
Committee with respect to Awards. The grant of authority under this Subsection
2(d) shall be subject to such conditions and limitations as may be determined by
the Committee. If the President makes grants pursuant to the delegated authority
under this Subsection 2(d), references in the Plan to the "Committee" as they
relate to making such grants shall be deemed to refer to the President.

<PAGE>

3. Participants. All employees, officers and directors of the Company
and its subsidiaries (including members of the Board who are not employees), as
well as consultants and advisors to the Company or its subsidiaries, are
eligible to participate in the Plan. Consistent with the purposes of the Plan,
the Committee shall have exclusive power to select the employees, officers,
directors and consultants and advisors who may participate in the Plan
("Participants"). Eligible individuals may be selected individually or by groups
or categories, as determined by the Committee in its discretion, and designation
as a person to receive Awards in any year shall not require the Committee to
designate such a person as eligible to receive Awards in any other year.

4. Types of Awards. Awards under the Plan may be granted in any one or
a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock
Awards, and (d) Performance Awards (each as described below, and collectively,
"Awards"). Awards may constitute Performance-Based Awards, as described in
Section 10. Each Award shall be evidenced by a written agreement between the
Company and the Participant (an "Agreement"), which need not be identical
between Participants or among Awards, in such form as the Committee may from
time to time approve; provided, however, that in the event of any conflict
between the provisions of the Plan and any Agreement, the provisions of the Plan
shall prevail.

5. Common Stock Available under the Plan. The aggregate number of
shares of Common Stock that may be subject to Awards shall be 1,000,000 shares
of Common Stock, which may be authorized and unissued or treasury shares,
subject to any adjustments made in accordance with Section 11 hereof. The
maximum number of shares of Common Stock with respect to which Awards may be
granted to any individual Participant shall be 300,000 shares. Any share of
Common Stock subject to an Award that for any reason is cancelled or terminated
without having been exercised or vested shall again be available for Awards
under the Plan; provided, however, that any such availability shall apply only
for purposes of determining the aggregate number of shares of Common Stock
subject to Awards and shall not apply for purposes of determining the maximum
number of shares subject to Awards that any individual Participant may receive.

6. Stock Options. Stock Options will enable a Participant to purchase
shares of Common Stock upon set terms and at a fixed purchase price. Stock
Options may be treated as (i) "incentive stock options" within the meaning of
Section 422(b) of the Code ("Incentive Stock Options"), or (ii) Stock Options
which do not constitute Incentive Stock Options ("Nonqualified Stock Options").
Each Stock Option shall be subject to the terms, conditions and restrictions
consistent with the Plan as the Committee may impose, subject to the following
limitations:

(a) Exercise Price. The exercise price per share (the "Exercise Price")
of Common Stock subject to a Stock Option shall be determined by the
Committee and may be equal to, greater than, or less than the Fair Market
Value (as defined in Section 15) of a share of Common Stock on the date the
Stock Option is granted.

(b) Payment of Exercise Price. The Exercise Price may be paid in cash
or, in the discretion of the Committee, by the delivery of shares of Common
Stock that have been owned by the Participant for at least six months, or
by a combination of these methods. In the discretion of the Committee,
payment may also be made by delivering a properly executed exercise notice
to the Company together with a copy of irrevocable instructions to a broker
to deliver promptly to the Company the amount of sale or loan proceeds to
pay the Exercise Price. To facilitate the foregoing, the Company may enter
into agreements for coordinated procedures with one or more brokerage
firms. The Committee may also prescribe any other method of paying the
Exercise Price that it determines to be consistent with applicable law and
the purpose of the Plan, including, without limitation, in lieu of the
exercise of a Stock Option by delivery of shares of Common Stock of the
Company then owned by the Participant, providing the Company with a
notarized statement attesting to the number of shares owned for at least
six months, where upon verification by the Company, the Company would issue
to the Participant only the number of incremental shares to which the
Participant is entitled upon exercise of the Stock Option.

(c) Exercise Period. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by
the Committee; provided, however, that no Stock Option shall be exercisable
later than ten years after the date it is granted. All Stock Options shall

<PAGE>

terminate at such earlier times and upon such conditions or circumstances
as the Committee shall determine, as set forth in the related Agreement.

(d) Limitations on Incentive Stock Options. Incentive Stock Options may
be granted only to Participants who, at the time of the grant, are
employees of the Company or a parent or subsidiary of the Company, and only
at an Exercise price that is not less than the Fair Market Value of a share
of Common Stock on the date of the grant. The aggregate Fair Market Value
of the Common Stock (determined as of the date of the grant) with respect
to which Incentive Stock Options are exercisable for the first time by a
Participant during any calendar year (under all option plans of the
Company) shall not exceed $100,000. For purposes of the preceding sentence,
Incentive Stock Options will be taken into account in the order in which
they are granted. Incentive Stock Options may not be granted to a
Participant who, at the time of grant, owns stock possessing (after the
application of the attribution rules of Section 424(d) of the Code) more
than 10% of the total combined voting power of all outstanding classes of
stock of the Company or any subsidiary of the Company, unless the option
price is fixed at not less than 110% of the Fair Market Value of the Common
Stock on the date of grant and the exercise of such Incentive Stock Option
is prohibited by its terms after the expiration of five years from its date
of grant.

(e) Termination of Employment, Disability or Death.

(1) Except as provided below or in an Agreement, a Stock Option may
only be exercised while the Participant is employed by, or providing
service to, the Company, as an employee, member of the Board or advisor or
consultant. In the event that a Participant ceases to be employed by, or
provide service to, the Company for any reason other than Disability (as
defined in Paragraph (5) below), death or termination for Cause (as defined
in Paragraph (5) below), any Stock Option which is otherwise exercisable by
the Participant shall terminate unless exercised within 90 days after the
date on which the Participant ceases to be employed by, or provide service
to, the Company, but in any event no later than the date of expiration of
the Stock Option. Except as otherwise provided by the Committee, any Stock
Options which are not otherwise exercisable as of the date on which the
Participant ceases to be employed by, or provide service to, the Company
shall terminate as of such date.

(2) In the event the Participant ceases to be employed by, or provide
service to, the Company on account of a termination for Cause by the
Company, any Stock Option held by the Participant shall terminate as of the
date the Participant ceases to be employed by, or provide service to, the
Company. In addition, notwithstanding any other provisions of this Section
6, if the Committee determines that the Participant has engaged in conduct
that constitutes Cause at any time while the Participant is employed by, or
providing service to, the Company, or after the Participant's termination
of employment or service, any Stock Option held by the Participant shall
immediately terminate. In the event the Committee determines that the
Participant has engaged in conduct that constitutes Cause, in addition to
the immediate termination of all Stock Options, the Participant shall
automatically forfeit all shares underlying any exercised portion of a
Stock Option for which the Company has not yet delivered the share
certificates, upon refund by the Company of the Exercise Price paid by the
Participant for such shares (subject to any right of setoff by the
Company).

(3) In the event the Participant ceases to be employed by, or provide
service to, the Company because the Participant is Disabled, any Stock
Option which is otherwise exercisable by the Participant shall terminate
unless exercised within one year after the date on which the Participant
ceases to be employed by, or provide service to, the Company, but in any
event no later than the date of expiration of the Stock Option.

(4) If the Participant dies while employed by, or providing service to,
the Company, any Stock Option which is otherwise exercisable by the
Participant shall terminate unless exercised within one year after the date
on which the Participant ceases to be employed by, or provide service to,
the Company, but in any event no later than the date of expiration of the
Stock Option.

(5) For purposes of this Section 6(e):

<PAGE>

(A) The term "Company" shall mean the Company and its subsidiary
corporations.

(B) "Disability" or "Disabled" shall mean a Participant's becoming
disabled within the meaning of Section 22(e)(3) of the Code.

(C) "Cause" shall mean, except to the extent specified otherwise by the
Committee, a finding by the Committee that the Participant has breached any
provision of his or her terms of employment or service contract with the
Company, including without limitation covenants against competition, or has
engaged in disloyalty to the Company, including, without limitation, fraud,
embezzlement, theft, commission of a felony or proven dishonesty in the
course of his or her employment or service, or has disclosed trade secrets
or confidential information of the Company to persons not entitled to
receive such information.

7. Stock Appreciation Rights. Stock Appreciation Rights shall provide a
Participant with the right to receive a payment, in cash, Common Stock or a
combination thereof, in an amount equal to the excess of (i) the Fair Market
Value, or other specified valuation, of a specified number of shares of Common
Stock on the date the right is exercised, over (ii) the Fair Market Value of
such shares on the date of grant, or other specified valuation (which shall be
no less than the Fair Market Value on the date of grant). Each Stock
Appreciation Right shall expire no more than ten years from its date of grant,
and shall be subject to such other terms and conditions as the Committee shall
deem appropriate, including, without limitation, provisions for the forfeiture
of the Stock Appreciation Right for no consideration upon termination of
employment.

8. Stock Awards. Stock Awards shall consist of Common Stock issued or
transferred to Participants with or without other payments therefor as
additional compensation for services to the Company. Stock Awards may be subject
to such terms and conditions as the Committee determines appropriate, including,
without limitation, restrictions on the sale or other disposition of such shares
and the right of the Company to reacquire such shares for no consideration upon
termination of the Participant's employment within specified periods or prior to
becoming vested. The Committee may require the Participant to deliver a duly
signed stock power, endorsed in blank, relating to the Common Stock covered by a
Stock Award. The Committee may also require that the stock certificates
evidencing such shares be held in custody or bear restrictive legends until the
restrictions thereon shall have lapsed. The Stock Award shall specify whether
the Participant shall have, with respect to the shares of Common Stock subject
to a Stock Award, all of the rights of a holder of shares of Common Stock of the
Company, including the right to receive dividends and to vote the shares. 9.
Performance Awards. Performance Awards shall provide a Participant with the
right to receive a specified number of shares of Common Stock or cash at the end
of a specified period. The Committee shall have complete discretion in
determining the number, amount and timing of Performance Awards granted to each
Participant. The Committee may condition the payment of Performance Awards upon
the attainment of specific performance goals or such other terms and conditions
as the Committee deems appropriate, including, without limitation, provisions
for the forfeiture of such payment for no consideration upon termination of the
Participant's employment prior to the end of a specified period.

10. Performance-Based Awards. Certain Awards granted under the Plan may
be granted in a manner such that they qualify for the performance based
compensation exemption of Section 162(m) of the Code ("Performance-Based
Awards"). As determined by the Committee in its sole discretion, either the
granting or vesting of such Performance-Based Awards are to be based upon one or
more of the following factors: net sales; pretax income before allocation of
corporate overhead and bonus; budget; earnings per share; net income; division,
group or corporate financial goals; return on stockholders' equity; return on
assets; attainment of strategic and operational initiatives; appreciation in
and/or maintenance of the price of the Common Stock or any other publicly-traded
securities of the Company; market share; gross profits; earnings before interest
and taxes; earnings before interest, taxes, depreciation and amortization;
economic value-added models and comparisons with various stock market indices;
reduction in costs; or any combination of the foregoing. With respect to
Performance-Based Awards that are not Stock Options or Stock Appreciation Rights
based solely on the appreciation in the Fair Market Value of Common Stock after
the grant of the Award, (i) the Committee shall establish in writing (x) the
objective performance-based goals applicable to a given period and (y) the
individual employees or class of employees to

<PAGE>

which such performance-based goals apply, no later than 90 days after the
commencement of such fiscal period (but in no event after 25% of such period has
elapsed), (ii) no Performance-Based Awards shall be payable to or vest with
respect to, as the case may be, any Participant for a given fiscal period until
the Committee certifies in writing that the objective performance goals (and any
other material terms) applicable to such period have been satisfied, and (iii)
the Committee may reduce or eliminate the number of shares of Common Stock or
cash granted or the number of shares of Common Stock vested upon the attainment
of such performance goal. After establishment of a performance goal, the
Committee shall not revise such performance goal or increase the amount of
compensation payable thereunder (as determined in accordance with Section 162(m)
of the Code) upon the attainment of such performance goal.

11. Adjustments to Awards. In the event of any change in the
outstanding Common Stock of the Company by reason of any stock split, stock
dividend, split-up, split-off, spin-off, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares, a sale by the
Company of all or part of its assets, or in the event of any distribution to
stockholders of other than a normal cash dividend, or other extraordinary or
unusual event, if the Committee shall determine, in its discretion, that such
change equitably requires an adjustment in the terms of any Awards or the number
of shares of Common Stock that are subject to Awards, such adjustment shall be
made by the Committee and shall be final, conclusive and binding for all
purposes of the Plan.

12. Change in Control.

(a) Effect. In its sole discretion, the Committee may determine that,
upon the occurrence of a Change in Control (as defined below), all or a portion
of each outstanding Award shall become exercisable in full (if applicable, and
whether or not then exercisable) upon the Change of Control or at such other
date or dates that the Committee may determine, and that any forfeiture and
vesting restrictions thereon shall lapse on such date or dates. In its sole
discretion, the Committee may also determine that, upon the occurrence of a
Change in Control, each outstanding Stock Option and Stock Appreciation Right
shall terminate within a specified number of days after notice to the
Participant thereunder, and each such Participant shall receive, with respect to
each share of Common Stock subject to such Stock Option or Stock Appreciation
Right, an amount equal to the excess of the Fair Market Value of such shares
immediately prior to such Change in Control over the exercise price per share of
such Stock Option or Stock Appreciation Right; such amount shall be payable in
cash, in one or more kinds of property (including the property, if any, payable
in the transaction) or a combination thereof, as the Committee shall determine
in its sole discretion.

(b) Defined. For purposes of this Plan, a Change in Control shall be
deemed to have occurred if:

(1) a tender offer (or series of related offers) shall be made and
consummated for the ownership of 30% or more of the outstanding voting
securities of the Company;

(2) the Company shall be merged or consolidated with another
corporation and as a result of such merger or consolidation less than 50%
of the outstanding voting securities of the surviving or resulting
corporation shall be owned in the aggregate by the former shareholders of
the Company, any employee benefit plan of the Company or its subsidiaries,
and their affiliates;

(3) the Company shall sell substantially all of its assets to another
corporation that is not wholly owned by the Company; or

(4) a Person (as defined below) shall acquire 30% or more of the
outstanding voting securities of the Company (whether directly, indirectly,
beneficially or of record).

For purposes of this Section 12(b), ownership of voting securities
shall take into account and shall include ownership as determined by applying
the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under
the Exchange Act. Also for purposes of this Subsection 12(b), Person shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used
in Sections 13(d) and 14(d) thereof; however, a Person shall not include (1) the
Company or any of its subsidiaries; (2) a trustee or other fiduciary holding
securities under an employee

<PAGE>

benefit plan of the Company or any of its subsidiaries; (3) an underwriter
temporarily holding securities pursuant to an offering of such securities; or
(4) a corporation owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportion as their ownership of stock of the
Company.

13. Transferability of Awards. Except as provided below, a
Participant's rights under an Award may not be transferred or encumbered, except
by will or by the laws of descent and distribution or, in the case of Awards
other than Incentive Stock Options, pursuant to a qualified domestic relations
order (as defined under Section 414(p) the Code). The Committee may provide, in
an Agreement for a Nonqualified Stock Option, for its transferability as a gift
to family members, one or more trusts for the benefit of family members, or one
or more partnerships of which family members are the only partners, according to
such terms as the Committee may determine; provided that the Participant
receives no consideration for the transfer and the transferred Nonqualified
Stock Option shall continue to be subject to the same terms and conditions as
were applicable to the Nonqualified Stock Option immediately before the
transfer.

14. Market Stand-Off.

(a) In connection with any underwritten public offering by the Company
of its equity securities pursuant to an effective registration, if required by
the Committee, a Participant shall not sell, make any short sale of, loan,
hypothecate, pledge, grant any option for the purchase of, or otherwise dispose
or transfer for value or otherwise agree to engage in any of the foregoing
transactions with respect to, any Common Stock without the prior written consent
of the Company or its underwriters. Such restriction (the "Market Stand-Off")
shall be in effect for such period of time from and after the effective date of
the final prospectus for the offering as may be requested by the Company or such
underwriters, but in no event shall such period exceed one hundred eighty (180)
days.

(b) A Participant shall be subject to the Market Stand-Off provided and
only if the officers and directors of the Company are also subject to similar
restrictions.

(c) In order to enforce the Market Stand-Off, the Corporation may
impose stop-transfer instructions with respect to the Common Stock until the end
of the applicable stand-off period.

15. Fair Market Value. If Common Stock is publicly traded, then the
"Fair Market Value" per share shall be determined as follows: (1) if the
principal trading market for the Common Stock is a national securities exchange
or the NASDAQ National Market, the last reported sale price thereof on the
relevant date or, if there were no trades on that date, the latest preceding
date upon which a sale was reported, or (2) if the Common Stock is not
principally traded on such exchange or market, the mean between the last
reported "bid" and "asked" prices of Common Stock on the relevant date, as
reported on NASDAQ or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Committee determines. If the Common Stock is
not publicly traded or, if publicly traded, is not subject to reported
transactions or "bid" or "asked" quotations as set forth above, the Fair Market
Value per share shall be as determined by the Committee.

16. Withholding. All distributions made with respect to an Award shall
be net of any amounts required to be withheld pursuant to applicable federal,
state and local tax withholding requirements. The Company may require a
Participant to remit to it or to the subsidiary that employs a Participant an
amount sufficient to satisfy such tax withholding requirements prior to the
delivery of any certificates for Common Stock. In lieu thereof, the Company or
the employing corporation shall have the right to withhold the amount of such
taxes from any other sums due or to become due to the Participant as the Company
shall prescribe. The Committee may, in its discretion and subject to such rules
as it may adopt, permit a Participant to pay all or a portion of the federal,
state and local withholding taxes arising in connection with any Award by
electing to have the Company withhold shares of Common Stock having a Fair
Market Value that is not in excess of the amount of tax to be withheld.

17. Shareholder Rights. A Participant shall not have any of the rights
or privileges of a holder of Common Stock for any Common Stock that is subject
to an Award, including any rights regarding voting or the payment of dividends
(except as expressly provided under the terms of the Award), unless and until a
certificate representing such Common Stock has been delivered to the
Participant.

<PAGE>

18. Tenure. A Participant's right, if any, to continue to serve the
Company or its subsidiaries as a director, officer, employee, consultant or
advisor shall not be expanded or otherwise affected by his or her designation as
a Participant.

19. No Fractional Shares. No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash shall be paid in lieu of fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.

20. Duration, Amendment and Termination. No Award may be granted more
than ten years after the Effective Date (as described in Section 22). The Plan
may be amended or suspended in whole or in part at any time and from time to
time by the Board, but no amendment shall be effective unless and until the same
is approved by shareholders of the Company where the amendment would (i)
increase the total number of shares which may be issued under the Plan or (ii)
increase the maximum number of shares which may be issued to any individual
Participant under the Plan. No amendment or suspension of the Plan shall
adversely affect in a material manner any right of any Participant with respect
to any Award theretofore granted without such Participant's written consent.

21. Governing Law. This Plan, Awards granted hereunder and actions
taken in connection with the Plan shall be governed by the laws of the
Commonwealth of Massachusetts regardless of the law that might otherwise apply
under applicable principles of conflicts of laws.

22. Effective Date. This Plan shall be effective as of April 12, 2000
which is the date as of which the Plan was adopted by the Board, provided that
the Plan is approved by the shareholders of the Company at the 2000 annual
meeting of shareholders, and such approval of shareholders shall be a condition
to the right of each Participant to receive an Award hereunder.