First Canadian American Holding Corp – ‘DEFR14A’ on 4/28/00

On:  Friday, 4/28/00   ·   Accession #:  930413-0-756   ·   File #:  0-22947

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Revised Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Definitive 14A Revised                                38    149K 

Document Table of Contents

DEFR14A
1st Page of 38
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
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 ss.240.14a-11(c) or ss.240.14a-12           

Adatom.com, 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)(1) and 0-11.    

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

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

2) Aggregate number of securities to which transaction applies:                 

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

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

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

4) Proposed maximum aggregate value of transaction:                             

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

5) Total fee paid:                                                        

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

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

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

DEFR14A
2nd Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 2nd
  [ON ISSUER LETTERHEAD]

[LOGO OMITTED]                                                                  
--------------------------------------------------------------------------------
920 Hillview Court . Suite 160 . Milpitas, CA  95035 . Phone:  (408) 935-7979 . 
Fax:  (408) 715-5130 email   corp@adatom.com                                    

April 27, 2000                                                                  

DEAR FELLOW STOCKHOLDER:                                                        

You are cordially invited to attend our Annual Meeting of Stockholders at 10:00 
a.m. on Thursday, May 25, 2000, at the Embassy Suites Hotel, 901 E. Calaveras   
Boulevard, Milpitas, California 95035. At the Annual Meeting, we will review our
1999 performance and answer your questions.                                     

With this letter, we are including:                                             

o        the Notice for the Annual Meeting,                                     
o        the Proxy Statement,                                                   
o        the Proxy Card,                                                        
o        the 1999 Annual Report on Form 10-KSB, and                             
o        a prepaid addressed return envelope.                                   

Whether or not you plan on attending the Annual Meeting, I hope you will vote as
soon as possible. Your vote is important.                                       

Thank you for your ongoing support of and continued interest in Adatom.com, Inc.

Sincerely,                                                                      
/s/Richard S. Barton                                                            
Richard S. Barton                                                               
Chairman of the Board, President                                                
and Chief Executive Officer                                                     

____________________we make it personal_________________

DEFR14A
3rd Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 3rd
ADATOM.COM, INC. 2000 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

 TABLE OF CONTENTS

Notice of Annual Meeting                                                        
Proxy Statement                                                                 

                                                        [Enlarge/Download Table]

                                                                                                     
Introduction........................................................................................1
Questions and answers about the Proxy Materials and the Annual Meeting..............................2
         What am I voting on?.......................................................................2
         Who may attend the Annual Meeting?.........................................................2
         Who is entitled to vote?...................................................................2
         If I hold a warrant for Adatom.com stock, am I entitled to vote?...........................2
         If I hold a unit for Adatom.com stock and warrants, am I entitled to vote?.................3
         How many votes do I get?...................................................................3
         How are the directors elected?.............................................................3
         Who are the Board's nominees?..............................................................3
         What is the required vote for the proposals to pass?.......................................3
         How do I vote?.............................................................................3
         What if I change my mind after I return my proxy?..........................................4
         Will my shares be voted if I do not return my proxy?.......................................4
         What happens if my shares are held by my stockbroker?......................................4
         What happens if I abstain from voting on a proposal?.......................................5
         Who will count the vote?...................................................................5
         What does it mean if I get more than one Proxy Card?.......................................5
         What constitutes a quorum?.................................................................5
         What percentage of stock do the directors and executive officers own?......................6
         What is the deadline for submitting stockholder proposals for the Company's                 
                  proxy materials for next year's Annual Meeting?...................................6
         How can a stockholder propose a nominee for the Board?.....................................6
         How can a stockholder propose business at a stockholder's meeting?.........................6
         Can I make comments and/or ask questions during the Annual Meeting?........................7
Board Structure.....................................................................................8
Director Compensation...............................................................................8
Proposals to be Voted on............................................................................9
         Proposal No. 1 -- Election of Directors; Identification of Executive Officers..............9
         Proposal No. 2 -- Ratification of Independent Auditor.....................................13
         Proposal No. 3 -- Approval of Victor W. Nee Warrant and Issuance of Underlying Shares.....13
Stock Ownership of Management and Certain Beneficial Owners........................................14
         Section 16(a) Beneficial Ownership Reporting Compliance...................................15
Executive Compensation.............................................................................16
         Summary Compensation Table................................................................16
         Option Grants In The Last Fiscal Year.....................................................17
         Aggregated Option Exercises In Last Fiscal Year and Fiscal                                  
                  Year End Option Values...........................................................18
Employment Contracts and Termination of Employment                                                   
         and Change-in-Control Arrangements........................................................18
Certain Relationships and Related Transactions.....................................................20
Other Matters......................................................................................22
         Adjournment...............................................................................22
         Cost of Proxy Solicitation................................................................22
         Other Business............................................................................22

Appendix A:  Warrant Agreement and Form of Warrant to be Issued to Victor W. Nee                     

DEFR14A
4th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 4th
[ON ISSUER LETTERHEAD]

[LOGO OMITTED]                                                                  
--------------------------------------------------------------------------------
920 HILLVIEW COURT . SUITE 160 . MILPITAS, CA  95035 . PHONE:  (408) 935-7979 . 
FAX:  (408) 715-5130 EMAIL   corp@adatom.com                                    

April 27, 2000                                                                  

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF ADATOM.COM, INC.

Time                    10:00 a.m. on Thursday, May 25, 2000                    

Place                   Embassy Suites Hotel, 901 E. Calaveras Boulevard,       
Milpitas, California, 95035     

Items of Business       (1)     To elect directors                              

                        (2)     To ratify the appointment of Richard A. Eisner &
                         Company, LLP as the Company's independent
auditor for 2000

      (3)     To vote on the approval of the
                 issuance of a warrant to purchase
                    the Company's Common Stock to Victor
                    W. Nee, and issuance of Common Stock
                  underlying the warrant which, upon
                 exercise and if all conditions to
                    vesting are met, would result in the
                  issuance of shares of Common Stock
                 representing more than 20% of the
                presently issued and outstanding
              shares of the Company's Common
            Stock, and therefore require
                    stockholder approval under the rules
          of The Nasdaq Stock Market

                        (4)     To consider such other  business as may properly
       come before the meeting

Record Date             You are  entitled to vote if you were a  stockholder  at
        the close of business on April 20, 2000.

Voting By Proxy         Please submit a proxy as soon as possible so that your  
                     shares can be voted at the meeting in accordance with
                    your instructions. For specific instructions, please
                      refer to the Questions and Answers beginning on page 2
                   of this Proxy Statement and the instructions on the
Proxy Card.                     

                                    By Order of the Board of Directors

                         /s/  MICHAEL M. WHEELER
                         -----------------------
                    Michael M. Wheeler
                     Corporate Secretary

This Notice of Meeting and Proxy Statement and accompanying Proxy Card    
are being distributed beginning on or about April 27, 2000.     

DEFR14A
5th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 5th
[ON ISSUER LETTERHEAD]

[LOGO OMITTED]                                                                  
--------------------------------------------------------------------------------
920 Hillview Court . Suite 160 . Milpitas, CA  95035 . Phone:  (408) 935-7979 . 
Fax:  (408) 715-5130 email corp@adatom.com                                      

ADATOM.COM, INC. PROXY STATEMENT

April 27, 2000                                                                  

INTRODUCTION

         Effective  October  13,  1999  ("Effective  Date"),   Adatom,  Inc.,  a
California  corporation  ("Adatom,  Inc."),  merged (the "Merger") with and into
HealthCore Medical Solutions, Inc. ("HealthCore"),  a Delaware corporation, with
HealthCore as the surviving  corporation  which was renamed  "Adatom.com,  Inc."
("Adatom.com,"  "Adatom" or "the Company").  The Merger was consummated pursuant
to an Agreement and Plan of Merger, dated as of July 1, 1999, among Adatom, Inc.
and Healthcore (the "Merger Agreement").  Pursuant to the Merger Agreement,  the
Company  acquired  all of the  assets and  assumed  all of the  liabilities  and
obligations of Adatom,  Inc. Pursuant to the Merger Agreement,  on the Effective
Date, each share of Adatom,  Inc. common stock, no par value, was converted into
the right to receive  approximately  2.12 shares of the  Company's  common stock
("Common Stock").  Since the date of the Merger, the Company has been conducting
the business that Adatom, Inc. conducted prior thereto.                         

DEFR14A
6th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 6th
 QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING

WHAT AM I VOTING ON?                                                            

o    Election of five directors to serve until the 2001 Annual Meeting,         

o    Ratification of the Board's selection of Richard A. Eisner & Company,  LLP,
as the Company's independent auditor for 2000, and                    

o    Approval of the issuance of a warrant and Common Stock underlying the      
 warrant, to Victor W. Nee, an outside consultant and recently appointed
    member of the Board of Directors. Dr. Nee is also standing for election as
     a director. The warrant and the issuance of the Company's Common Stock upon
the exercise in full of the warrant a) involve a director and b) would
   represent a prospective issuance of more than 20% of the presently issued
     and outstanding shares of the Company's Common Stock, and therefore require
    stockholder approval under the rules of The Nasdaq Stock Market ("Nasdaq")
(as well as under the terms of the warrant agreement).                

WHO MAY ATTEND THE ANNUAL MEETING?                                              

All Company stockholders who held their shares of record as of the close of     
business on April 20, 2000 (the "Record Date") may attend, as well as any person
who holds a valid proxy from such a stockholder.                                

WHO IS ENTITLED TO VOTE?                                                        

Stockholders of record at the close of business on the Record Date, or those    
with a valid proxy from a stockholder, a brokerage firm or another similar      
organization which held the shares on the Record Date.                          

If I hold a warrant for Adatom.com stock, am I entitled to vote?                

No.                                                                             

2 

DEFR14A
7th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 7th
IF I HOLD A UNIT FOR ADATOM.COM STOCK AND WARRANTS, AM I ENTITLED TO VOTE?      

Yes. Each unit consists of one warrant and one share of Common Stock. You are   
entitled to vote the share of Common Stock.                                     

HOW MANY VOTES DO I GET?                                                        

Each share of Common Stock is entitled to one vote on each issue submitted to   
stockholders.                                                                   

HOW ARE THE DIRECTORS ELECTED?                                                  

The five nominees receiving the highest number of votes will be elected to the  
Board.                                                                          

WHO ARE THE BOARD'S NOMINEES?                                                   

The nominees are Richard S. Barton, Sylvia A. Dresner, Ralph K. Frasier, Sridhar
Jagannathan and Victor W. Nee. All the nominees are current Board members. See  
page 9 for biographical information, including the nominees' current            
directorships in other publicly held companies.                                 

WHAT IS THE REQUIRED VOTE FOR THE OTHER PROPOSALS TO PASS?                      

Each proposal must receive the affirmative vote of a majority of the shares     
present in person or represented by proxy and entitled to vote at the meeting.  

HOW DO I VOTE?                                                                  

YOU MAY VOTE BY MAIL.                                                           

You do this by signing the Proxy Card and mailing it in the enclosed, prepaid   
and addressed envelope. If you mark your voting instructions on the Proxy Card, 
your shares will be voted as you instruct.                                      

YOU MAY VOTE IN PERSON AT THE MEETING.                                          

We will pass out written ballots to anyone who wants to vote at the meeting. If 
you hold your shares in street name, you must request a Legal Proxy form from   
your stockbroker in order to vote at the meeting.                               

3 

DEFR14A
8th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 8th
If you return a signed card but do not provide voting instructions, your shares 
will be voted:                                                                  

- FOR the election of the five named director-nominees,       
- FOR the approval of the selection of the auditor, and       
   - FOR the approval of the warrant issued to Victor W. Nee and the
issuance of Common Stock underlying the warrant.          

WHAT IF I CHANGE MY MIND AFTER I RETURN MY PROXY?                               

You may revoke your proxy any time before the polls close at the meeting. You   
may do this by:                                                                 

- signing another proxy with a later date,                    
- voting again at the meeting, or                             
   - notifying the Corporate Secretary, in writing, that you wish to
          revoke your previous proxy. We must receive your notice prior to the
vote at the Annual Meeting.                               

WILL MY SHARES BE VOTED IF I DO NOT RETURN MY PROXY?                            

If you are a stockholder of record (that is, you hold your shares in your own   
name) and you do not return a properly completed proxy, your shares will not be 
voted unless you attend the meeting and vote in person. Different rules apply if
your broker holds your shares for you.                                          

WHAT HAPPENS IF MY SHARES ARE HELD BY MY STOCKBROKER?                           

Your broker, under certain circumstances, may vote your shares.                 

Brokers will write to you asking how you want your shares voted. However, if you
do not respond, brokers have authority under exchange and Nasdaq regulations to 
vote your unvoted shares on certain "routine" matters, including election of    
directors and approval of auditor. If you wish to change voting instructions you
give to your broker, you must ask your broker how to do so.                     

If you do not give your broker voting instructions, the broker may either:      

 o   proceed to vote your shares on routine matters (election of
      officers and approval of auditor) and refrain from voting on
non-routine matters (the                              

4 

DEFR14A
9th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 9th
     warrant issued to Dr. Nee and the issuance of Common Shares
underlying the warrant), or                           

o   leave your shares entirely unvoted.                       

Shares which your broker does not vote ("broker non-votes") will count towards  
the quorum only. We encourage you to provide your voting instructions to your   
broker. This ensures that your shares will be voted at the meeting.             

You may have granted to your stockbroker discretionary voting authority over    
your account. If so, your stockbroker may be able to vote your shares even on   
non-routine matters, depending on the terms of the agreement you have with your 
stockbroker.                                                                    

WHAT HAPPENS IF I ABSTAIN FROM VOTING ON A PROPOSAL?                            

If you abstain from voting on a proposal (whether by proxy or in person at the  
Annual Meeting), your shares will be counted in determining whether we have a   
quorum but the abstention will have the same effect as a vote against a         
proposal.                                                                       

WHO WILL COUNT THE VOTE?                                                        

Representatives of American Stock Transfer & Trust Company, our transfer agent, 
will serve as the inspector of elections and count the votes.                   

WHAT DOES IT MEAN IF I GET MORE THAN ONE PROXY CARD?                            

It means that you have multiple accounts at the transfer agent and/or with      
stockbrokers. Please sign and return all Proxy Cards to ensure that all your    
shares are voted.                                                               

WHAT CONSTITUTES A QUORUM?                                                      

A majority of the outstanding shares--present at the Annual Meeting or          
represented by persons holding valid proxies--constitutes a quorum. If you      
submit a valid Proxy Card, your shares will be part of the quorum.              

Without a quorum, no business may be transacted at the Annual Meeting. However, 
whether or not a quorum exists, a majority of the voting power of those present 
at the Annual Meeting may adjourn the Annual Meeting to another date, time and  
place.                                                                          

5 

DEFR14A
10th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 10th
At the Record Date, there were approximately 80 stockholders of record. There   
were 16,146,499 shares of our Common Stock outstanding and entitled to vote at  
the Annual Meeting.                                                             

WHAT PERCENTAGE OF STOCK DO THE DIRECTORS AND EXECUTIVE OFFICERS OWN?           

Together, they own approximately 52.3% of our Common Stock. See page 14 for more
details.                                                                        

WHAT IS THE DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS FOR THE COMPANY'S     
PROXY MATERIALS FOR NEXT YEAR'S ANNUAL MEETING?                                 

Any proposals which stockholders intend to present at the 2001 Annual Meeting of
Stockholders must be received by the Corporate Secretary of the Company by      
December 28, 2000 in order to be considered for inclusion in the Company's 2001 
proxy materials. A proposal and any supporting statement together may not exceed
500 words. Please submit the proposal to Michael M. Wheeler, Corporate          
Secretary, Adatom.com, Inc., 920 Hillview Court, Suite 160, Milpitas, California
95035.                                                                          

The Company will have discretionary authority to vote proxies which it obtains  
in connection with the 2001 annual meeting as to any matter of which it did not 
have notice by at least March 9, 2001.                                          

HOW CAN A STOCKHOLDER PROPOSE A NOMINEE FOR THE BOARD?                          

Any stockholder of record who is entitled to vote at a stockholders meeting may 
propose a nominee for the Board. The stockholder must give the Company written  
notice of his or her intention and provide such additional information as the   
Company requests. The notice must be received by the Corporate Secretary at     
least by March 9, 2001 for nominations in connection with the 2001 Annual       
Meeting.                                                                        

HOW CAN A STOCKHOLDER PROPOSE BUSINESS AT A STOCKHOLDERS' MEETING?              

Any stockholder of record who is entitled to vote at a stockholders' meeting may
propose business for the meeting. The stockholder must give the Company written 
notice of his or her intention and provide such additional information as the   
Company requests. The notice must be received by the Corporate Secretary at     
least by March 9, 2001 for proposals in connection with the 2001 Annual Meeting.

6 

DEFR14A
11th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 11th
CAN I MAKE COMMENTS AND/OR ASK QUESTIONS DURING THE ANNUAL MEETING?             

Yes, most certainly.                                                            

Stockholders wishing to address the meeting are welcome to do so by adhering to 
the following guidelines:                                                       

1. Stockholders may address the meeting when recognized by the Chairman.        

2. Each stockholder, when recognized, should stand and identify himself or      
herself.                                                                        

3. Stockholder remarks must be limited to matters properly before the meeting   
and may not exceed two minutes in duration, subject to the discretion of the    
Chairman to allow an extension.                                                 

7 

DEFR14A
12th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 12th
 BOARD STRUCTURE

This section briefly describes the functions of the principal committees of the 
Board.                                                                          

Audit: Responsible for reviewing, with the Company's independent accountants,   
the results and scope of the audit and other accounting related matters. The    
Audit Committee consists of Mr. Ralph K. Frasier and Dr. Victor W. Nee.         

Compensation: responsible for (i) reviewing and recommending to the Board of    
Directors the compensation and benefits of all officers of the Company and (ii) 
reviewing general policy matters relating to compensation and benefits of       
employees of the Company. The Compensation Committee consists of Ms. Sylvia A.  
Dresner and Mr. Ralph K. Frasier.                                               

Pursuant to the terms of the Underwriting Agreement executed in connection with 
the Company's initial public offering, the Company agreed, if requested by D.H. 
Blair Investment Banking Corp. ("Blair"), to nominate a designee of Blair to the
Company's Board of Directors until October 14, 2002. To date, Blair has made no 
requests.                                                                       

All directors hold office until the next annual meeting of stockholders or until
their successors are elected and qualified; vacancies and any additional        
positions created by Board action may be filled by action of the existing Board 
of Directors. All officers serve at the discretion of the Board of Directors.   

During 1999, there were 5 meetings of the Board of Directors and no meetings of 
either the Compensation Committee or the Audit Committee. Each of the           
director-nominees who served on the Board in 1999 attended 100% of all meetings.

 DIRECTOR COMPENSATION

During fiscal 1999, directors were not paid cash compensation for services      
rendered in that capacity. Directors were compensated in the form of an option  
grant under the Company's 1999 Stock Option Plan in the amount of 18,000 shares,
which were granted to directors on December 10, 1999 at an exercise price of    
$4.25 per share. Each option expires December 10, 2009.                         

8 

DEFR14A
13th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 13th
PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1 -- ELECTION OF DIRECTORS;
IDENTIFICATION OF EXECUTIVE OFFICERS

The following discussion identifies the Company's directors and nominees for    
director and provides information regarding the business experience of          
director-nominees. Also provided is similar information for the Company's       
current executive officers.                                                     

The Proposal calls for stockholders to vote on the election of directors. There 
are five nominees for election to our Board this year, all of whom are currently
serving as directors. All directors are elected annually to serve until the next
Annual Meeting and until their respective successors are elected.(1)            

                                             POSITION WITH
NAME                AGE                     THE COMPANY 
------------------------------------------------------------------------------- 
Richard S. Barton                51             Chairman of the Board of        
                                           Directors, President, Chief
                                        Executive Officer, Chief
                                              Financial Officer and Director
------------------------------------------------------------------------------- 
Sridhar Jagannathan              42             Executive Vice President,       
                                            Chief Technology Officer and
                        Director
------------------------------------------------------------------------------- 
Sylvia A. Dresner(3)             52             Director                        
------------------------------------------------------------------------------- 
Ralph K. Frasier(2, 3)           61             Director                        
------------------------------------------------------------------------------- 
Victor W. Nee(2)                 65             Director                        
------------------------------------------------------------------------------- 
Michael O. Vetterli              42             Vice President of Operations    
------------------------------------------------------------------------------- 
Michael M. Wheeler               51             Controller and Secretary        
------------------------------------------------------------------------------- 

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

(1) No director has any family relationship with any other director or with any 
executive officer of the Company.                                       

(2) Member of Audit Committee                                                   

(3) Member of Compensation Committee                                            

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE        
FOLLOWING NOMINEES.                                                             

VOTE REQUIRED                                                                   

The five persons receiving the highest number of votes represented by           
outstanding shares present in person or represented by proxy and entitled to    
vote will be elected.                                                           

9 

DEFR14A
14th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 14th
Nominees for Director                                                           

Richard S. Barton                                                               
Director since 1999                                                             

Richard S. Barton founded Adatom, Inc. in September 1996 after completing a     
Sloan Fellowship at Stanford University in Palo Alto, California from September 
1995 to June 1996. From 1993 to 1995, Mr. Barton was President of the U.S.      
Customer Operations Division of Xerox Corporation. From 1991 to 1993, Mr. Barton
served as Chairman, CEO and President of Xerox Canada, Inc. Mr. Barton serves on
the boards of directors of Avon Products, Inc., and the United States Chamber of
Commerce. Mr. Barton holds a Masters Degree in Business Management from Stanford
University. He has also completed the Wharton International Forum's China,      
Japan, Europe and United States segments at the University of Pennsylvania. Mr. 
Barton has served as Chairman of the Board, President and Chief Executive       
Officer and as a director since the Merger.                                     

Sridhar Jagannathan                                                             
Director since 1999                                                             

Sridhar Jagannathan is a co-founder of Adatom, Inc. and has had extensive       
experience in information technology implementation, software development,      
project management and technology consulting. Dr. Jagannathan has a Ph.D. degree
in engineering from the University of California, Berkeley (1985). He has a     
Masters Degree in Management from the Stanford Business School (Sloan Fellow,   
1996), where he specialized in Internet technologies and implications for       
e-commerce. From 1985 to 1995, Dr. Jagannathan was Group Manager and Director at
Glosten Associates located in Seattle, Washington where he managed software     
development. Dr. Jagannathan worked at Oracle Corporation from 1996 to 1999.    
Initially as the Director of Applications for the Applications Center of        
Excellence, subsequently he was the Technical Director for Internet and         
e-commerce Solutions Group at Oracle. Since June of 1999 Dr. Jagannathan has    
served as Chief Technology Officer and Executive Vice President of Adatom.com   
and has served as a Director since the Merger.                                  

Sylvia A. Dresner                                                               
Director since 1999                                                             

Sylvia A. Dresner was appointed a director of Adatom, Inc. in October 1999. Ms. 
Dresner has over 15 years of financial communications and marketing experience. 
Ms. Dresner is currently Senior Vice President of corporate communications and  
investor relations at VMW, Inc., a corporate communications and investor        
relation boutique in New York, a position she has held since 1996. From 1994 to 
1996 she was the Director of Corporate Investor Relations for Uncpix            
Entertainment. Ms. Dresner has also served on the board of                      

10

DEFR14A
15th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 15th
directors of the Financial Women's Association of New York and served as        
co-Chair of Marketing Communications and co-authored the Nasdaq Investor        
Relations Handbook. Ms. Dresner earned a Masters degree from Harvard University 
and a Bachelor's degree from Barnard College.                                   

Ralph K. Frasier                                                                
Director since 1999                                                             

Ralph K. Frasier was appointed a director of Adatom, Inc. in October 1999. Mr.  
Frasier has over 30 years' experience with diversified financial institutions.  
Mr. Frasier is currently Of Counsel for Porter, Wright, Morris & Arthur LLP, a  
250-lawyer firm headquartered in Ohio. From 1975 to 1998, Mr. Frasier was       
General Counsel and Secretary of the $30 billion dollar Huntington Bancshares   
Incorporated & Affiliates companies. From 1970 to 1975, Mr. Frasier served as   
Vice President and Assistant Counsel for the Wachovia Corporation. Mr. Frasier  
has also served as director, trustee, and in other leadership capacities in many
non-profit, for-profit and public sector institutions. Mr. Frasier earned his   
law degree from North Carolina Central University, School of Law and a Bachelor 
of Science in Business Administration from North Carolina Central University.   

Dr. Victor W. Nee                                                               
Director since 2000                                                             

Dr. Nee was appointed a director by the Company's Board on April 1, 2000. Dr.   
Nee holds 52 patents in the U.S. and Taiwan, has been a Professor of Fluid      
Mechanics in the Department of Aerospace and Mechanical Engineering at the      
University of Notre Dame since 1973, and is an advisor and consultant to over 20
U.S. and Chinese businesses. Dr. Nee also currently serves as an advisor to The 
University of Electronic Science and Technology of China; Beijing Orient        
Electronic Group; Ministry of Petroleum, Research Institute in Tanggu, China;   
and Central Iron and Steel Research Institute in Beijing, China. Dr. Nee is     
currently a reviewer for publications of the U.S. National Science Foundation,  
National Research Council, Journal of Fluid Mechanics, Applied Mechanics Review,
International Journal of Heat and Mass Transfer, The American Society of        
Mechanical Engineers and The American Institute of Chemical Engineers. Dr. Nee  
holds a B.S. degree in Civil Engineering from The National Taiwan University and
a Ph.D. in Fluid Mechanics from The Johns Hopkins University.                   

11

DEFR14A
16th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 16th
Executive Officers Who Are Not Directors                                        

Michael O. Vetterli                                                             

Michael O. Vetterli joined the Company in October 1999. He manages customer     
operations, order fulfillment, supplier acquisition and management, logistics   
and facilities. Mr. Vetterli has 16 years' experience in sales, on-line         
marketing, customer care/service and general management. He previously served   
for ten years as Vice President of Sales and Marketing and as a board member for
Flecto Company, Inc., a manufacturer of consumer products sold nationally and   
internationally through diverse wholesale and retail channels. Mr. Vetterli     
holds a Masters Degree in Business Administration from Pepperdine University and
Bachelors Degree in Marketing from the University of Southern California.       

Michael M. Wheeler                                                              

Michael M. Wheeler joined the Company in August 1999 as Controller. Mr. Wheeler 
has 25 years of financial and accounting management experience. From 1998 to    
August 1999, Mr. Wheeler facilitated continuing education seminars in the       
accounting and management fields. From 1992 to 1998, Mr. Wheeler was Vice       
President and Chief Financial Officer of American Western Life Insurance Company
in California. Prior to that time, Mr. Wheeler served as Controller for Leland  
A. Wolf & Associates, a third party administrator and leasing company in        
California, for nine years and spent two years with Beverage Distributors, Inc.,
a wholesale distributor in California, as Corporate Controller. Mr. Wheeler     
holds a Bachelor's degree in Accounting from San Jose State University.         

12

DEFR14A
17th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 17th
 PROPOSAL NO. 2 -- RATIFICATION OF SELECTION OF RICHARD A.
EISNER & COMPANY, LLP AS INDEPENDENT AUDITOR FOR 2000 

VOTE REQUIRED                                                                   

In order for the ratification of selection of independent auditor to be         
approved, it must receive the affirmative vote of a majority of the shares      
present in person or represented by proxy and entitled to vote at the meeting.  

Stockholders will vote on the ratification of Richard A. Eisner & Company, LLP, 
certified public accountants, to audit our books, records and accounts for the  
year ending December 31, 2000. Richard A. Eisner & Company, LLP has acted as    
independent auditor for the Company since 1997. Following the recommendation of 
the Audit Committee, the Board recommends a vote FOR the adoption of this       
proposal.                                                                       

Representatives of Richard A. Eisner & Company, LLP will be present at the      
meeting to answer appropriate questions and will have an opportunity to make a  
statement if they desire to do so. If the stockholders do not ratify this       
appointment, the Board will reconsider the selection of the auditor.            

THE BOARD URGES YOU TO VOTE FOR THIS PROPOSAL.                                  
---                     

 PROPOSAL NO. 3 -- WARRANT ISSUED TO VICTOR W. NEE

VOTE REQUIRED                                                                   

In order for Proposal 3 to be approved, it must receive the affirmative vote of 
a majority of the shares present in person or represented by proxy and entitled 
to vote at the meeting.                                                         

The Company's Common Stock is listed on Nasdaq's Small Cap Market and the       
Company is subject to Nasdaq's rules. One of those rules requires the Company to
obtain stockholder approval for the issuance of securities involving the sale of
20% or more of its Common Stock at less than fair market value. Nasdaq also     
requires stockholder approval of a plan or arrangement under which stock may be 
acquired by a director. Nasdaq may de-list the securities of any issuer that    
fails to obtain the required stockholder approval before the issuance of        
securities. However, the corporate law of Delaware, the law under which the     
Company is incorporated, does not require any such stockholder approval of these
issuances to Dr. Nee.                                                           

In March 2000, the Company agreed to issue a warrant to purchase up to 5,000,000
shares of Common Stock to Dr. Victor W. Nee, subject to stockholder approval.   
Dr. Nee assisted with the negotiation of an agreement between the Company and an
entity in the People's Republic of China to enter into a joint venture to extend
the Company's                                                                   

13

DEFR14A
18th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 18th
business operations into China. Most of the shares underlying the warrant are   
not issuable until various investment and/or profitability benchmarks are met   
for the China joint venture. If the issuance of the warrant and the underlying  
shares is approved by the stockholders, then the warrant is immediately         
exercisable for up to 500,000 shares. The exercise price of the warrant would be
$4.375 per share. The warrant would expire on March 1, 2004.                    

The Company currently has approximately 16,146,499 shares outstanding. The      
closing price of the Company's Common Stock on the Nasdaq Small Cap Market on   
April 25, 2000 was $3.625. If all of the benchmarks are met for issuance of all 
warrant shares and if Dr. Nee exercises the warrant in full pursuant to its     
terms, the Company will issue 5,000,000 shares of Common Stock to Dr. Nee, which
a) is in excess of 20% of its current number of shares outstanding and b) would 
involve an issuance to a director of the Company. Therefore, stockholder        
approval is called for by Nasdaq rules. In addition, stockholder approval is    
called for by the terms of the warrant agreement itself. The Company and Dr. Nee
may decide to amend the warrant in any manner without further stockholder       
approval.                                                                       

The form of warrant and the agreement under which it was issued are attached at 
the end of this Proxy Statement.                                                

THE BOARD URGES YOU TO VOTE FOR THIS PROPOSAL.                                  
---                     

 STOCK OWNERSHIP OF MANAGEMENT
 AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of April 20, 2000, based  
on information obtained from the persons named below, with respect to the       
beneficial ownership of shares of Common Stock by (i) each person known by the  
Company to beneficially own more than 5% of the outstanding shares of Common    
Stock (ii) each of the Named Executive Officers set forth below under Executive 
Compensation, and each director of the Company, and (iii) all executive officers
and directors of the Company as a group.                                        

Beneficial ownership is defined in accordance with the rules of the Securities  
and Exchange Commission ("SEC") and generally means the power to vote and/or    
dispose of the securities regardless of any economic interest therein. In       
computing the number and percentage ownership of shares of Common Stock         
beneficially owned by a person, shares of Common Stock subject to options or    
warrants held by that person that are exercisable within 60 days are deemed     
outstanding. Such shares of Common Stock, however, are not deemed outstanding   
for purposes of computing the percentage ownership of stockholders other than   
such person.                                                                    

14

DEFR14A
19th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 19th
                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------
          NAME AND ADDRESS                 AMOUNT AND NATURE OF                                
       OF BENEFICIAL OWNER (1)             BENEFICIAL OWNERSHIP               PERCENT OF CLASS 
-----------------------------------------------------------------------------------------------
                                                                                               
Richard S. Barton                              7,938,039 (2)                        49.2       
-----------------------------------------------------------------------------------------------
Sridhar Jagannathan                               458,438                            2.8       
-----------------------------------------------------------------------------------------------
Ralph K. Frasier                                  52,920                             0.3       
-----------------------------------------------------------------------------------------------
Sylvia A. Dresner                                  2,117                             --        
-----------------------------------------------------------------------------------------------
Victor W. Nee                                       (3)                              (3)       
-----------------------------------------------------------------------------------------------
All directors and executive officers                                                           
as a group (7 persons)                           8,451,514                          52.3       
-----------------------------------------------------------------------------------------------

--------------                                                                
(1) The address of each such individual is c/o Adatom.com, Inc., 920 Hillview   
Court, Suite 160, Milpitas, California 95035.                                   

(2) Includes 172,057 shares issued in settlement of notes payable in an         
aggregate principal amount of $500,000. As a result of the Merger Mr. Barton    
received shares of Common Stock in exchange for his shares of Adatom, Inc. stock
which resulted in his ownership of approximately 53.7% of the Common Stock of   
the Company outstanding immediately after the Merger.                           

(3) As discussed above under Proposal 3, in March 2000, the Company agreed to   
issue a warrant to purchase up to 5,000,000 shares of Common Stock to Dr. Nee,  
subject to stockholder approval, which, upon exercise and if all conditions to  
vesting are met, would result in the issuance of shares of Common Stock         
representing more than 20% of the presently issued and outstanding shares of the
Company's Common Stock.                                                         

 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the  
Company's executive officers, directors and persons who beneficially own more   
than 10% of a registered class of the Company's equity securities to file with  
the SEC initial reports of ownership and reports of changes in ownership of     
Common Stock and other equity securities of the Company. These persons are      
required to furnish the Company with copies of all of their Section 16(a)       
filings. Based solely on the Company's review of filings it has received from   
these persons and written representations from certain of them that no filings  
were required, the Company believes that all Section 16(a) filing requirements  
were complied with, with the exception of one late filing of a Form 4 by Mr.    
Polan.                                                                          

15

DEFR14A
20th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 20th
EXECUTIVE COMPENSATION

The following discussion sets forth the compensation paid or accrued by the     
Company to Neal J. Polan, Healthcore's Chairman of the Board and Chief Executive
Officer until the Merger, Richard S. Barton, the Company's Chairman, President  
and Chief Executive Officer since the Merger, and to executive officers of the  
Company whose annual salary and bonus for 1999 exceeded $100,000 (the "Named    
Executive Officers").                                                           

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                  LONG-TERM                     
                                                                                COMPENSATION                    
                                              ANNUAL COMPENSATION                  AWARDS                       
                                    ----------------------------------------- ------------------ -------------- 
                                                                                 SECURITIES                     
NAME AND PRINCIPAL                                             OTHER ANNUAL      UNDERLYING        ALL OTHER    
POSITION                    YEAR    SALARY       BONUS(1)      COMPENSATION        OPTIONS       COMPENSATION   
----------------------------------------------------------------------------------------------------------------
                                                                                                                
Richard S. Barton(2)        1999      $83,979       --              --               --               --        
Chairman, President and                                                                                         
Chief Executive Officer                                                                                         
----------------------------------------------------------------------------------------------------------------
Neal J. Polan(3)            1999    $202,362(3)     --        $28,833(4)             --            $9,634(5)    
Former Chairman and Chief   1998    $148,958(3)     --        $22,458(4)             --            $5,942(5)    
Executive Officer           1997      $72,917       --        $436,922(6)            --               --        
----------------------------------------------------------------------------------------------------------------
David L. Mullikin, Chief    1999    $166,141(7)  $30,000(7)         --           100,000(7)        $9,501(9)    
Operating Officer and       1998    $59,134(7)      --         $8,650(8)             --             $801(9)     
Acting Chief Financial        --        --          --                                                          
Officer                                                                                                         
----------------------------------------------------------------------------------------------------------------

      (1)   Bonus amounts for the 1999 fiscal year had not been determined
at the time of distribution of this Proxy Statement.                            

         (2)   Mr. Barton became Chairman, President and Chief Executive Officer
of the Company at the time of the Merger. Under an employment agreement         
effective at the time of the Merger, he receives a salary of $200,000 per year  
and is eligible for a bonus of up to $100,000 per year based on attainment of   
performance criteria to be established by the Board of Directors.               

        (3)   Mr. Polan served as the Chairman of the Board of Healthcore from
January 1997 until the Merger and as Chief Executive Officer of Healthcore from 
April 1997 until the Merger. He continued to serve as a director and employee of
the Company thereafter until his resignation from the Board on March 7, 2000.   
Pursuant to an employment agreement effective as of September 30, 1998 between  
Mr. Polan and Healthcore, as of December 1, 1998, Mr. Polan was entitled to an  
annual salary of $200,000, plus a bonus, if any, as approved by the Board of    
Directors. Prior to the closing of the Merger, Mr. Polan entered into a two-year
employment agreement with Adatom, Inc. which provided for an annual salary of   
$50,000, reimbursement of business expenses, health insurance and related       
benefits.                                                                       

  (4)   Represents amounts paid to Mr. Polan for certain expenses,
including $14,352 for automobile and related expenses in 1999.                  

    (5)   Represents amounts paid for medical and disability insurance
premiums of $4,634 for 1999 and $3,781 in 1998 and contributions to a defined   
contribution plan of $5,000 for 1999 and $2,161 for 1998.                       

         (6)   Includes: (i) $20,000 paid as management consulting fees prior to
becoming an employee of Healthcore; and (ii) non-cash compensation of $416,922  
relating to the estimated fair market value                                     

16

DEFR14A
21st Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 21st
of warrants to purchase 284,000 shares of common stock of Healthcore for $1.00  
per share issued in September 1997. See "Certain Relationships and Related      
Transactions."                                                                  

       (7)   Mr. Mullikin joined Healthcore in May 1998 as its President and
Chief Operating Officer, and was also appointed as the acting Chief Financial   
Officer upon the resignation of James H. Steinheider, the Healthcore's former   
Chief Financial Officer, in December 1998. Pursuant to an employment agreement, 
as amended at the time of the Merger, Mr. Mullikin was entitled to annual salary
of $150,000, plus a bonus to be approved by the Board of Directors. At the time 
he commenced employment, Mr. Mullikin also received 10,000 shares of Common     
Stock at a purchase price of $.01 per share. At the time of the Merger, Mr.     
Mullikin received a lump sum cash payment of $100,000 and options to purchase   
100,000 shares of Common Stock at $.10 per share.                               

         (8)   Represents non-cash compensation of $8,650 in June 1998 resulting
from the estimated fair market value difference of the issuance of 10,000 shares
of Common Stock for $100. See "Certain Relationships and Related Transactions." 

    (9)    Represents $4,501 paid for medical and disability insurance
premiums and contributions to a defined contribution plan $5,000 for Fiscal 1999
and $801 paid for medical and disability insurance premiums for Fiscal 1998.    

 OPTION GRANTS IN THE LAST FISCAL YEAR
 (INDIVIDUAL GRANTS)

The following table summarizes all stock options the Board granted to the Named 
Executive Officers during 1999. Individual grants are listed separately for each
Named Executive Officer.                                                        

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------------
                                  NUMBER OF        PERCENT OF TOTAL                                     
                                  SECURITIES       OPTIONS GRANTED TO                                   
                                  UNDERLYING       EMPLOYEES           EXERCISE OR BASE    EXPIRATION   
                                  OPTIONS GRANTED  IN 1999             PRICE ($/SH)        DATE         
--------------------------------------------------------------------------------------------------------
                                                                                                        
NAME                                                                                                    
--------------------------------------------------------------------------------------------------------
Richard S. Barton                          220,000                22.4               $4.25     12/10/09 
--------------------------------------------------------------------------------------------------------
Neal J. Polan                               18,000                 1.8               $4.25     12/10/09 
--------------------------------------------------------------------------------------------------------
David Mullikin                             100,000                10.2               $0.10     12/12/99 
--------------------------------------------------------------------------------------------------------

All options for the Named Executive Officers vest as follows. Mr. Polan's       
options would have vested 100% on November 10, 2000. However his options        
terminated on March 7, 2000, the date of his resignation. Forty percent of      
options for Mr. Barton will vest on November 10, 2000 and 1/36th will vest each 
month thereafter. Mr. Barton's options were granted at an exercise price equal  
to the closing price of the Common Stock on the date of grant. Options granted  
to Mr. Mullikin vested immediately.                                             

17

DEFR14A
22nd Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 22nd
 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
 AND FISCAL YEAR END OPTION VALUES

The following table sets forth certain information with respect to the exercise 
of stock options during fiscal 1999 by the Named Executive Officers and the     
number and value of unexercised options held by each of the Named Executive     
Officers as of December 31, 1999:                                               

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------
                                                                                        VALUE OF      
                                            NUMBER OF      NUMBER OF      VALUE OF      UNEXERCISED   
                                            SECURITIES     SECURITIES     UNEXERCISED   IN-THE-       
                                            UNDERLYING     UNDERLYING     IN-THE        MONEY         
                                            UNEXERCISED    UNEXERCISED    MONEY         OPTIONS AT    
                                            OPTIONS AT     OPTIONS AT     OPTIONS AT    FISCAL        
                    SHARES                  FISCAL         FISCAL         FISCAL        YEAR-END -    
                    ACQUIRED     VALUE      YEAR-END --    YEAR-END --    YEAR-END -    UNEXERCISABLE 
NAME                ON EXERCISE  REALIZED   EXERCISABLE    UNEXERCISABLE  EXERCISABLE(1)(1)           
------------------------------------------------------------------------------------------------------
                                                                                                      
Richard S. Barton       --          --           --              220,000       --            --       
------------------------------------------------------------------------------------------------------
Neal J. Polan           --          --           --               18,000       --            --       
------------------------------------------------------------------------------------------------------
David L. Mullikin       200,000    952,500       --                    0       --            --       
------------------------------------------------------------------------------------------------------

      (1) Calculated by multiplying the number of unexercised in-the-money
options outstanding at December 31, 1999 by the difference between the fair     
market value of the Common Stock at December 31, 1999 ($4.00) and the option    
exercise price ($4.25).                                                         

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS

In September 1998, Healthcore entered into an employment agreement with Neal J. 
Polan, the former Chairman and Chief Executive Officer of Healthcore. The       
initial term of the agreement was to expire on November 30, 2000 and be         
automatically renewable for successive one year terms unless terminated by      
either party. Pursuant to the agreement, Mr. Polan was not required to devote   
more than 50% of his working time to his responsibilities at Healthcore. The    
agreement provided for an annual base salary of $200,000 plus an annual bonus to
be approved by the Board of Directors. The agreement also provided that Mr.     
Polan would be entitled to payment of certain expenses, including an automobile 
and the costs related thereto and the costs of the yearly premium on a term life
insurance policy in the amount of $2,000,000. During the initial term, Mr.      
Polan's employment could only be terminated for cause or in the event of death  
or incapacity. In anticipation of the Merger, the agreement was amended to      
reduce the amount of severance upon employment termination and to provide that  
Healthcore would pay Mr. Polan only the lesser of $150,000 or 60% of the        
remaining value of the contract, payable at termination. In consideration for   
agreeing to the amendment, Mr. Polan received 165,000 shares of Common Stock and
registration rights covering these shares. This agreement was terminated at the 
time of the Merger.                                                             

18

DEFR14A
23rd Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 23rd
Prior to the closing of the Merger, Mr. Polan entered into a two-year employment
agreement with Adatom, Inc. which provided for an annual salary of $50,000,     
reimbursement of business expenses, health insurance and related benefits. Mr.  
Polan was required to work up to 60 hours per month as an advisor for the       
Company in mergers, acquisitions and strategic alliances. In connection with the
employment agreement, Mr. Polan received the right to purchase stock in Adatom, 
Inc. in an amount equal to that number of Adatom, Inc. shares which would be    
convertible into 350,000 shares of Common Stock in the Merger, in exchange for a
promissory note in the amount of $320,760. Adatom, Inc. issued 172,828 shares of
its Common Stock to Mr. Polan in consideration of his entering into this        
agreement. As partial consideration for his services rendered under the         
employment agreement, the promissory note was forgiven in March 2000, six months
after the October 13, 1999 closing date of the Merger, pursuant to the terms of 
the agreement. In March 2000, Mr. Polan resigned from the Board of Directors and
terminated his employment with the Company.                                     

In May 1998, Healthcore and David L. Mullikin, its President, Chief Operating   
Officer and acting Chief Financial Officer, entered into an employment          
agreement. The agreement provided for an annual base salary of $150,000, plus a 
performance related bonus at the discretion of the Healthcore Board of          
Directors. In addition, as part of his compensation, Mr. Mullikin received      
10,000 shares of Common Stock at a purchase price of $.01 per share. Pursuant to
the agreement, Mr. Mullikin had the right to receive certain medical, retirement
and other benefits. In connection with the Merger, the agreement was amended to 
provide that Mr. Mullikin could be terminated without cause. In consideration   
for the amendment, Mr. Mullikin received a lump sum cash payment of $100,000 and
options to purchase 100,000 shares of Common Stock at $.10 per share. At the    
time of the Merger, the Company terminated this agreement. Mr. Mullikin received
registration rights covering the shares underlying these options.               

Upon consummation of the Merger, Richard Barton became the President and CEO of 
the Company. Under an employment agreement effective at the time of the Merger, 
he receives a salary of $200,000 per year and is eligible for a bonus of up to  
$100,000 per year based on attainment of performance criteria to be established 
by the Board of Directors. If there is a change of control of the Company, under
certain circumstances Mr. Barton may resign and will be entitled to receive up  
to three years of severance pay. The other three executive officers of the      
company, Sridhar Jagannathan, Michael Vetterli and Michael Wheeler, do not have 
employment agreements.                                                          

The Company has entered into indemnification agreements with each of its        
directors and executive officers. Each such agreement provides that the Company 
will indemnify the indemnitee against expenses, including reasonable attorney's 
fees, judgments, penalties, fines and amounts paid in settlement actually and   
reasonably incurred by him in connection with any civil or criminal action or   
administrative proceeding arising out of the performance of his duties as an    
officer, director, employee or agent of the Company. Such indemnification will  
be available if the acts of the indemnitee were in good faith, if the indemnitee
acted in a manner he reasonably believes to be in or not opposed to the         

19

DEFR14A
24th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 24th
best interests of the Company and, with respect to any criminal proceeding, the 
indemnitee had no reasonable cause to believe his conduct was unlawful.         

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

At June 30, 1999, Adatom, Inc. owed Mr. Barton approximately $1,800,000 for     
working capital loans made by Mr. Barton to Adatom, Inc. Prior to the Merger,   
Mr. Barton purchased shares of stock of Adatom, Inc. from Adatom, Inc. for      
$1,800,000. The proceeds of this purchase were used to repay the loan to him. In
late August and early September 1999, Mr. Barton lent Adatom, Inc. an aggregate 
principal amount of $225,000, which was repaid in October after the consummation
of the Merger. The interest rate on these loans was 7 percent per annum. Mr.    
Barton lent the Company funds for working capital on the following dates and    
amounts:                                                                        

Date                         Amount         
----                         ------         
December 3, 1999             $200,000       
December 29, 1999            $300,000       
February 1, 2000             $200,000       

These loans were payable on demand. In February 2000, Adatom agreed to issue    
172,057 shares of Common Stock in settlement of $500,000 in principal amount of 
notes payable. These shares were issued in March 2000. The remaining $200,000 in
loans were repaid in March 2000.                                                

In connection with the Merger, all holders of stock of Adatom, Inc., Mr. Polan  
and Mr. Mullikin entered into lock-up agreements that prohibited transfer of    
some or all of their respective shares of the Company's Common Stock for a      
period of up to of six months, which expired on April 12, 2000. Mr. Polan also  
agreed to lock-up 167,000 shares issuable upon exercise of warrants and Mr.     
Mullikin agreed to lock up the 100,000 shares underlying the options issued to  
him upon termination of employment. Mr. Polan's lock-up agreement differed      
slightly from those of the other parties in that it provides that 125,000 of his
shares, which represents a portion of the shares he owned prior to the Merger,  
would be subject to lock-up for a period of two months following the closing of 
the Merger and the remaining shares would be subject to lock-up for a period of 
six months following the closing of the Merger.                                 

Chia-Chieh Chen, a former officer and director of Adatom, Inc., entered into an 
employment separation and post separation consulting agreement with Adatom, Inc.
in September 1999. The agreement provided for resignation from officer and      
director positions as of September 30, 1999 and for three months of post        
separation consulting assistance for a monthly salary of $10,000, reimbursement 
of business expenses and health insurance. Mr. Chen was required to provide up  
to a total of 150 hours of consulting services through December 31, 1999 for    
various duties and responsibilities as assigned from time to time.              

20

DEFR14A
25th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 25th
In September 1997, Healthcore granted warrants to purchase 284,000 shares of    
Common Stock to Mr. Polan. These warrants are exercisable at a price of $1.00   
per share and expire in September 2007. In October, 1997, Healthcore issued     
warrants to purchase 25,000 shares to Mr. Polan as part of its initial public   
offering of units consisting of Common Stock and warrants. At the time of the   
Merger, Mr. Polan entered into an agreement with the Board of the Company by    
which the options covering 142,000 shares were cancelled, in return for the     
issuance to Mr. Polan of 28,400 shares of Common Stock. Warrants to purchase the
balance of 142,000 of such shares of Common Stock are currently exercisable.    

For the period from January 1997 until July 1998, Healthcore paid an entity     
currently affiliated with Mr. Polan approximately $1,000 per month as rent for  
the use of certain space in New York, New York. In addition, for the period from
August 1998 until April 1999, Healthcore paid an entity formerly affiliated with
Mr. Polan approximately $3,000 per month as rent for the use of certain space in
New York, New York.                                                             

Mr. Polan devoted approximately 50% of his business time to Healthcore's        
business activities. Mr. Polan devoted approximately 50% of his time to business
and investments outside of Healthcore.                                          

In July 1999, Eli Levitin, who at that time was a director of Healthcore,       
purchased $50,000 of convertible debt of Adatom, Inc. through Jesup & Lamont    
Acquisition Corporation, a company in which Mr. Levitin has a 10% interest.     
These securities were converted into shares of Adatom, Inc. common stock        
immediately prior to the Merger and were then exchanged for 50,661 shares of    
Common Stock pursuant to the merger.                                            

In connection with the Merger, Mr. Polan received registration rights covering  
367,800 shares, including 142,000 shares underlying warrants.                   

In March 2000, as discussed above under Proposal 3, the Company agreed to issue 
a warrant to purchase up to 5,000,000 shares of Common Stock to Dr. Nee, subject
to stockholder approval.                                                        

The Company believes that all of the transactions set forth above were made on  
terms no less favorable to the Company than could have been obtained from       
unaffiliated third parties. The Company has adopted a policy that all future    
transactions between the Company and its officers, directors, principal         
stockholders and their affiliates will be approved by a majority of the Board of
Directors, including a majority of the independent and disinterested outside    
directors on the Board of Directors, and will continue to be on terms no less   
favorable to the Company than could be obtained from unaffiliated third parties.

21

DEFR14A
26th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 26th
 OTHER MATTERS

ADJOURNMENT. Written notice of the adjournment of the Annual Meeting need not be
sent to stockholders if the date, time and place thereof are announced at the   
Annual Meeting at which the adjournment is taken. However, if the adjournment is
for more than 45 days, or if a new record date is fixed for the adjourned       
Meeting, a notice of the adjourned Meeting will be given to each stockholder    
entitled to vote at the Meeting. At adjourned Meetings, any business may be     
transacted which might have been transacted at the original Meeting.            

COST OF PROXY SOLICITATION. The Company will bear the entire cost of preparing, 
assembling, printing and mailing this Proxy Statement, the proxies and any      
additional materials which may be furnished by the Board to stockholders. The   
solicitation of proxies will be made by the use of the U.S. Postal Service and  
also may be made by telephone, telegraph or other electronic media, or          
personally, by directors, officers and regular employees of the Company, who    
will receive no extra compensation for such services. The Company will reimburse
brokerage houses and other custodians, nominees and fiduciaries for their       
reasonable out-of-pocket expenses for forwarding proxy solicitation materials to
stockholders.                                                                   

OTHER BUSINESS. The Board is not aware of any matters to come before the Annual 
Meeting other than as set forth above. If any other matters should be brought   
before the Meeting, or any adjournment thereof, upon which a vote properly may  
be taken, the proxy holders will vote in their discretion unless otherwise      
provided in the proxies.                                                        

22

DEFR14A
27th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 27th
Appendix A                                                                      

 Warrant and Warrant Agreement for Dr. Victor W. Nee

WARRANT ISSUANCE AGREEMENT                                                      

Adatom.com, Inc. agrees to issue 5,000,000 warrants in accordance with the      
attached Schedule A for the total joint venture specifically for the individual 
herein defined, U.S. stock market regulations and based on the approval of its  
stockholders to Victor W. Nee.                                                  

Agreed and accepted on behalf of Adatom.com, Inc. by:                           

------------------------------------                                            
NAME                                                                            

------------------------------------                                            
PRINT                                                                           

------------------------------------                                            
TITLE                                                                           

------------------------------------                                            
DATE                                                                            

23

DEFR14A
28th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 28th
 Schedule A, Victor W. Nee
CHINA / ADATOM.COM JOINT VENTURE
 Warrants Issuance Agreement
 5,000,000 warrants @ closing price per share on 2/23/2000
 Anti Dilution provisions **
 Life of Warrants 3/1/2004
VESTING SCHEDULE

                                                        [Enlarge/Download Table]

       NUMBER OF                                                                                                                
%      WARRANTS                                  COST WHEN   GROSS VALUE  NET PROFIT AT  GROSS VALUE   NET PROFIT   GROSS VALUE 
VESTED ISSUED    VESTING EVENT                   EXERCISED    AT $10.00   10.00 PER      AT $20.00     AT $20       AT  $30.00  
                                                              PER SHARE   SHARE          PER SHARE     PER SHARE    PER SHARE   
                                                                                                                                
    10   500,000 Upon signing of Exclusive       $2,187,500   $5,000,000   $2,812,500    $10,000,000    $7,812,500   $15,000,000
                 Agreement                                                                                                      

    30 1,500,000 Upon funding of a minimum of    $6,562,500  $15,000,000   $8,437,500    $30,000,000   $23,437,500   $45,000,000
                 $20,000,000.                                                                                                   

    20 1,000,000 Upon achieving $10,000,000 in   $4,375,000  $10,000,000   $5,625,000    $20,000,000   $15,625,000   $30,000,000
                 Gross Sales *                                                                                                  

    20 1,000,000 Upon achieving first            $4,375,000  $10,000,000   $5,625,000    $20,000,000   $15,625,000   $30,000,000
                 profitable quarter *                                                                                           

    20 1,000,000 Upon achieving $250,000,000 in  $4,375,000  $10,000,000   $5,625,000    $20,000,000   $15,625,000   $30,000,000
                 Gross Sales *                                                                                                  
       5,000,000 TOTAL=                          $21,875,000 $50,000,000  $28,125,000   $100,000,000   $78,125,000  $150,000,000
                                                 =========== ===========  ===========   =============                           

                                                                [Download Table]

NET PROFIT    GROSS VALUE   NET PROFIT  
AT $30.00     AT $40.00     AT $40.00   
PER SHARE     PER SHARE                 
                                        
 $12,812,500   $20,000,000   $17,812,500

 $38,437,500   $60,000,000   $53,437,500

 $25,625,000   $40,000,000   $35,625,000

 $25,625,000   $40,000,000   $35,625,000

 $25,625,000   $40,000,000   $35,625,000

$128,125,000  $200,000,000  $178,125,000

 assumes price of $4.375

     *  All events based on accounting in a separate Adatom.com, Inc. division
or subsidiary.                                                

** In case Adatom.com Inc. shall hereafter pay a dividend or make a 
  distribution on its Common Stock in shares of its capital stock,
  subdivide its outstanding shares of Common Stock, or combine its
         outstanding shares of Common Stock into a smaller number of shares, the
     holder of these warrants shall be entitled to receive the number of
        Warrant shares which the holder would have owned immediately following
        such action had such Warrant been exercised immediately prior thereto.

DEFR14A
29th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 29th
Form of Warrant issued to Dr. Victor W. Nee                                     

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN     
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") NOR UNDER ANY
STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE        
TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY 
APPLICABLE STATE SECURITIES LAWS HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR  
(2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT
THAT REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS  
IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.                       

THIS WARRANT MAY NOT BE EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE      
FEDERAL AND STATE SECURITIES LAWS TO THE REASONABLE SATISFACTION OF THE COMPANY 
AND LEGAL COUNSEL FOR THE COMPANY.                                              

Void after 5:00 p.m. New York City Time, on March 31, 2004

Warrant to Purchase _______ Shares of Common Stock

WARRANT TO PURCHASE COMMON STOCK, PAR VALUE $0.01,

OF

ADATOM.COM, INC.

   This is to Certify That, FOR VALUE RECEIVED, Victor W. Nee or his
permitted assigns ("Holder") is entitled to purchase, subject to the provisions 
of this Warrant, from Adatom.com, Inc., a Delaware corporation (the "Company"), 
up to _______ fully paid, validly issued and nonassessable shares of Common     
Stock, par value $.01 per share, of the Company ("Common Stock") at a price of  
$4.375 per share at any time or from time to time during the period from the    
date hereof to March 31, 2004, as set forth under (a) below, but not later than 
5:00 p.m. New York City Time, on March 31, 2004. The number of shares of Common 
Stock to be received upon the exercise of this Warrant and the price to be paid 
for each share of Common Stock may be adjusted from time to time as hereinafter 
set forth. The shares of Common Stock deliverable upon such exercise, and as    
adjusted from time to time, are hereinafter sometimes referred to as "Warrant   
Shares" and the exercise price of a share of Common Stock in effect at any time 
and as adjusted from time to time is hereinafter sometimes referred to as the   
"Exercise Price."                                                               

        (a) EXERCISE OF WARRANT. This Warrant may be exercised in whole, or in
part in increments of not less than 20,000 shares, at any time or from time to  
time, until March 31, 2004. This Warrant may be exercised by presentation and   
surrender hereof to the Company at its principal office, or at the office of its
stock transfer agent, if any, with the Purchase Form annexed hereto as Exhibit A
duly executed and accompanied by payment of the Exercise Price for the number of
Warrant Shares specified in such form and any and all transfer taxes applicable 
to such exercise. As soon as practicable after each such exercise, but not later
than 30 days from the date of such exercise, the Company shall issue and deliver
to the Holder a certificate or certificate for the Warrant Shares issuable upon 
such exercise, registered in the name of the Holder or its designee. If this    
Warrant should be exercised in part only, the Company shall, upon surrender of  
this Warrant for cancellation, execute and deliver a new Warrant evidencing the 
rights of the Holder thereof to purchase the balance of the Warrant Shares      
purchasable thereunder.                                                         

DEFR14A
30th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 30th
       (b) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of 
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrant.                                                                    

    (c) FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant. With       
respect to any fraction of a share called for upon any exercise hereof, the     
Company shall pay to the Holder an amount in cash equal to such fraction        
multiplied by the Current Market Value of a share, determined as follows:       

        (1) If the Common Stock is listed on a national securities exchange or
        admitted to unlisted trading privileges on such exchange or listed for
       trading on the Nasdaq National Market, the Current Market Value shall
         be the last reported sale price of the Common Stock on such exchange or
       market on the last business day prior to the date of exercise of this
         Warrant or if no such sale is made on such day, the average closing bid
and asked prices for such day on such exchange or market; or  

  (2) If the Common Stock is not so listed or admitted to unlisted
       trading privileges, but is traded on the Nasdaq Small Cap Market, the
        Current Market Value shall be the average of the closing bid and asked
      prices for such day on such market and if the Common Stock is not so
         traded, the Current Market Value shall be the mean of the last reported
         bid and asked prices reported by the National Quotation Bureau, Inc. on
         the last business day prior to the date of the exercise of this Warrant
if such prices are so reported; or                            

  (3) If the Common Stock is not so listed or admitted to unlisted
      trading privileges and bid and asked prices are not so reported, the
   Current Market Value shall be an amount, not less than book value
     thereof as at the end of the most recent fiscal year of the Company
        ending prior to the date of the exercise of the Warrant, determined in
       such reasonable manner as may be prescribed by the Board of Directors
of the Company.                                               

(d)      TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.             

         (1) This Warrant may not be transferred except in minimum denominations
       of 100,000 shares and in compliance with applicable federal and state
       securities laws. Upon surrender of this Warrant to the Company at its
        principal office or at the office of its stock transfer agent, if any,
 with the Assignment Form annexed hereto duly executed and funds
        sufficient to pay any transfer tax, the Company shall, without charge,
        execute and deliver a new Warrant in the name of the assignee named in
  such instrument of assignment and this Warrant shall promptly be
cancelled.                                                    

       (2) Upon receipt by the Company of evidence satisfactory to it of the
         loss, theft, destruction or mutilation of this Warrant and (in the case
of loss, theft or destruction) of reasonably satisfactory     
       indemnification, and upon surrender and cancellation of this Warrant,
     if mutilated, the Company will execute and deliver a new Warrant of
        like tenor and date. Any such new Warrant executed and delivered shall
    constitute an additional contractual obligation on the part of the
     Company, whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.         

        (e) ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time
and the number and kind of securities purchasable upon the exercise of the      
Warrant shall be subject to adjustment from time to time upon the happening of  
certain events as follows:                                                      

(1) In case the Company shall                                 

           (i)  declare a dividend or make a distribution on its outstanding
     shares of Common Stock in shares of Common Stock,

2 

DEFR14A
31st Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 31st
            (ii)  subdivide or reclassify its outstanding shares of Common Stock
into a greater number of shares, or         

         (iii)  combine or reclassify its outstanding shares of Common Stock
into a smaller  number of shares,           

      the number of shares subject to the Warrant shall be proportionately
increased, and the Exercise Price of the Warrant shall be     
       proportionately decreased, in the case of actions specified in (l)(i)
  or (ii) above; and the number of shares shall be proportionately
     decreased, and the Exercise Price proportionately increased, in the
       case of actions specified in (l)(iii) above. Such adjustment shall be
made successively whenever any event listed above shall occur.

       (2) No adjustment in the Exercise Price shall be required unless such
         adjustment would require an increase or decrease of at least five cents
         ($0.05) in such price; provided, however, that any adjustments which by
    reason of this Subsection (2) are not required to be made shall be
     carried forward and taken into account in any subsequent adjustment
        required to be made hereunder. All calculations under this Section (e)
         shall be made to the nearest cent or to the nearest whole share, as the
case may be.                                                  

      (3) Whenever the Exercise Price is adjusted, as herein provided, the
        Company shall promptly but no later than 30 days after any request for
    such an adjustment by the Holder, cause a notice setting forth the
        adjusted Exercise Price and adjusted number of Warrant Shares issuable
upon exercise of each Warrant, and, if requested, information 
    describing the transactions giving rise to such adjustments, to be
      mailed to the Holder at his last address appearing in the records of
 the Company, and shall cause a copy thereof to be mailed to its
      transfer agent, if any. The Company may retain a firm of independent
      certified public accountants selected by the Board of Directors (who
     may be the regular accountants employed by the Company) to make any
       computation required by this Section (e), and a certificate signed by
   such firm shall be conclusive evidence of the correctness of such
adjustment.                                                   

      (4) In the event that at any time, as a result of an adjustment made
         pursuant to Subsection (1) above, the Holder of this Warrant thereafter
        shall become entitled to receive any shares of the Company, other than
        Common Stock, thereafter the number of such other shares so receivable
        upon exercise of this Warrant shall be subject to adjustment from time
         to time in a manner and on terms as nearly equivalent as practicable to
         the provisions with respect to the Common Stock contained in Subsection
(1) above.                                                    

         (5) Irrespective of any adjustments in the Exercise Price or the number
       or kind of shares purchasable upon exercise of this Warrant, Warrants
         theretofore or thereafter issued may continue to express the same price
        and number and kind of shares as are stated in the Warrants previously
issued.                                                       

  (f) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make any distribution 
upon the Common Stock or (ii) if the Company shall offer to the holders of      
Common Stock for subscription or purchase by them any share of any class or any 
other rights or (iii) if any capital reorganization of the Company,             
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or 
substantially all of the property and assets of the Company to another          
corporation, or voluntary or involuntary dissolution, liquidation or winding up 
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified mail to the Holder, at least 15 days prior the date   
specified in (x) or (y) below, as the case may be, a notice containing a brief  
description of the proposed action and stating the date on which (x) a record is
to be taken for the purpose of such dividend, distribution or rights, or (y)    
such reclassification, reorganization, consolidation, merger,                   

3 

DEFR14A
32nd Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 32nd
conveyance, lease, dissolution, liquidation or winding up is to take place and  
the date, if any is to be fixed, as of which the holders of Common Stock or     
other securities shall receive cash or other property deliverable upon such     
reclassification, reorganization, consolidation, merger, conveyance,            
dissolution, liquidation or winding up.                                         

(g) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding shares  
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger in which the      
Company is the continuing corporation and which does not result in any          
reclassification, capital reorganization or other change of outstanding shares  
of Common Stock issuable upon exercise of this Warrant) or in case of any sale, 
lease or conveyance to another corporation of the property of the Company as an 
entirety, the Company shall, as a condition precedent to such transaction, cause
effective provisions to be made so that the Holder shall have the right         
thereafter by exercising this Warrant at any time prior to the expiration of the
Warrant, to purchase the kind and amount of shares of stock and other securities
and property receivable upon such reclassification, capital reorganization and  
other change, consolidation, merger, sale or conveyance by a holder of the      
number of shares of Common Stock which might have been purchased upon exercise  
of this Warrant immediately prior to such reclassification, change,             
consolidation, merger, sale or conveyance. Any such provision shall include     
provision for adjustments which shall be as nearly equivalent as may be         
practicable to the adjustments provided for in this Warrant.                    

       (h) COMPLIANCE WITH SECURITIES ACT. The Holder, by acceptance hereof,

        (1) represents (i) that this Warrant and the Common Stock to be issued
      upon exercise of this Warrant are being acquired for investment only
     and not with a view toward distribution or resale, and (ii) that he
         will not offer, sell or otherwise dispose of this Warrant or any Common
Stock purchasable upon exercise of this Warrant except under  
      circumstances which will not result in a violation of the Securities
Act; and                                                      

     (2) agrees that upon exercise of this Warrant, the Holder shall (i)
  submit to the Company a signed copy of Exhibits A and C attached
 hereto, (ii) provide such additional information regarding such
 holder's financial and investment background as the Company may
      reasonably request, and (iii) all shares of Common Stock issued upon
       exercise of this Warrant (unless registered under the Securities Act)
       shall be stamped or imprinted with a restrictive legend substantially
in the form of the following:                                 

                  THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                 OF 1933 (THE "SECURITIES ACT") NOR UNDER ANY STATE SECURITIES
            LAWS AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE
            TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE
               SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS HAS
                BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE
                 COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT
                  THAT REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE
          SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH THE
PROPOSED TRANSFER.                          

        (i) NO AVOIDANCE. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or   
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist 
in the carrying out of all such terms and in the taking of all such action as   
may be necessary or appropriate in order to protect the rights of the holder of 
this Warrant against impairment.                                                

4 

DEFR14A
33rd Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 33rd
       (j) CERTAIN LIMITATIONS OF HOLDER.  The Holder, by acceptance hereof,
agrees that:                                                                    

   (1) STOP-TRANSFER NOTICES. In order to ensure compliance with the
    restrictions referred to herein, the Company may issue appropriate
         "stop transfer" instructions to its transfer agent, if any, and, if the
         Company transfers its own securities, it may make appropriate notations
to the same effect in its own records;                        

   (2) REFUSAL TO TRANSFEr. The Company shall not be required to (i)
        transfer the Warrant on its books or transfer any securities that have
been sold or otherwise transferred in violation of any of the 
       provisions of this Warrant; or (ii) treat as the owner of the Warrant
      or any such securities, or accord the right to vote or pay dividends
     to, any purchaser or other transferee to whom such securities shall
have been so transferred; and                                 

        (3) RIGHTS OF STOCKHOLDERS. No holder of the Warrant shall be entitled
    to vote or receive dividends or be deemed a stockholder, nor shall
      anything contained herein be construed to confer upon the Holder, as
         such, any of the rights of a stockholder of the Company or any right to
    vote for the election of directors or upon any matter submitted to
        stockholders at any meeting thereof, or to give or withhold consent to
      any corporate action (whether upon any recapitalization, issuance of
    stock, reclassification of stock, change of par value or change of
         stock to no par value, consolidation, merger, conveyance, or otherwise)
      or to receive notice of meetings, or to receive dividends, until the
   Warrant shall have been exercised and the Common Stock shall have
become deliverable, as provided herein.                       

       (k) GOVERNING LAW.  The terms and conditions of this Warrant shall be
governed by and construed in accordance with the laws of the State of Delaware. 

     (l) MISCELLANEOUS. The headings in this Warrant are for purposes of
convenience and reference only, and shall not be deemed to constitute a part    
hereof. Neither this Warrant nor any term hereof may be changed, waived,        
discharged or terminated in any manner except by an instrument in writing signed
by the Company and the Holder.                                                  

        All notices and other communications from the Company to the holder of
this Warrant shall be mailed by first-class registered or certified mail or     
recognized commercial courier service, postage or delivery charges prepaid, to  
the address furnished to the Company in writing by the last holder of this      
Warrant who shall have furnished an address to the Company in writing.          

     IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase
Common Stock to be duly executed by one of its duly authorized officers.        

                                          ADATOM.COM, INC.

                                           By:   _____________________________
                                         Richard S. Barton
                                             Chairman of the Board
                                                   and Chief Executive Officer

5 

DEFR14A
34th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 34th
 Exhibit A

 PURCHASE FORM

 Dated ____________, 20_______

1. The undersigned hereby irrevocably elects to exercise the within Warrant to  
the extent of purchasing _______ shares of Common Stock and hereby makes payment
of _____________ in payment of the actual exercise price thereof, together with 
all applicable transfer taxes, if any.                                          

2. Please issue a certificate or certificates representing said shares of Common
Stock in the name of the undersigned or in such other name as is specified      
below:                                                                          

(Please typewrite or print in block letters)

 ---------------------------------
(Name)
 ---------------------------------

 ---------------------------------
 (Address)

3.  The undersigned has reviewed, signed and enclosed an Investment             
Representation Statement in the form attached as Exhibit C to the Warrant.      

                                                  ------------------------------
                                              Signature of Warrantholder

6 

DEFR14A
35th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 35th
 Exhibit B

 ASSIGNMENT FORM

        FOR VALUE RECEIVED, ______________ hereby sells, assigns and transfers
unto                                                                            

Name _______________________________________                                    
(Please typewrite or print in block letters)                                    

Address ____________________________________                                    

the right to purchase Common Stock represented by this Warrant to the extent of 
______ shares as to which such right is exercisable and does hereby irrevocably 
constitute and appoint ___________ as attorney, to transfer the same on the     
books of the Company with full power of substitution in the premises.           

Date ____________, 20_______                                                    

Signature _____________________________                                         

7 

DEFR14A
36th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 36th
 Exhibit C

ADATOM.COM, INC.

 WARRANT

 INVESTMENT REPRESENTATION STATEMENT

AMOUNT:  ________________________                                               

DATE:             _______________, 2000                                         

     In connection with the purchase of the above-listed securities (the
"Securities") from ADATOM.COM, INC. ("the Company"), I the undersigned Purchaser
represent to the Company the following:                                         

(a) I am aware of the Company's business affairs and financial
condition, and have acquired sufficient information about the Company to reach  
an informed and knowledgeable decision to acquire the Securities. I am          
purchasing these Securities for my own account for investment purposes only and 
not with a view to, or for the resale in connection with, any "distribution"    
thereof for purposes of the Securities Act of 1933, as amended ("Securities     
Act").                                                                          

         (b) I understand that the Securities have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption 
depends upon, among other things, the bona fide nature of my investment intent  
as expressed herein.                                                            

        (c) I further understand that the Securities must be held indefinitely
unless subsequently registered under the Securities Act or unless an exemption  
from registration is otherwise available. Moreover, I understand that the       
Company is under no obligation to register the Securities. In addition, I       
understand that the certificate evidencing the Securities will be imprinted with
a legend which prohibits the transfer of the Securities unless they are         
registered or such registration is not required in the opinion of counsel for   
the Company.                                                                    

     (d) I am aware of the provisions of Rule 144, promulgated under the
Securities Act, which, in substance, permits limited public resale of           
"restricted securities" acquired, directly or indirectly, from the issuer       
thereof (or from an affiliate of such issuer), in a transaction or series of    
transactions not involving a non-public offering, subject to the satisfaction of
certain conditions.                                                             

         (e) I further understand that at the time I wish to sell the Securities
there may be no public market upon which to make such a sale.                   

       (f) I further understand that in the event all of the requirements of
Rule 144 are not satisfied, registration under the Securities Act, compliance   
with Regulation A, or some other registration exemption will be required; and   
that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the 
SEC has expressed its opinion that persons proposing to sell private placement  
securities other than in a registered offering and otherwise than pursuant to   
Rule 144 will have a substantial burden of proof in establishing that an        
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so 
at their own risk.                                                              

                                                 -----------------------------
                                                   Name of Purchaser

                                                  ------------------------------
                                      Date

8 

DEFR14A
37th Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 37th
[OBJECT OMITTED]
 PROXY

 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF ADATOM.COM, INC. 

 920 Hillview Court, Suite 160, Milpitas, California 95035

The undersigned hereby appoints Richard S. Barton and Michael M. Wheeler, and   
each of them, as proxies of the undersigned, each with the power of             
substitution, to attend and act for the undersigned at the Annual Meeting of    
Stockholders of Adatom.com, Inc. to be held at the Embassy Suites Hotel, 901 E. 
Calaveras Boulevard, Milpitas, California 95035 on Thursday, May 25, 2000, at   
10:00 a.m. and at any and all adjournments and postponements thereof, and in    
connection therewith, to vote and represent all of the shares of Common Stock of
Adatom which the undersigned would be entitled to vote in any capacity if       
personally present at the meeting. Said proxies, and each of them, shall have   
all the powers that the undersigned would have if voting in person. The         
undersigned hereby revokes any other proxies to vote at such meeting and hereby 
ratifies and confirms all that said proxies, and each of them, may lawfully do  
by virtue hereof.                                                               

YOUR PROXY CANNOT BE VOTED UNLESS YOU SIGN, DATE AND RETURN THIS CARD. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3.                      

Each of the above-named proxies present at the meeting, either in person or by  
substitute, shall have and exercise all the powers of said proxies hereunder.   
This proxy, when properly executed, will be voted in the manner directed herein 
by the undersigned stockholder with respect to the proposals and in the         
discretion of the proxies hereunder on any other business as may properly come  
before the meeting. If no instructions are indicated herein, this proxy will be 
treated as a grant of authority to vote "for" the proposals.                    

The undersigned hereby acknowledges receipt of the Company's 1999 Annual Report 
on Form 10-KSB, Notice of Annual Meeting of Stockholders and of the Proxy       
Statement (with all enclosures and attachments) dated April 27, 2000 relating to
the Annual Meeting.                                                             

DEFR14A
Last Page of 38
TOC
1st
Previous
Next
↓Bottom
Just 38th
1. ELECTION OF DIRECTORS                                                        

Nominees:  Richard S. Barton, Sridhar Jagannathan, Ralph K. Frasier,            
Sylvia A. Dresner, Victor W. Nee                          

/ /   FOR ALL NOMINEES             / /  WITHHOLD FROM ALL NOMINEES              

/ /   FOR ALL NOMINEES EXCEPT AS NOTED:                                         
------------------------------------------------                    

2.    PROPOSAL TO RATIFY THE APPOINTMENT OF RICHARD A. EISNER & COMPANY, LLP    
AS THE INDEPENDENT AUDITOR OF THE COMPANY FOR 2000.                 

/ /   FOR   / /   AGAINST   / /   ABSTAIN                                       

3.    PROPOSAL TO APPROVE WARRANT AND SHARES ISSUABLE PURSUANT THERETO, ISSUED  
TO VICTOR W. NEE                                                    

/ /   FOR   / /   AGAINST   / /   ABSTAIN                                       

           Mark here for address change and furnish correct address at left: / /

Dated:  _____________________, 2000                                             

Note: Please sign this proxy exactly as your name appears hereon. Joint owners  
should each sign personally. Attorneys, administrators, trustees, guardians and 
others signing in a representative or fiduciary capacity should indicate this   
capacity. An authorized officer may sign on behalf of a corporation and should  
indicate the name of the corporation and his or her capacity.                   

Signature____________________________                                           

Signature____________________________                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
		12/10/09		12
		3/31/04		29
		3/1/04		18
		10/14/02		12
		3/9/01		10
		12/31/00		17					NT 10-K
		12/28/00		10
		11/30/00		22
		11/10/00		21
		5/25/00		2		37			DEF 14A
Filed on:		4/28/00
		4/27/00		2		37			DEF 14A
		4/25/00		18
		4/20/00		4		18
		4/12/00		24
		4/1/00		15
		3/7/00		20		21
		2/1/00		24
		12/31/99		22		24			10KSB
		12/29/99		24
		12/10/99		12
		12/3/99		24
		10/13/99		5		23			8-K,  8-K/A
		9/30/99		24					10KSB
		7/1/99		5					8-K
		6/30/99		24					10QSB
		12/1/98		20
		9/30/98		20					10KSB,  10KSB/A
									List all Filings