Lightpath Technologies Inc – ‘PRES14A’ for 6/6/97

As of:  Tuesday, 4/29/97   ·   For:  6/6/97   ·   Accession #:  950147-97-261   ·   File #:  0-27548

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Preliminary Proxy Solicitation Material — Special Meeting   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy Solicitation Material -- Special    39    141K 
                          Meeting                                                

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PRES14A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [  ]                                 

Check the appropriate box:                                                      

[X] Preliminary Proxy Statement                                                 
[ ] Confidential,  for  Use  of  the  Commission  Only  (as  permitted  by  Rule
14a-6(e)(2))                                                            
[ ] Definitive Proxy Statement                                                  
[ ] Definitive Additional Materials                                             
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12               

Lightpath Technologies, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required.                                                            
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

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

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2) Aggregate number of securities to which transaction applies:                 

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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):                              

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4) Proposed maximum aggregate value of transaction:                             

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5) Total fee paid:                                                              

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[ ] 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 No.                                   

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3) Filing party:                                                        

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4) Date filed:                                                          

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LIGHTPATH TECHNOLOGIES, INC.
 6820 Academy Parkway East, N.E.
 Albuquerque, New Mexico 87109

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 NOTICE OF A JOINT SPECIAL MEETING OF STOCKHOLDERS
 TO BE HELD JUNE 6, 1997
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To the Holders of Class A and Classes E-1, E-2 and E-3 Common Stock of LightPath
Technologies, Inc.:                                                             

        A Joint Special Meeting of the  Stockholders of Class A and Classes E-1,
E-2 and E-3 Common Stock of LightPath Technologies, Inc., a Delaware corporation
(the "Company"),  will be held at the Company's corporate headquarters,  located
at 6820 Academy Parkway East, N.E.,  Albuquerque,  New  Mexico 87109, on  June 6
1997, at 1:00 p.m. M.D.S.T. for the following purposes:                         

        (1)       To consider  and vote upon a proposal  to amend the  Company's
                  Certificate of Incorporation to provide,  subject to the prior
                  respective  sequential  conversions of the Class E-1 and Class
                  E-2 Common Stock into shares of Class A Common Stock,  for the
                  extension by successive one-year periods, respectively, of the
                  dates by which the Company's  Class A Common Stock must attain
                  certain  market  price levels or the Company must meet certain
                  per share  earnings  levels,  in order to cause the  automatic
                  conversions  into Class A Common Stock of the Company's  Class
                  E-2 and Class E-3 Common Stock and  forestall  the  redemption
thereof at a nominal price; and             

        (2)       To transact  such other  business as may properly  come before
the meeting or any adjournment thereof.     

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        Stockholders  of record of Class A and Classes  E-1,  E-2 and E-3 Common
Stock at the close of business on May 5, 1997 (the  "Record  Date") are entitled
to vote at the meeting and at any  adjournment or postponement  thereof.  At the
meeting the holders of Class A and Classes  E-1,  E-2 and E-3 Common  Stock will
vote  together as a class and, in addition,  the holders of Class A Common Stock
will vote  separately as a class,  with respect to the proposal set forth in (1)
above. Holders of Class A Common Stock and Classes E-1, E-2 and E-3 Common Stock
will,  subject to applicable  law, vote together as a class on all other matters
properly brought before the meeting,  if any. Shares can be voted at the meeting
only if the holder is present or represented by duly authorized proxy. A list of
stockholders entitled to vote at the meeting will be available for inspection at
the  Company's  corporate  headquarters  for any purpose  germane to the Special
Meeting during ordinary business hours for ten (10) days prior to the meeting.  

        Management and the Board of Directors cordially invite you to attend the
Special Meeting.                                                                

                                   By Order of the Board of Directors,

                  Leslie A. Danziger
                                     President and Chief Executive Officer
Albuquerque, New Mexico                                                         

May 9, 1997                                                                     
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IMPORTANT:  It is  important  that your  shareholdings  be  represented  at this
meeting.  Please  complete,  date,  sign and promptly  mail the enclosed two (2)
proxy cards in the  accompanying  envelope,  which requires no postage if mailed
within the United States.                                                       
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LIGHTPATH TECHNOLOGIES, INC.

 PROXY STATEMENT FOR THE JOINT SPECIAL MEETING
 OF CLASS A AND CLASSES E-1, E-2 AND E-3 COMMON STOCK STOCKHOLDERS
 TO BE HELD JUNE 6, 1997

 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]

                                                                                                                         Page 

                                                                                                                              
PROXY STATEMENT...........................................................................................................  1 
INFORMATION CONCERNING SOLICITATION AND VOTING............................................................................  1 
         Voting and Revocation of Proxies.................................................................................  3 
         Solicitation of Proxies..........................................................................................  3 

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS...............................................................  4 
         Voting Trust Agreement...........................................................................................  6 

PROPOSAL - AMENDMENT OF CERTIFICATE OF INCORPORATION                                                                          
                WITH RESPECT TO THE CONVERSION AND REDEMPTION                                                                 
                OF THE CLASS E COMMON STOCK...............................................................................  7 
         Descriptions of Class A and Class E Common Stock.................................................................  8 
         Class A Common Stock.............................................................................................  8 
         Class E-1, E-2 and E-3 Common Stock..............................................................................  8 
         Current Conditions to Conversion and Redemption of Class E Common Stock..........................................  9 
         Reasons to Vote in Favor of the Proposed Amendment............................................................... 13 
         Changes occasioned by the Proposed Amendment..................................................................... 15 
         Effect of the Proposed Amendment................................................................................. 18 
CHANGE OF INDEPENDENT ACCOUNTANTS......................................................................................... 20 
OTHER BUSINESS............................................................................................................ 20 

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EXHIBITS                                                                                                               
                                                                                                                       
         EXHIBIT A  SECTIONS 3.E(2) AND (3) OF PROPOSED AMENDMENT TO CERTIFICATE                                       
                    OF DESIGNATION FORMING PART OF CERTIFICATE OF INCORPORATION.................................... 21 

         EXHIBIT B  FINANCIAL INFORMATION.......................................................................... 24 

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LIGHTPATH TECHNOLOGIES, INC.

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 PROXY STATEMENT

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INFORMATION CONCERNING SOLICITATION AND VOTING

         The  accompanying  two (2) proxies are each  solicited  by the Board of
Directors  of  LightPath   Technologies,   Inc.,  a  Delaware  corporation  (the
"Company"), for use at the Joint Special Meeting of Class A and Classes E-1, E-2
and E-3  Common  Stock  Stockholders  to be held on June 6,  1997 (the  "Special
Meeting"),  or any  adjournment or  postponement  thereof,  for the purposes set
forth  herein  and in the  accompanying  Notice  of  Joint  Special  Meeting  of
Stockholders.  This Proxy Statement and the  accompanying two (2) forms of proxy
were mailed on or about May 9, 1997 to all stockholders  entitled to vote at the
Special  Meeting.  The  corporate  offices of the  Company  are  located at 6820
Academy  Parkway  East,  N.E.,  Albuquerque,  New Mexico 87109 and its telephone
number at that address is (505) 342-1100.                                       

         Only  stockholders  of record at the close of  business  on May 5, 1997
(the "Record Date") are entitled to notice of and to vote at the Special Meeting
or any adjournment or postponement thereof. On the Record Date there were issued
and outstanding  2,764,589 shares of Class A Common Stock,  $.01 par value, (the
"Class A Common  Stock") and  1,449,942,  1,449,942 and 966,621  shares of Class
E-1,  Class  E-2 and  Class  E-3  Common  Stock,  $.01 par  value,  respectively
(collectively,  a total of  3,866,505  shares of Class E Common  Stock,  each of
which has  share-for-share  voting rights with the Class A shares,  the "Class E
Common Stock"),  were issued and outstanding.  Each holder of Class A or Class E
Common Stock is entitled to one vote for                                        

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each share of Class A, Class E-1,  Class E-2 and Class E-3 Common  Stock held of
record on the Record Date.  At the Special  Meeting,  all holders of Class A and
Classes  E-1,  E-2 and E-3  Common  Stock will vote  together  as a class on the
proposed amendment to the Company's  Certificate of Incorporation.  In addition,
pursuant to the Delaware  General  Corporation  Law, at the Special  Meeting the
holders of Class A Common Stock will also vote as a separate  class with respect
to such proposed  amendment.  In other words, the Class A stockholders will vote
twice,  once as  members  of the  class  containing  both  Class  A and  Class E
stockholders  and once as  members  of the class  consisting  only of holders of
Class A Common Stock.                                                           

         In addition to a majority of the class  consisting  of both Class A and
Class E Common Stock,  a majority of the shares of Class A Common Stock,  voting
separately as a class, must vote in favor of the proposed amendment in order for
it to be adopted.  AS A RESULT,  A MAJORITY  OF THE CLASS A COMMON  STOCK IN THE
VOTING CLASS COMPOSED SOLELY OF CLASS A COMMON STOCK,  WILL EFFECTIVELY HAVE THE
ABILITY  TO   DETERMINE   WHETHER  OR  NOT  THE  PROPOSAL  IS  RATIFIED  BY  THE
STOCKHOLDERS.                                                                   

         Should  they wish to vote at the Special  Meeting by proxy,  holders of
Class A Common Stock and Class E Common  Stock,  should  complete and return the
enclosed RED proxy card. In addition,  holders of Class A Common  Stock,  should
complete and return the enclosed BLUE proxy card to vote as a separate class.   

         The  presence of the holders of a majority of the  outstanding  Class A
Common  Stock,  and the holders of a majority of all  outstanding  Common  Stock
either in person or by proxy, is required to constitute a quorum for the conduct
of business at the Joint Special Meeting.  Abstentions and broker non-votes will
also be included in the determination of the number of shares  represented for a
quorum. At the Special Meeting,                                                 
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the Company will appoint  Inspectors  of Election to count all votes and ballots
and make a written report thereof.                                              

Voting and Revocation of Proxies                                                

         All valid proxies  received  before the Special Meeting and not revoked
will be exercised.  All shares  represented by proxy will be voted,  and where a
stockholder  specifies by means of his or her proxy a choice with respect to any
matter  to be acted  upon,  the  shares  will be voted  in  accordance  with the
specifications  so made. If no choice is indicated on the proxy, the shares will
be voted in accordance with the  recommendations of the Board of Directors as to
such  matters.  Proxies  may be  revoked  at any time prior to the time they are
voted by: (a) delivering to the Secretary of the Company a written instrument of
revocation  bearing  a date  later  than  the  date of the  proxy;  or (b)  duly
executing and  delivering to the  Secretary a subsequent  proxy  relating to the
same shares; or (c) attending the meeting and voting in person.                 

Solicitation of Proxies                                                         

         The cost of  soliciting  proxies,  including  the cost of preparing and
mailing  the  Notice  and  Proxy  Statement,   will  be  paid  by  the  Company.
Solicitation   will  be  primarily  by  mailing  this  Proxy  Statement  to  all
stockholders  entitled  to vote at the  meeting.  Proxies  may be  solicited  by
officers and  directors of the Company  personally or by telephone or facsimile,
without additional  compensation.  The Company may reimburse brokers,  banks and
others holding shares in their names for others for the cost of forwarding proxy
materials and obtaining proxies from beneficial owners.                         
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 SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS

         The following  table sets forth the  beneficial  ownership of shares of
Class A Common  Stock and Class E Common  Stock of the Company on May 1, 1997 by
(i) each director,  (ii) each executive officer, (iii) each stockholder known by
the Company to own beneficially  five percent or more of the outstanding Class A
and Class E Common Stock of the Company,  and (iv) all  directors  and executive
officers as a group.                                                            

         The percentage ownership information set forth in the right hand column
of the  following  table has been  computed in accordance  with  Securities  and
Exchange Commission ("SEC") guidelines.                                         

                                                        [Enlarge/Download Table]

                                                        Class A                       Class E                      
                                                      Common Stock                  Common Stock      % of Vote of 
                                                      ------------                  ------------     all Classes of
     Name and Address       Position with  Number of                      Number of                      Common    
    of Beneficial Owner        Company       Shares            % Owned     Shares           % Owned      Stock     
    -------------------     -------------  ----------          -------   ----------         -------     --------   

                                                                                                                   
Leslie A. Danziger       Chairman and      112,946 (3)           4%        751,878(4)         19%           13%    
                         President                                                                                 

Louis P. Wagman          Executive Vice     18,742 (5)           1%        99,965 (6)          3%            2%    
                         President and                                                                             
                         Secretary                                                                                 

Donald E. Lawson         Executive Vice     22,000 (7)           1%        25,000              1%            1%    
                         President and                                                                             
                         Treasurer                                                                                 

Louis G. Leesburg        Director           22,090 (8)(14)       1%        36,360 (14)         1%            1%    

Milton Klein             Director           32,945 (9)           1%       119,786 (10)         3%            2%    

Haydock H. Miller, Jr.   Director           21,454 (11)          1%        73,819 (12)         2%            1%    

The John E. Fetzer                         118,447               4%       473,789             12%            9%    
Institute, Inc.(13)                                                                                                

All executive officers                     230,177 (3)           8%     1,106,808 (4)         29%           20%    
and directors as a                                                                                                 
group (6 persons)                                                                                                  

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

*   Less than one percent.                                                      
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(1)       Except as otherwise  noted,  each of the parties listed above has sole
          voting and investment  power over the securities  listed.  The address
          for all  directors is in care of LightPath  Technologies,  Inc.,  6820
Academy Parkway East N.E., Albuquerque, New Mexico, 87109.  

(2)       Includes Classes E-1, E-2 and E-3 Common Stock.                       

(3)       Includes  25,397  shares  of  Class  A  Common  Stock  represented  by
          immediately  exercisable  options  and shares of 9,090  Class A Common
          Stock  represented  by  immediately  exercisable  options held by Joel
          Goldblatt,  Ms. Danziger's spouse.  Excludes 231,157 shares of Class A
          Common  Stock  subject to a Voting  Trust,  of which Ms.  Danziger  is
Voting Trustee. See "Voting Trust Agreement" below.         

(4)       Includes  101,589  shares  of  Class E  Common  Stock  represented  by
          immediately  exercisable  options and 36,360  shares of Class E Common
          Stock  represented  by  immediately  exercisable  options held by Joel
          Goldblatt,  Ms. Danziger's spouse.  Excludes 974,651 shares of Class E
          Common  Stock  subject to a Voting  Trust,  of which Ms.  Danziger  is
Voting Trustee. See "Voting Trust Agreement" below.         

(5)       Includes  18,218  shares  of  Class  A  Common  Stock  represented  by
immediately exercisable options.                            

(6)       Includes  72,873  shares  of  Class  E  Common  Stock  represented  by
immediately exercisable options.                            

(7)       Includes  22,000  shares  of  Class  A  Common  Stock  represented  by
immediately exercisable options.                            

(8)       Includes  13,000  shares of Class A Common Stock of which 3,000 shares
          are  immediately   exercisable  options  and  the  balance  vested  by
September 1999.                                             
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(9)       Includes  14,720  shares  of  Class  A  Common  Stock  represented  by
immediately exercisable options.                            

(10)      Includes  46,880  shares  of  Class  E  Common  Stock  represented  by
immediately exercisable options.                            

(11)      Includes  13,182  shares  of  Class  A  Common  Stock  represented  by
immediately exercisable options.                            

(12)      Includes  40,727  shares  of  Class  E  Common  Stock  represented  by
immediately exercisable options.                            

(13)      The address of The John E. Fetzer  Institute,  Inc. is 9292 KL Avenue,
Kalamazoo, Michigan 49009.                                  

(14)      Includes  7,272  shares of Class A Common  Stock and 29,088  shares of
          Class E Common Stock held by Mr. Leeburg's brother. Mr. Leeburg is the
          treasurer and trustee for two funds associated with The John E. Fetzer
          Institute,  Inc.,  neither  of  which  funds  hold any  shares  in the
          Company.  Shares held by The John E. Fetzer  Institute,  Inc. are not,
          however, included in the beneficial ownership amounts for Mr. Leeburg.

Voting Trust Agreement                                                          

         Stockholders  of the Company  owning an aggregate of 231,157  shares of
Class A  Common  Stock  and  974,651  shares  of  Class E  Common  Stock,  which
represents  8% and 25%,  respectively,  of the total voting power of the Class A
Common Stock and Class E Common Stock outstanding as of the Record Date, entered
into a  Voting  Trust  Agreement  dated  January  10,  1996.  Pursuant  to  that
Agreement,  Leslie A.  Danziger,  the President and Chairman of the Company,  is
designated as the trustee of the trust and empowered to vote all shares  subject
to that trust with  respect  to any  matter  subject to a vote by the  Company's
stockholders, including voting in favor of the election of herself as a director
of the Company and in favor or ratification                                     
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and approval of acts of herself as a director in the conduct of business affairs
of the Company.  Consequently,  when combined with her individual holdings,  Ms.
Danziger effectively controls 11% and 41% of the total voting power of the Class
A Common Stock and Class E Common Stock, respectively.  Parties to the agreement
may withdraw their shares upon ten days' prior written notice.  The Voting Trust
Agreement  terminates  upon the  earlier  of five years or the date on which Ms.
Danziger  ceases to be  Chairman  of the Board or resigns  as trustee  under the
Agreement. Ms. Danziger intends to vote all of the shares of Class A and Class E
Common  Stock  covered by the Voting Trust and the shares of such stock owned by
her personally, FOR the proposed amendment to the Certificate of Incorporation. 

PROPOSAL - AMENDMENT OF CERTIFICATE OF INCORPORATION
 WITH RESPECT TO THE CONVERSION AND REDEMPTION
 OF THE CLASS E COMMON STOCK

         At the Special Meeting,  the Company will seek stockholder  approval of
an amendment (the "Amendment") to the Certificate of Designation  forming a part
of its  Certificate  of  Incorporation  in order to  provide,  subject  to prior
respective sequential  conversions of Class E-1 and E-2 Common Stock into shares
of Class A Common  Stock,  for the  extension by  successive  one-year  periods,
respectively,  of the dates by which the  Company's  Class A Common  Stock  must
attain certain market price levels or the Company must meet certain earnings per
share earnings levels, in order to cause the automatic  conversions into Class A
Common Stock of the Company's Class E-2 and Class E-3 Common Stock,  and thereby
forestall the redemption thereof at a nominal price.                            
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Descriptions of Class A and Class E Common Stock                                

Class A Common Stock. Holders of Class A Common Stock have the right to cast one
vote for each share held of record on all matters submitted to a vote of holders
of Class A Common Stock,  including  the election of  directors.  The holders of
Class A, Class  E-1,  Class E-2 and Class E-3 Common  Stock vote  together  as a
single class on all matters on which  stockholders  may vote,  except when class
voting is required by applicable law.                                           

         Holders of Class A Common  Stock are  entitled  to  receive  dividends,
together  with the holders of Class E-1,  Class E-2 and Class E-3 Common  Stock,
pro rata based on the number of shares  held,  when,  as and if  declared by the
Board of Directors, from funds legally available therefor, subject to the rights
of holders of any outstanding  Preferred Stock. In the case of dividend or other
distributions payable in stock of the Company,  including distributions pursuant
to stock splits or  divisions  of stock of the  Company,  only shares of Class A
Common Stock will be  distributed  with respect to Class A Common Stock.  In the
event of the  liquidation,  dissolution  or  winding  up of the  affairs  of the
Company,  all assets and funds of the Company remaining after the payment of all
debts  and other  liabilities,  subject  to the  rights  of the  holders  of any
outstanding  Preferred  Stock,  shall be  distributed  to the holders of Class A
Common  Stock,  together  with the holders of Class E Common Stock to the extent
such holders are then entitled to participate in such  distribution.  Holders of
Class A Common  Stock are not  entitled to  preemptive,subscription,  cumulative
voting or  conversion  rights,  and  there are no  redemption  or  sinking  fund
provisions  applicable to the Class A Common Stock.  All  outstanding  shares of
Class A Common Stock are fully paid and non-assessable.                         

Class E-1,  E-2 and E-3  Common  Stock.  Each share of Class E-1,  Class E-2 and
Class  E-3  Common  Stock  is  entitled  to one  vote on all  matters  on  which
stockholders may vote,  including the election of directors.  The Class A, Class
E-1, Class E-2 and Class E-3 Common Stock vote together as a single class on all
matters on                                                                      
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which  stockholders may vote, except when class voting is required by applicable
law.   Holders  of  Class  E  Common  Stock  are  not  entitled  to  preemptive,
subscription, cumulative voting or conversion rights and there are no redemption
or sinking fund provisions applicable to the Class E Common Stock. All shares of
Class E Common Stock issued are and will be fully paid and non-assessable.      

         Holders  of  Classes  E-1,  E-2 and E-3 Common  Stock are  entitled  to
participate together with the holders of Class A Common Stock, pro rata based on
the number of shares held, in the payment of dividends  and in the  liquidation,
dissolution  and winding up of the Company,  subject to the rights of holders of
any  outstanding  Preferred  Stock.  In the case of case,  securities  and other
property that is the subject of a distribution or dividend  (except with respect
to an  acquisition  of the  Company or its merger with or into  another  entity)
payable to shareholders of Classes E-1, E-2 or E-3 Common Stock shall be held in
escrow until the  applicable  Class E shares are  converted  into Class A Common
Stock. In the case of dividends and other distributions  payable in stock of the
Company,  including distributions pursuant to stock splits or divisions of stock
of the Company,  only shares of Class A Common Stock shall be  distributed  with
respect to Classes E-1, E-2 and E-3 Common Stock.                               

Current Conditions to Conversion and Redemption of Class E Common Stock         

         At the  present  time,  the  Class E  Common  Stock is  subject  to the
following conditions as set forth in the Company's Certificate of Incorporation:

         A. Each share of Class E-1 Common Stock will be automatically converted
into one share of Class A Common Stock,  if, and only if, any one or more of the
following conditions is/are met:                                                
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                (i)        the Company's net income before  provision for income
                           taxes and  exclusive  of any  extraordinary  earnings
                           (all  as  audited  and  determined  by the  Company's
                           independent public  accountants) (the "Minimum Pretax
                           Income") is at least $8.0  million  during any of the
                           fiscal  years  ending June 30,  1996,  1997,  1998 or
1999; or                  

               (ii)        the Minimum  Pretax  Income is at least $10.3 million
                  for the fiscal year ending June 30, 2000; or

              (iii)        the Bid Price (as defined) of the  Company's  Class A
                           Common  Stock  averages in excess of $12.50 per share
                           for 30 consecutive  business days during the 18-month
             period commencing February 22, 1996; or

               (iv)        the Bid Price (as defined) of the  Company's  Class A
                           Common  Stock  averages in excess of $16.75 per share
                           for 30 consecutive  business days during the 18-month
           period commencing August 22, 1997; or

                (v)        the  Company is  acquired  by or merged  with or into
                           another entity during either of the periods  referred
                           to below and as a result thereof holders of the Class
                           A  Common   Stock  of  the  Company   (after   giving
                           consideration  to the  conversion  of the  Class  E-1
                           Common Stock) receive per share  consideration  equal
                           to or greater  than:  (i) $12.50  during the 18-month
                           period  commencing  February 22, 1996; or (ii) $16.75
                           during  the  18-month  period  commencing  August 22,
1997;                     

         B. Each share of Class E-2 Common Stock will be automatically converted
into one  share of Class A Common  Stock,  if,  and only if,  one or more of the
following conditions is/are met:                                                
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                (i)        the Minimum  Pretax  Income is at least $10.9 million
                           during any of the fiscal  years ending June 30, 1996,
1997, 1998 or 1999; or    

               (ii)        the Minimum  Pretax  Income is at least $14.0 million
                     during the fiscal year ending June 30, 2000; or

              (iii)        the  Company is  acquired  by or merged  with or into
                           another entity during either of the periods  referred
                           to below and as a result  thereof  holders of Class A
                           Common  Stock  of  the  Company   receive  per  share
                           consideration  (after giving effect to the conversion
                           of the Class E-1  Common  Stock and Class E-2  Common
                           Stock) equal to or greater  than:  (i) $18.00  during
                           the 18-month period commencing  February 22, 1996; or
                           (ii) $23.00  during the  18-month  period  commencing
August 22, 1997.          

         C. Each share of Class E-3 Common Stock will automatically be converted
into  one  share of Class A  Common  Stock,  if and only if,  one or more of the
following conditions is/are met:                                                

                (i)        the Minimum  Pretax Income  amounts to at least $28.0
                           million  during any of the fiscal  years  ending June
            30, 1996, 1997, 1998, 1999 or 2000; or

               (ii)        the  Company is  acquired  by or merged  with or into
                           another  entity during the periods  referred to below
                           and as a  result  thereof  holders  of Class A Common
                           Stock of the Company receive per share  consideration
                           (after giving  effect to the  conversion of the Class
                           E-1,  Class E-2 and Class E-3 Common  Stock) equal to
                           or  greater  than:  (i) $30.00  during  the  18-month
                           period  commencing  February 22, 1996; or (ii) $40.00
                           during  the  18-month  period  commencing  August 22,
1997.                     
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         D. Distributions in the event the Company is acquired or merged with or
into another entity will be made as follows:                                    

                (i)        if the merger or acquisition  proceeds are sufficient
                           to pay the Class A Common Stock  outstanding prior to
                           such event up to the  applicable Bid Price amount per
                           share  set  forth  in  A(v),  B(iii)  or  C(ii),  the
                           applicable Class E Common Stock shall  participate in
                           the balance  remaining up to the applicable Bid Price
per share amount;         

               (ii)        if the proceeds are  sufficient to pay the holders of
                           the Class A Common Stock and the  applicable  Class E
                           Common  Stock  the  full  amount  set  forth in A(v),
                           B(iii) or C(ii),  then the applicable  Class E Common
                           Stock will be converted into Class A Common Stock and
                           distributions will be made pro rata on all such stock
                outstanding subsequent to such conversion.

         The shares of Class E Common  Stock will be redeemed on  September  30,
2000 by the Company for $.0001 per share if such earnings levels or market price
targets are not achieved.                                                       

         The Minimum  Pretax  Income  amounts set forth above shall be increased
proportionately,  with certain  limitations,  in the event additional  shares of
Common Stock or securities  convertible  into,  exchangeable  for or exercisable
into  Common  Stock are  issued  prior to the  applicable  dates.  The Bid Price
amounts  set forth  above are  subject to  adjustment  in the event of any stock
splits, stock dividends, recapitalization or other similar events.              
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Reasons to Vote in Favor of the Proposed Amendment                              

         The purpose of the  amendment  is to  continue  to provide  appropriate
continuing incentive to the Company's current management to continue to grow the
Company's  operations and to generate revenue. The Company's 1995 reorganization
and the public offering in 1996 resulted in current management holding 8% of the
Company's Class A Common Stock and 29% of its Class E Common Stock, all of which
Class E shares are contingent in their potential  value on management's  efforts
and ability to cause the Company to meet the stock  prices and  earnings  levels
required  to convert  the  classes  of Class E Common  Stock into Class A Common
Stock.  The dates for meeting the  applicable  thresholds  for conversion of the
various  classes of Class E Common Stock were set in August 1995 in negotiations
with the  Underwriter of the Company's 1996 initial  public  offering.  However,
such  offering  was not  completed  until  the end of  February  1996  which was
substantially  later than anticipated in August 1995. As a result of the working
capital shortage  experienced because of this delay, the Company fell behind its
schedule for  implementing  the business  strategy  which formed a basis for the
negotiations with the underwriter in August 1995.                               

         Since its inception,  the Company has been a development  stage company
with its primary  activities in basic research and development and license fees.
See the Company's Financial  Statements  attached as Exhibit B hereto.  Although
the Company has  recently  increased  production  of  products  and  anticipates
increased revenues from product sales in 1997.  Management believes it is in the
best interests of the Company to focus on long-term  products and goals, such as
the  development  of its laser optics  products.  Management  believes  that the
current  deadlines  for  conversion  of the Class E-2 and Class E-3 Common Stock
will result in an inappropriate emphasis on short term products and performance.
Nonetheless,  the  extension  of the dates for  conversion  of the Class E-2 and
Class E-3 Common  Stock  currently  proposed  will  apply,  if  approved  by the
stockholders,  only if the respective performance thresholds applicable to Class
E-1 and Class E-2 Common Stock,  respectively,  have been previously  satisfied.
Thus, management is required to demonstrate successful                          
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performance  in order to take  advantage  of the proposed  extensions.  Because,
however,  of the uncertainties of the economy,  the development stage of many of
its products and the pace of revenue  generation once products are developed and
put  into  commercial  production,  management  anticipates  that it may take an
additional  year of  operation  beyond  the  required  time  frame to reach  the
performance  levels  required to convert the Class E-2 Common Stock into Class A
Common Stock and an additional one year period beyond the required time frame to
enable the conversion of the Class E-3 shares.                                  

         The proposed  one-year  extensions  of time apply only to the Class E-2
and Class E-3 Common Stock. The requirements  with respect to stock price levels
and revenue  attainment  for the  conversion  of Class E-1 Common  Stock  remain
exactly  as set  forth  above  under  Section  "A"  of  "Current  Conditions  to
Conversion and  Redemption of Class E Common Stock."  Although the effect of the
proposed  extensions  with  respect  to  Class  E-2  and  Class  E-3 are to give
Management  more time to operate  the  Company in order to attempt to attain the
stock price and reverse  levels for  conversion  of such stock,  there can be no
guarantee that  Management will be successful in such endeavors or, that despite
such efforts,  factors  beyond the control of  Management  will not intervene or
interfere with such efforts.                                                    

         As these  time  frames  are set  forth  in the  Company's  Articles  of
Incorporation,  a vote of stockholders, as set forth in this Proxy Statement, is
required to amend the  Certificate  of  Incorporation  to for  conversion of the
Class E-2 and Class E-3 Common Stock by one year,  respectively,  subject to the
prior  conversion  of the Class E-1 Common  Stock with  respect to the Class E-2
Common Stock and the prior conversion of the Class E-2 Common Stock with respect
to the Class E-3 Common Stock.                                                  
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Changes Occasioned by the Proposed Amendment.                 

         A. If the  proposed  amendment,  a copy of which is attached  hereto as
Exhibit A, is  approved  by the  stockholders,  conditions  with  respect to the
conversion  of the Class E-1 Common Stock will remain as set forth above and the
Class E-2 and Class E-3  Common  Stock  will  become  subject  to the  following
conditions (CHANGES RESULTING FROM AMENDMENTS ARE SET FORTH IN BOLD):           

         B.  Each  share  of  Class  E- 2  Common  Stock  will be  automatically
converted  into one share of Class A Common Stock,  if, and only if, one or more
of the following conditions is/are met:                                         

                (i)        the Minimum  Pretax  Income is at least $10.9 million
                           during any of the fiscal  years ending June 30, 1997,
1998 or 1999; or          

               (ii)        THE  CLASS  E-1  COMMON  STOCK  HAS  BEEN  PREVIOUSLY
                           CONVERTED  INTO  CLASS A  COMMON  STOCK  PURSUANT  TO
                           PARAGRAPH A ABOVE,  AND THE MINIMUM  PRETAX INCOME IS
                           AT LEAST $10.9 MILLION DURING ANY OF THE FISCAL YEARS
ENDING JUNE 30, 2000; OR  

              (iii)        the Minimum  Pretax  Income is at least $14.0 million
                     during the fiscal year ending June 30, 2000; or

               (iv)        THE  CLASS  E-1  COMMON  STOCK  HAS  BEEN  PREVIOUSLY
                           CONVERTED  INTO  CLASS A  COMMON  STOCK  PURSUANT  TO
                           PARAGRAPH A ABOVE,  AND THE MINIMUM  PRETAX INCOME IS
                           AT LEAST $14.0 MILLION  DURING THE FISCAL YEAR ENDING
JUNE 30, 2001; OR         
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               (vi)        the  Company is  acquired  by or merged  with or into
                           another entity during either of the periods  referred
                           to below and as a result  thereof  holders of Class A
                           Common  Stock  of  the  Company   receive  per  share
                           consideration  (after giving effect to the conversion
                           of the Class E-1  Common  Stock and Class E-2  Common
                           Stock) equal to or greater  than:  (i) $18.00  during
                           the 18-month period commencing  February 22, 1996; or
                           (ii) $23.00  during the  18-month  period  commencing
August 22, 1997; or       

              (vii)        THE  CLASS  E-1  COMMON  STOCK  HAS  BEEN  PREVIOUSLY
                           CONVERTED  INTO  CLASS A  COMMON  STOCK  PURSUANT  TO
                           PARAGRAPH  A ABOVE AND THE  COMPANY IS ACQUIRED BY OR
                           MERGED WITH OR INTO ANOTHER  ENTITY  DURING EITHER OF
                           THE PERIODS REFERRED TO BELOW AND AS A RESULT THEREOF
                           HOLDERS  OF  CLASS  A  COMMON  STOCK  OF THE  COMPANY
                           RECEIVE PER SHARE CONSIDERATION  (AFTER GIVING EFFECT
                           TO THE  CONVERSION  OF THE CLASS E-1 COMMON STOCK AND
                           CLASS E-2 COMMON STOCK) EQUAL TO OR GREATER THAN: (I)
                           $18.00 DURING THE 30-MONTH PERIOD COMMENCING FEBRUARY
                           22, 1996; OR (II) $23.00  DURING THE 30-MONTH  PERIOD
 COMMENCING AUGUST 22, 1998.

         C.  Each  share  of  Class  E- 3 Common  Stock  will  automatically  be
converted into one share of Class A Common Stock, if and only if, one or more of
the following conditions is/are met:                                            

                (i)        the Minimum  Pretax Income amounts to at least $28.00
                           million  during any of the fiscal  years  ending June
      30, 1997, 1998, 1999 or 2000; or

               (ii)        THE  CLASS  E-2  COMMON  STOCK  HAS  BEEN  PREVIOUSLY
                           CONVERTED  INTO  CLASS A  COMMON  STOCK  PURSUANT  TO
                           PARAGRAPH  B ABOVE  AND  THE  MINIMUM  PRETAX  INCOME
                           AMOUNTS TO AT LEAST $28.00  MILLION DURING THE FISCAL
   YEAR ENDING JUNE 30, 2001; OR
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              (iii)        the  Company is  acquired  by or merged  with or into
                           another  entity during the periods  referred to below
                           and as a  result  thereof  holders  of Class A Common
                           Stock of the Company receive per share  consideration
                           (after giving  effect to the  conversion of the Class
                           E-1,  Class E-2 and Class E-3 Common  Stock) equal to
                           or  greater  than:  (i) $30.00  during  the  18-month
                           period  commencing  February 22, 1996; or (ii) $40.00
                           during  the  18-month  period  commencing  August 22,
1997; or                  

               (iv)        THE  CLASS  E-2  COMMON  STOCK  HAS  BEEN  PREVIOUSLY
                           CONVERTED  INTO  CLASS A  COMMON  STOCK  PURSUANT  TO
                           PARAGRAPH  B ABOVE AND THE  COMPANY IS ACQUIRED BY OR
                           MERGED WITH OR INTO ANOTHER ENTITY DURING THE PERIODS
                           REFERRED TO BELOW AND AS A RESULT THEREOF  HOLDERS OF
                           CLASS A COMMON STOCK OF THE COMPANY RECEIVE PER SHARE
                           CONSIDERATION  (AFTER GIVING EFFECT TO THE CONVERSION
                           OF THE CLASS  E-1,  CLASS  E-2 AND  CLASS E-3  COMMON
                           STOCK) EQUAL TO OR GREATER  THAN:  (I) $30.00  DURING
                           THE 30-MONTH PERIOD COMMENCING  FEBRUARY 22, 1996; OR
                           (II) $40.00  DURING THE  30-MONTH  PERIOD  COMMENCING
AUGUST 22, 1998; OR       

         The shares of Class E Common  Stock will be redeemed on  September  30,
2001 by the Company for $.0001 per share if such earnings levels or market price
targets are not achieved.                                                       

         All other  rights and  restrictions  of the Class E Common  Stock shall
remain unchanged,  if the proposal is ratified by the stockholders.  A copy of a
form of Amended and Restated  Certificate  of  Designation  to be filed with the
Delaware  Secretary  of State  if the  stockholders  approve  the  Amendment  is
attached hereto.                                                                

         The Minimum  Pretax  Income  amounts set forth above shall be increased
proportionately,  with certain  limitations,  in the event additional  shares of
Common Stock or securities convertible into, exchangeable for                   
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or exercisable  into Common Stock are issued after  completion of this Offering.
The Bid Price  amounts set forth above are subject to adjustment in the event of
any stock splits, stock dividends, recapitalization or other similar events.    

Effects of the Proposed Amendment                                               

         As of the Record  Date,  there were issued and  outstanding  1,449,942,
1,449,942 and 966,621 shares of Class E-1, Class E-2 and Class E-3 Common Stock,
respectively.  Currently,  the Company's directors and executive officers,  as a
group,  effectively  control  29%,  including  19%  which  Leslie  A.  Danziger,
President and Chairman of the Board,  effectively  controls. If the Amendment is
not  approved and all of the shares of Classes E-1, E-2 and E-3 Common Stock are
ultimately redeemed,  the Company's current directors and executive officers, as
a group,  and Ms.  Danziger  will control only 8% and 4%,  respectively,  of the
Company's  outstanding  Common  Stock which will  consist only of Class A Common
Stock.  Conversion  of any of the classes of Class E Common Stock will result in
each  share of Class A Common  Stock  then  outstanding,  representing  a lesser
percentage  interest  in  the  beneficial  ownership  of  the  Company's  voting
securities. Conversely, redemption of any of the classes of Class E Common Stock
will result in each share of Class A Common Stock then outstanding, representing
a greater  percentage  interest in the  beneficial  ownership  of the  Company's
outstanding voting securities.                                                  

         The economic  effect of the failure to approve the  Proposed  Amendment
and the total  redemption  of the Classes  E-1, E-2 and E-3 Common Stock will be
that  Management's  percentage  of equity in the Company will be greater than if
the  Amendment  was  approved  and all  shares  of  Class E  Common  Stock  were
converted, of which there is no assurance. See "Security Ownership of Management
and Principal Shareholders," above.                                             
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         The  Company's  Board of Directors  approved the proposed  Amendment in
April 1997 and have directed that the Amendment be submitted to the stockholders
of the Company for approval at the Special Meeting.                             

         Each of the Company's  directors  and executive  officers has indicated
that he or she intends to vote all of his or her shares of Class A Common Stock,
representing 8% of the total shares of Class A Common Stock outstanding, and 29%
of the Class E Common Stock FOR the Amendment.                                  

  THE BOARD OF DIRECTORS RECOMMEND THAT STOCKHOLDERS VOTE IN FAVOR
OF RATIFICATION OF THE AMENDMENT.                                               

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 CHANGE OF INDEPENDENT ACCOUNTANTS

         The independent auditors utilized by the Company during the fiscal year
ended  June 30,  1996 was  Ernst & Young  LLP.  When the  Company  relocated  to
Albuquerque in April 1996,  management  decided to review its financial services
since  Ernst &  Young  LLP  did  not  have  offices  in  Albuquerque.  Upon  the
recommendation  of the Board of  Directors,  the Company has selected  KPMG Peat
Marwick LLP as independent public accountants to audit the financial  statements
of the Company  for the fiscal  year  ending June 30, 1997 and to perform  other
accounting services as requested by the Company.  There were no disagreements on
accounting practices with Ernst & Young LLP.                                    

OTHER BUSINESS

         The  Board of  Directors  is not  aware  of any  other  business  to be
considered or acted upon at the Special Meeting.  If any other business properly
comes before the Special  Meeting,  it is the  intention of the persons named in
the  enclosed  proxy  card to vote the  shares  they  represent  as the Board of
Directors may recommend.                                                        

By Order of the Board of Directors,                                             

                  Leslie A. Danziger
                                     President and Chief Executive Officer

Albuquerque, New Mexico                                                         

May 9, 1997                                                                     
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 EXHIBIT A

         SECTIONS 3.E  (2) AND  (3) OF  PROPOSED  AMENDMENT  TO  CERTIFICATE  OF
            DESIGNATION FORMING PART OF CERTIFICATE OF INCORPORATION

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 EXHIBIT A

SECTIONS 3.E(2) AND (3) OF PROPOSED AMENDMENT TO CERTIFICATE
 OF DESIGNATION FORMING PART OF CERTIFICATE OF INCORPORATION

E.       Conversion.                                          
-----------                                 

         (2)  Each  share  of  Class  E-2  Common  Stock  will be  automatically
converted  into one share of Class A Common Stock,  and the holder  thereof will
receive a certificate  representing the number of shares of Class A Common Stock
into  which  such  class  was  converted,  if,  and only if,  one or more of the
following conditions is/are met:                                                

                  (a)      the Minimum  Pretax  Income is at least $10.9 million
                           during any of the fiscal  years ending June 30, 1997,
1998 or 1999; or          

                  (b)      the  Class  E-1  Common  Stock  has  been  previously
                           converted  into  Class A  Common  Stock  pursuant  to
                           paragraph A above,  and the Minimum  Pretax Income is
                           at least $10.9 million during any of the fiscal years
ending June 30, 2000; or  

                  (c)      the Minimum  Pretax  Income is at least $14.0 million
                     during the fiscal year ending June 30, 2000; or

                  (d)      the  Class  E-1  Common  Stock  has  been  previously
                           converted  into  Class A  Common  Stock  pursuant  to
                           paragraph A above,  and the Minimum  Pretax Income is
                           at least $14.0 million  during the fiscal year ending
June 30, 2001; or         

                  (e)      the  Company is  acquired  by or merged  with or into
                           another entity during either of the periods  referred
                           to below and as a result  thereof  holders of Class A
                           Common  Stock  of  the  Company   receive  per  share
                           consideration  (after giving effect to the conversion
                           of the Class E-1  Common  Stock and Class E-2  Common
                           Stock) equal to or greater  than:  (i) $18.00  during
                           the 18-month period commencing  February 22, 1996; or
                           (ii) $23.00  during the  18-month  period  commencing
August 22, 1997; or       

                  (f)      the  Class  E-1  Common  Stock  has  been  previously
                           converted  into  Class A  Common  Stock  pursuant  to
                           paragraph  A above and the  Company is acquired by or
                           merged with or into another  entity  during either of
                           the periods referred to below and as a result thereof
                           holders  of  Class  A  Common  Stock  of the  Company
            receive per share consideration (after
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                           giving  effect  to the  conversion  of the  Class E-1
                           Common Stock and Class E-2 Common  Stock) equal to or
                           greater than:  (i) $18.00 during the 30-month  period
                           commencing  February 22, 1996;  or (ii) $23.00 during
                     the 30-month period commencing August 22, 1998.

         (3)  Each  share  of Class  E-3  Common  Stock  will  automatically  be
converted  into one share of Class A Common Stock,  and the holder  thereof will
receive a certificate  representing the number of shares of Class A Common Stock
into which suchclass was converted, if and only if, one or more of the following
conditions is/are met:                                                          

                  (a)      the Minimum  Pretax Income amounts to at least $28.00
                           million  during any of the fiscal  years  ending June
      30, 1997, 1998, 1999 or 2000; or

                  (b)      the  Class  E-2  Common  Stock  has  been  previously
                           converted  into  Class A  Common  Stock  pursuant  to
                           paragraph  B above  and  the  Minimum  Pretax  Income
                           amounts to at least $28.00  million during the fiscal
   year ending June 30, 2001; or

                  (c)      the  Company is  acquired  by or merged  with or into
                           another  entity during the periods  referred to below
                           and as a  result  thereof  holders  of Class A Common
                           Stock of the Company receive per share  consideration
                           (after giving  effect to the  conversion of the Class
                           E-1,  Class E-2 and Class E-3 Common  Stock) equal to
                           or  greater  than:  (i) $30.00  during  the  18-month
                           period  commencing  February 22, 1996; or (ii) $40.00
                           during  the  18-month  period  commencing  August 22,
1997; or                  

                  (d)      the  Class  E-2  Common  Stock  has  been  previously
                           converted  into  Class A  Common  Stock  pursuant  to
                           paragraph  B above and the  Company is acquired by or
                           merged with or into another entity during the periods
                           referred to below and as a result thereof  holders of
                           Class A Common Stock of the Company receive per share
                           consideration  (after giving effect to the conversion
                           of the Class  E-1,  Class  E-2 and  Class E-3  Common
                           Stock) equal to or greater  than:  (i) $30.00  during
                           the 30-month period commencing  February 22, 1996; or
                           (ii) $40.00  during the  30-month  period  commencing
August 22, 1998; or       

         The shares of Class E Common  Stock will be redeemed on  September  30,
2001 by the Company for $.0001 per share if such earnings levels or market price
targets are not achieved.                                                       
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EXHIBIT B 

 FINANCIAL INFORMATION

Balance Sheet                                                 
Statements of Operations                                      
Statements of Cash Flows                                      
Notes to Financial Statements                                 
         Management's Discussion and Analysis of Financial Condition and Results
of Operations                                           
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LightPath Technologies, Inc.
 (A Development Stage Company)
 Balance Sheet

                                                        [Enlarge/Download Table]

                                                                            March 31,         June 30,      
                                                                              1997             1996         
                                                                       -------------------------------------
                                                                            Unaudited                       
                                                                                                            
Assets                                                                                                      
Current assets:                                                                                             
  Cash and cash equivalents                                             $    1,299,377  $     4,335,133     
  Trade accounts receivable                                                    354,254           23,500     
  Inventories                                                                  220,486           66,186     
  Advances to employees                                                          2,583           14,445     
  Prepaid expenses and other                                                    76,938           82,608     
                                                                       -------------------------------------
Total current assets                                                         1,953,638        4,521,872     
Property and equipment - net                                                   773,984          438,726     
Intangible assets - net                                                        313,582          250,206     
                                                                       -------------------------------------
Total assets                                                            $    3,041,204  $     5,210,804     
                                                                       =====================================

Liabilities and Stockholders' Equity Current liabilities:                                                   
  Accounts payable and accrued liabilities                              $      367,163  $       362,206     
  Accrued payroll and benefits                                                 288,526          274,237     
                                                                       -------------------------------------
Total current liabilities                                                      655,689          636,443     

Note payable to related parties                                                 30,000           30,000     

Redeemable common stock:                                                                                    
  Class E-1 - performance based and redeemable common stock                                                 
   1,449,942 and 1,454,547, shares issued and outstanding at March                                          
   31, 1997 and June 30, 1996, respectively                                     14,499           14,545     
  Class E-2 - performance based and redeemable common stock                                                 
   1,449,942 and 1,454,547 shares issued and outstanding at March                                           
   31, 1997 and June 30, 1996, respectively                                     14,499           14,545     
  Class E-3 - performance based and redeemable common stock                                                 
   966,621 and 969,691, issued and outstanding at March 31, 1997 and                                        
   June 30, 1996, respectively                                                   9,666            9,697     

Stockholders' equity:                                                                                       
   Preferred stock, $.01 par value; 5,000,000 shares authorized; none                                       
    issued and outstanding at March 31, 1997 or June 30, 1996                        -                -     
   Common stock:                                                                                            
    Class A, $.01 par value; 34,500,000 shares authorized, voting                                           
     2,764,589 and 2,722,191, shares issued and outstanding at March                                        
     31, 1997 and June 30, 1996, respectively                                   27,647           27,222     
   Additional paid-in capital                                               18,844,785       18,692,578     
   Deficit accumulated during the development stage                        (16,555,581)     (14,214,226)    
                                                                       -------------------------------------
Total stockholders' equity                                                   2,316,851        4,505,574     
                                                                       -------------------------------------
Total liabilities and stockholders' equity                              $    3,041,204   $    5,210,804     
                                                                       =====================================

See accompanying notes.                                                         
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LightPath Technologies, Inc.
 (A Development Stage Company)
Statements of Operations

                                                        [Enlarge/Download Table]

                                                                                                            Inception  
                                                                                                            August 23, 
                                           Three Months Ended                Nine Months Ended            1985 through 
Unaudited                                        March 31,                        March 31,                  March 31, 
                                            1997            1996             1997           1996               1997    
                                    -----------------------------------------------------------------------------------
                                                                                                                       
Revenues:                                                                                                              
   Product development fees               $306,000      $   62,000      $    419,153    $    137,000     $    688,153  
   Lenses and other                         74,959          22,472           113,440          32,066          233,828  
                                    -----------------------------------------------------------------------------------
Total revenues                             380,959      $   84,472           532,593         169,066          921,981  

Costs and expenses:                                                                                                    
   Cost of goods sold                       60,148          10,949            90,471          16,427          297,327  
   Selling, general and                                                                                                
     administrative                        790,882         576,798         2,137,162       1,166,068       13,283,598  
   Research and development                201,928           9,752           741,235          30,073        7,415,688  
   Amortization of unearned                                                                                            
     compensation                                -               -                 -         867,642        2,076,217  
                                    -----------------------------------------------------------------------------------
Total costs and expenses                 1,052,958         597,499         2,968,868       2,080,210       23,072,830  
                                    -----------------------------------------------------------------------------------
Operating loss                            (671,999)       (513,027)       (2,436,275)     (1,911,144)     (22,150,849) 

Other income(expense):                                                                                                 
   Investment income                        22,065          21,833            97,664          21,833          191,115  
   Interest expense                         (1,171)       (201,892)           (2,744)       (397,298)      (1,853,111) 
                                    -----------------------------------------------------------------------------------
Net loss                               $  (651,105)    $  (693,086)      $(2,341,355)    $(2,286,609)    $(23,812,845) 
                                    ===================================================================================

Net loss per share                          $(.24)          $(.44)            $(.85)         $(2.18)                -  
                                    ===================================================================================
Number of shares used in per share                                                                                     
   calculation                           2,764,338       1,580,945         2,751,623       1,049,819                -  
                                    ===================================================================================

See accompanying notes.                                                         
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LightPath Technologies, Inc.
 (A Development Stage Company)
Statements of Cash Flows

                                                        [Enlarge/Download Table]

                                                                                              Inception      
                                                                                              August 23,     
                                                                Nine Months Ended                1985        
Unaudited                                                           March 31,                  through       
                                                                                              March 31,      
                                                       ------------------------------------------------------
                                                              1997             1996              1997        
                                                       ------------------------------------------------------
                                                                                                             
Operating activities                                                                                         
Net loss                                                $  (2,341,355)    $  (2,286,609)     $(23,812,845)   
Adjustments to reconcile net loss to net cash used in                                                        
 operating activities:                                                                                       
   Depreciation and amortization                              134,139            56,701          590,194     
   Accretion of bridge notes                                        -           223,135          244,808     
   Services provided for common stock                         252,509             5,000        1,393,322     
   Write-off abandoned patent applications                          -             1,895          111,059     
   Amortization of unearned compensation                            -           867,642        2,076,217     
   Changes in operating assets and liabilities:                                                              
      Receivable, advances to employees                      (318,892)           61,464         (356,837)    
      Inventories                                            (154,300)                -         (220,486)    
      Prepaid expenses and other                                5,670           (62,816)         (76,938)    
      Accounts payable and accrued expenses                    19,246          (633,419)       1,941,353     
                                                       ------------------------------------------------------
Net cash used in operating activities                      (2,402,983)       (1,767,007)     (18,110,153)    

Cash flows from investing activities                                                                         
Property and equipment additions                             (460,856)          (17,070)      (1,327,342)    
Costs incurred in acquiring patents                           (71,917)          (13,120)        (461,475)    
                                                       ------------------------------------------------------
Net cash used in investing activities                        (532,773)          (30,190)      (1,788,817)    

Cash flows from financing activities                                                                         
Proceeds from notes payable                                         -            40,000        4,398,606     
Payments on notes payable                                           -          (314,511)      (1,097,350)    
Proceeds from convertible notes payable                             -                 -        1,465,529     
Repayments of convertible notes payable                             -          (162,500)        (212,500)    
Proceeds from bridge loans                                          -         1,285,433        1,765,748     
Repayments of bridge loans                                          -        (1,250,000)      (1,250,000)    
Proceeds from sales of common stock                                 -         7,202,499        9,189,443     
Repurchase of common stock                                   (100,000)          (26,000)        (669,512)    
Proceeds from sales of treasury stock                               -           201,000          351,119     
Proceeds from sales of limited partnership units                    -                 -        7,257,264     
                                                       ------------------------------------------------------
Net cash provided by financing activities                    (100,000)        6,975,921       21,198,347     
                                                       ------------------------------------------------------
Net increase (decrease) in cash and cash equivalents       (3,035,756)        5,178,724        1,299,377     
Cash and cash equivalents at beginning period               4,335,133            11,177                -     
                                                       ------------------------------------------------------
Cash and cash equivalents at end of period              $   1,299,377     $   5,189,901    $   1,299,377     
                                                       ======================================================
Supplemental disclosure of cash flow information:                                                            
Class A common stock issued for services                $     252,509     $       4,992    $   1,364,126     
Debt and accrued interest converted into Class A                                                             
 common stock                                                       -         4,242,824        6,281,164     
Stock options granted for services                                  -                 -           98,500     
Class E common stock issued                                         -             9,613           38,801     

See accompanying notes.                                                         
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LightPath Technologies, Inc.
 (A Development Stage Company)
 Notes to Financial Statements - Unaudited

Organization and Purpose                                                        

LightPath Technologies,  Inc. (the Company) was incorporated in Delaware on June
15, 1992 as the successor to LightPath  Technologies  Limited Partnership formed
in 1989, and its predecessor,  Integrated Solar Technologies  Corporation formed
on August 23, 1985. The Company is a development stage enterprise engaged in the
research,  development  and  production  of  GRADIUM(TM)  lenses.  GRADIUM is an
optical  quality glass  material  with varying  refractive  indices,  capable of
reducing optical aberrations inherent in conventional lenses and performing with
a single lens, or fewer lenses,  tasks performed by  multi-element  conventional
lens systems. Since its inception in 1985, the Company has been engaged in basic
research and  development.  With the proceeds from the initial  public  offering
(IPO) on February 22, 1996,  the Company  began to focus on product  development
and sales.                                                                      

1. Summary of Significant Accounting Matters                                    

The accompanying unaudited financial statements have been prepared in accordance
with the  instructions  to Article 10 of Regulation S-X and,  therefore,  do not
include all  information  and  footnotes  necessary for a fair  presentation  of
financial  position,  results of operations,  and cash flows in conformity  with
generally accepted accounting  principles.  These financial statements should be
read in conjunction  with the Company's  financial  statements and related notes
included in the Form 10-KSB as filed with the Securities and Exchange Commission
on August 28, 1996.                                                             

The  information  furnished,   in  the  opinion  of  management,   reflects  all
adjustments,  which include normal recurring  adjustments,  necessary to present
fairly the  results of  operations  of the  Company for the three month and nine
month periods ended March 31, 1997 and 1996.  Results of operations  for interim
periods are not necessarily  indicative of results which may be expected for the
year as a whole.                                                                

Cash and cash equivalents consist of cash in the bank and temporary  investments
with maturities of ninety days or less when purchased.                          

Inventories  which consist  principally of raw materials,  lenses and components
are stated at the lower of cost,  on a  first-in,  first-out  basis,  or market.
Inventory costs include material, labor and manufacturing overhead.             

Property  and   equipment  are  stated  at  cost  and   depreciated   using  the
straight-line  method over the estimated useful lives of the related assets from
three to seven years.                                                           

Intangible  assets  consisting of patents and trademarks,  are recorded at cost.
These assets are being amortized on the  straight-line  basis over the estimated
useful lives of the related assets from ten to seventeen years.                 

Income taxes are  accounted  for under the  provisions of Statement of Financial
Accounting  Standards No. 109,  Accounting  for Income Taxes,  which requires an
asset and liability  approach to financial  accounting  and reporting for income
taxes.                                                                          

Deferred income tax assets and liabilities are computed for differences  between
the financial statement and tax bases of assets and liabilities that will result
in taxable or  deductible  amounts in the future based upon enacted tax laws and
rates  applicable to the periods in which the differences are expected to affect
taxable income.  Valuation  allowances are established  when necessary to reduce
deferred tax assets to the amount expected to be realized. Income tax expense is
the tax  payable  or  refundable  for the  period  plus or minus  the  change in
deferred tax assets and liabilities during the period.                          

Revenue recognition occurs from sales of product upon shipment.                 
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LightPath Technologies, Inc.
 (A Development Stage Company)
 Notes to Financial Statements - Unaudited

Research and development costs are expensed as incurred.                        

Stock based employee  compensation  is accounted for under the provisions of APB
Opinion No. 25,  Accounting  for Stock Issued to  Employees,  which  requires no
recognition  of  compensation  expense when the exercise  price of the employees
stock  option  equals the market  price of the  underlying  stock on the date of
grant.                                                                          

Per share data is computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  during  each  period  after  giving
retroactive effect to the recapitalization. Restricted Class E common shares and
stock  options  for  the  purchase  of  Class E  common  shares  are  considered
contingently issuable and,  accordingly,  are excluded from the weighted average
number of common and common equivalent shares outstanding.                      

Net loss per share for the period from  inception  through March 31, 1997 is not
presented as the Company's  predecessor was a limited  partnership and no common
shares were outstanding.                                                        

Management  uses estimates and makes  assumptions  during the preparation of the
Company's  financial  statements  that affect amounts  reported in the financial
statements and accompanying  notes.  Such estimates and assumptions could change
in the future as more information  becomes known, which in turn could impact the
amounts reported and disclosed herein.                                          

Financial  instruments  of the Company are valued as  required by  Statement  of
Financial  Accounting  Standards  No.  107,  Disclosures  about  Fair  Values of
Financial  Instruments.  The  carrying  amounts  of cash  and  cash  equivalents
approximate fair value.                                                         

2. Inventories                                                                  

The components of inventories include the following at March 31, 1997:          

           Finished goods and work in process                  $ 131,958
           Raw materials                                          88,528
                                                             -------------
           Total inventories                                    $220,486
                                                             =============
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LightPath Technologies, Inc.
 (A Development Stage Company)
 Management's Discussion and Analysis of Financial Condition
 and Results of Operations

Results of Operations                                                           
---------------------                                                           

         The  Private  Securities  Litigation  Reform  Act of 1995  ("the  Act")
provides a safe harbor for forward  looking  statements  made by or on behalf of
the Company.  All statements,  other than statements of historical facts,  which
address  activities,   events  or  developments  that  the  Company  expects  or
anticipates  will or may occur in the  future,  including  such things as future
capital expenditures,  growth, product development, sales, business strategy and
other  such  matters  are  forward-looking  statements.   These  forward-looking
statements are based largely on the Company's  expectations  and assumptions and
are subject to a number of risks and uncertainties, many of which are beyond the
Company's   control.   Actual   results   could  differ   materially   from  the
forward-looking  statements as a result of a number of factors,  including,  but
not  limited  to,  the  Company's  early  state  of  development,  the  need for
additional  financing,  and  intense  competition  in  various  aspects  of  its
business. In light of these risks and uncertainties,  all of the forward-looking
statements made are qualified by these cautionary statements and there can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized.                                                               

Three  months  ended March 31, 1997  compared  with three months ended March 31,
1996                                                                            

         Revenue totaled  $380,959 for the three months ended March 31, 1997, an
increase of  approximately  $297,000 over the  comparable  period last year. The
increase was attributable to $244,000 in product  development/  license fees and
an additional $53,000 in lens sales.  Product development/ license fees included
two significant sales for the Company. First, the Company entered into the final
phase,  prior to  production,  with Karl Storz GMBH & Co. ("Karl Storz") for the
lenses  used in their  endoscopy  instruments.  Under  the 1994  agreement,  the
Company  received a $200,000 fee for this phase of the contract.  In the future,
the Company  anticipates  that it will sell Karl Storz lens blanks and receive a
royalty fee for all sales of endoscopes  containing  GRADIUM lenses. The Company
expects  to  receive a  production  order  from Karl Storz for 500 lenses in the
fourth  quarter and  anticipates  more  significant  production  orders in 1998.
Second,  the Company  received  $25,000  from The Fuji Photo  Optical  Co.,  Ltd
("Fuji")  which is a subsidiary of Fuji Photo Film Co., for the exclusive  right
to use GRADIUM  glass in a new  generation of television  camera  lenses.  After
Fuji's initial study, the Companies  entered into an agreement whereby Fuji will
evaluate the lenses for eight months.  At the end of the period,  Fuji will have
the  right  to  engage  in a  long-term  license  and  purchase  agreement  with
LightPath.  Revenues for  government  funded  subcontracts  in the area of solar
energy totaled $75,000 for the quarter. Lens sales included approximately thirty
customers  representing  a variety of industrial and  government  accounts.  The
Company's  increase  in lens sales is  primarily  due to its sales of lenses for
wafer chip  inspection  and laser  markets.  The Company's  efforts in targeting
laser  applications,  an area where  GRADIUM's  lenses  ability to increase  the
quality of YAG laser  beams and reduce the focal  spot  size,  is  beginning  to
receive market  acceptance.  The Company continues to witness a multi-step sales
cycle.  New customers are first  purchasing one or two lenses for testing,  then
after a period of several months a more significant sale may occur. At March 31,
1997, a backlog of $20,000 existed for lens sales. The Company's  backlog on its
current government projects is $50,000.                                         

         The Company continues to work with a number of additional OEM's towards
the completion of projects which may result in production  orders for LightPath.
During the quarter, the Company added a manufacturers  representative in Silicon
Valley  to  work   directly   with  OEM's  to  increase   our  presence  in  the
optoelectronics industry. The Company formalized relationships with and obtained
orders from four industrial,  optoelectronic and medical component  distributors
based in Japan,  the United Kingdom,  Germany and Israel.  The Company  believes
these  distributors  may  create new  markets  for  GRADIUM  in their  countries
primarily  in the area of sales  into the YAG laser  market.  In  addition,  The
Company entered into a strategic  alliance with Hikari Glass Co., Ltd. of Japan,
( "Hikari" is a 40% owned  subsidiary  of Nikon),  to increase  the  presence of
GRADIUM  glass in  Hikari's  established  Asian  optics  market and to develop a
continuous  flow  manufacturing  process,  currently used by Hikari for high-end
optical  lenses,  for GRADIUM  glass.  To solidify our position in  governmental
research and development projects, the Company entered into an agreement with DR
Technologies Inc. ( "DR" ) to pursue Department of                              
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LightPath Technologies, Inc.
 (A Development Stage Company)
 Management's Discussion and Analysis of Financial Condition
 and Results of Operations

Defense  contracts.  DR is a developer  and  manufacturer  of  advanced  optical
systems and is currently  working with LightPath on the solar energy  government
subcontract.                                                                    

          Cost of sales  during the three months ended March 31, 1997 was 80% of
product sales an increase of 31% over the corresponding  prior year period,  and
was primarily due to outside finishing expenses, and the low volume of inventory
production.  It is  anticipated  that with  increased  volume and the  increased
utilization of off-shore lens  finishers,  the cost of production will decrease.
Administrative  costs increased  $214,084,  or 37% over the  corresponding  1996
period,  primarily  due to the  addition of  personnel  in sales and  marketing,
administration  and operations along with increased overhead in these areas as a
result of an  expected  scale-up  of  operations  to the  levels  planned in the
Company's IPO in February 1996. The Company's public awareness campaign, through
print advertising,  web site and trade shows has generated  approximately  4,000
inquiries since September  1996.  Research and development  costs increased from
$9,752  in the  1996  period  to  $201,928  in the  1997  period.  The  research
department staff has increased to  approximately 6 full time  equivalents  since
the IPO. The focus of the development efforts has been to expand GRADIUM product
lines to the areas of multiplexers and interconnects for the  telecommunications
field,  the addition of the crown glass product line to supplement  its existing
flint  products,  development of acrylic axial  gradient  material to extend the
product range, and upgrade the proprietary  material design software and optical
design tools to facilitate product design.                                      

         Investment   income  of  $22,065  from  interest  earned  on  temporary
investments equaled the prior period.  Interest expense decreased  approximately
$200,000  during the 1997 period as compared to the 1996 period due primarily to
the conversion of debt to equity in conjunction with the completion of the IPO. 

         Net loss of  $651,105  was a decrease  of $41,981  from the  comparable
period last year due to the  improved  gross margin of $247,288 and the increase
in other income of $200,953,  which are offset by increases in selling,  general
and  administrative  costs of $214,084 and research and development of $192,176.
Net loss per  share of $.24 was an  improvement  of $.20 due to an  increase  in
gross  margin  and other  income of $.16,  offset by the  increase  in  selling,
general and administrative  costs of $.09 and research and development  expenses
of $.07.  The  remaining  $.20 gain was due to the increase in weighted  average
common shares due to the IPO.                                                   

Nine  months  ended  March 31, 1997  compared  with the nine months  ended March
31,1996                                                                         

         Revenue  totaled  $532,593 for the nine months ended March 31, 1997, an
increase of approximately $364,000 over the comparable period last year. The new
development/  license  sales  included  $61,000  from OEM Karl  Storz  for their
endoscopy development agreement,  $25,000 from Fuji for an exclusive eight month
evaluation  option for  television  camera lenses and $197,000  from  government
funded  subcontracts in the area of solar energy to allow  satellites to produce
their  own  power  and the  next  generation  of  multiplexing  devices  used in
conjunction with optical fiber. The Company anticipates an additional $50,000 of
revenue in the fourth quarter from these government contracts.  The Company also
experienced $81,000 growth in lens sales to industrial and government  accounts.
At March 31,  1997 the  Company  had  approximately  $20,000 in lens back orders
which it intends to ship during the fourth quarter.                             

         For the nine months  ended March 31, 1997 the cost of sales for product
sales  was  80%.  It is  anticipated  that  with  increased  volume  the cost of
production  will  continue to  decrease.  Administrative  costs  during the 1997
period  increased  $971,094  or 83%  over  the  corresponding  period  in  1996,
primarily   due  to  the  addition  of   personnel   in  sales  and   marketing,
administration and operations, along with increased overhead in these areas as a
result of an expected  scale-up of operations.  Research and  development  costs
increased  from  $30,073 in the 1996 period to $741,235 in the 1997  period.  In
January 1997, the research  department staff added an additional staff member to
continue the Company's research and development efforts in the area of new glass
families  and  opto-electronic                                                  
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LightPath Technologies, Inc.
 (A Development Stage Company)
 Management's Discussion and Analysis of Financial Condition
 and Results of Operations

applications.  There  were  no  costs  related  to  unearned  compensation  from
incentive  stock  options  during the nine  months  representing  a decrease  of
$867,642 from the prior period.                                                 

         Investment  income increased  approximately  $76,000 in 1997 due to the
interest   earned  on  temporary   investments.   Interest   expense   decreased
approximately $394,000 during the 1997 period as compared to the 1996 period due
primarily to the conversion of debt to equity in conjunction with the completion
of the IPO.                                                                     

         Net loss of $2,341,355  was an increase of $54,746 from the  comparable
period last year due to increases in selling,  general and administrative  costs
$971,094 and research and  development  $711,162  which  expenses were partially
offset by the  increased  gross  margin of  $289,483,  a decrease of $867,642 in
unearned compensation and the increase in other income of $470,385. Net loss per
share of $.85 was an  improvement of $1.33 from the 1996 period due to increased
gross margin of $.11, decrease in unearned compensation of $.32 and the increase
in other  income  of $.17,  offset  by the  increase  in  selling,  general  and
administrative  costs of $.35 and research and development expenses of $.26. The
remaining  $1.34 gain was due to the increase in weighted  average common shares
due to the IPO.                                                                 

Financial Resources and Liquidity                                               
---------------------------------                                               

         LightPath has financed its  operations  through  private  placements of
equity  and  debt,  borrowings,  and the IPO which  generated  net  proceeds  of
approximately  $7.452 million in February 1996. The Company  expects to continue
to incur losses until such time, if ever, it obtains  market  acceptance for its
products at selling  prices and volumes which provide  adequate  gross profit to
cover operating costs. The Company has budgeted its cash requirements for fiscal
1997  at  $3,700,000,  a  substantial  increase  from  fiscal  1996  due  to the
implementation  of a sales  program,  additional  personnel and overhead  costs.
During  the three  months  ended  March 31,  1997,  the  Company's  actual  cash
requirements  were  approximately  $120,000  under the  quarterly  budget,  this
decrease  in the  administrative  area was used to fund an overage  in  research
costs.  The Company  budgeted  $700,000 for fiscal 1997 to continue its research
and  development  efforts.  During the three months  ended March 31,  1997,  the
Company's  actual cash  requirements  for research and development  exceeded the
quarterly  budget by  $122,000.  During the nine months ended March 31, 1997 the
Company's total actual operating cash requirements were  approximately  $280,000
under budget.                                                                   

         The Company also budgeted  $800,000  primarily to be used for equipment
to expand its manufacturing  facilities during fiscal year 1997. During the nine
month period ended March 31, 1997, the Company incurred  approximately  $533,000
in capital  equipment  and  patent  costs.  The  Company  anticipates  expending
approximately $100,000 in capital equipment and patent costs by June 30, 1997.  

         The  Company  has  initiated  discussions  about a number of  financing
options to generate  sufficient  capital to meet its  liquidity  needs in fiscal
1998 and beyond.  The  Company's  capital  requirements  after  fiscal 1997 will
depend on the extent that GRADIUM  glass becomes  commercially  accepted and the
Company's sales program is successful in generating  sales sufficient to sustain
its  operations.  There  can be no  assurance  that the  Company  will  generate
sufficient revenues to fund its operations or that the Company will successfully
commercialize its GRADIUM products. In addition,  the Company may be required to
seek  additional  financing or alter its  business  plan in the event of delays,
cost  overruns  or  unanticipated  expenses  associated  with a  company  in the
development  stage. The Company  currently has no credit facility with a bank or
other financial institution.  There also can be no assurance that any additional
financing  will be  available  if  needed,  or, if  available,  will be on terms
acceptable to the Company. In the event necessary financing is not obtained, the
Company will be materially adversely affected and have to cease or substantially
reduce operations.                                                              

         Since the Company has  principally  been engaged in basic  research and
development  of  its  products,  it  has  not  been  significantly  impacted  by
inflation. The Company does not believe that seasonality will have a significant
impact on its business.                                                         
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RED PROXY CARD                                                                  

LightPath Technologies, Inc.
6820 Academy Parkway East N.E.
 Albuquerque, NM 87109

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby appoints Leslie A. Danziger, as the attorney and
proxy of the undersigned,  with full power of substitution,  for and in the name
and stead of the  undersigned,  to attend the Special Meeting of Stockholders of
LightPath Technologies, Inc. (the "Company") to be held on June 6, 1997, at 1:00
p.m., M.S.T. at the Corporate Office, 6820 Academy Parkway East NE, Albuquerque,
New Mexico,  87109 and any adjournment or postponement  thereof,  and thereat to
vote all shares of Class A and Class E Common Stock which the undersigned  would
be entitled to cast if personally present at indicated herein:                  

 PLEASE MARK YOUR CHOICES IN BLUE OR BLACK INK

1.   Proposal No. 1, amend the Certificate of Incorporation to extend the amount
     of time by which the  Company  must  meet the  performance  thresholds  for
     holders of the  Company's  Class E-2 and E-3 Common  Stock to convert  such
shares into Class A Common Stock.                                     

       [ ]  FOR            [ ]  AGAINST             [ ]  ABSTAIN

2.   In  his/her  discretion,  the  proxy is  authorized  to vote on such  other
     business as may properly be brought  before the meeting or any  adjournment
or postponement thereof.                                              

(Please date and sign on the reverse side)

(Continued from other side)                                                     
         IF THIS PROXY IS PROPERLY EXECUTED,  THE SHARES REPRESENTED HEREBY WILL
BE VOTED IN THE MANNER  DIRECTED HEREIN BY THE  UNDERSIGNED  STOCKHOLDER.  IF NO
SUCH  DIRECTION  IS GIVEN,  THE SHARES WILL BE VOTED "FOR" THE PROPOSAL TO AMEND
THE CERTIFICATE OF  INCORPORATION.  THIS PROXY ALSO DELEGATES  AUTHORITY TO VOTE
WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING.  

The undersigned  hereby  acknowledges  receipt of the Notice of Special Meeting,
Proxy Statement and Form 10-QSB of LightPath Technologies, Inc.                 

                                        PLEASE  SIGN,  DATE AND MAIL THIS  PROXY
                                        PROMPTLY IN THE ENCLOSED  REPLY ENVELOPE
                                        WHICH  REQUIRES  NO POSTAGE IF MAILED IN
                  THE UNITED STATES.

                                        ----------------------------------------
                                       SIGNATURE

                                        ----------------------------------------
                                       SIGNATURE

                                        Dated;______________________________1997
                                        (When signing as an attorney,  executor,
                                        administrator,   trustee  or   guardian,
                                        please   give   title   as   such.    If
                                        stockholder is a corporation please sign
                                        in  full   corporate   name  by  a  duly
                                        authorized  officer or  officers.  Where
                                        stock  is  issued  in the name of two or
                                        more  persons,  all such persons  should
      sign.)

PRES14A
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BLUE PROXY CARD                                                                 
LightPath Technologies, Inc.
6820 Academy Parkway East N.E.
 Albuquerque, NM 87109

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby appoints Leslie A. Danziger, as the attorney and
proxy of the undersigned,  with full power of substitution,  for and in the name
and stead of the  undersigned,  to attend the Special Meeting of Stockholders of
LightPath Technologies, Inc. (the "Company") to be held on June 6, 1997, at 1:00
p.m., M.S.T. at the Corporate Office, 6820 Academy Parkway East NE, Albuquerque,
New Mexico,  87109 and any adjournment or postponement  thereof,  and thereat to
vote all shares of Class A Common Stock which the undersigned  would be entitled
to cast if personally present at indicated herein:                              

 PLEASE MARK YOUR CHOICES IN BLUE OR BLACK INK

1.   Proposal No. 1, amend the Certificate of Incorporation to extend the amount
     of time by which the  Company  must  meet the  performance  thresholds  for
     holders of the  Company's  Class E-2 and E-3 Common  Stock to convert  such
shares into Class A Common Stock.                                     

       [ ]  FOR            [ ]  AGAINST             [ ]  ABSTAIN

2.   In  his/her  discretion,  the  proxy is  authorized  to vote on such  other
     business as may properly be brought  before the meeting or any  adjournment
or postponement thereof.                                              

(Please date and sign on the reverse side)

(Continued from other side)                                                     
         IF THIS PROXY IS PROPERLY EXECUTED,  THE SHARES REPRESENTED HEREBY WILL
BE VOTED IN THE MANNER  DIRECTED HEREIN BY THE  UNDERSIGNED  STOCKHOLDER.  IF NO
SUCH  DIRECTION  IS GIVEN,  THE SHARES WILL BE VOTED "FOR" THE PROPOSAL TO AMEND
THE CERTIFICATE OF  INCORPORATION.  THIS PROXY ALSO DELEGATES  AUTHORITY TO VOTE
WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING.  

The undersigned  hereby  acknowledges  receipt of the Notice of Special Meeting,
Proxy Statement and Form 10-QSB of LightPath Technologies, Inc.                 

                                        PLEASE  SIGN,  DATE AND MAIL THIS  PROXY
                                        PROMPTLY IN THE ENCLOSED  REPLY ENVELOPE
                                        WHICH  REQUIRES  NO POSTAGE IF MAILED IN
                  THE UNITED STATES.

                                        ----------------------------------------
                                       SIGNATURE

                                        ----------------------------------------
                                       SIGNATURE

                                        Dated;______________________________1997
                                        (When signing as an attorney,  executor,
                                        administrator,   trustee  or   guardian,
                                        please   give   title   as   such.    If
                                        stockholder is a corporation please sign
                                        in  full   corporate   name  by  a  duly
                                        authorized  officer or  officers.  Where
                                        stock  is  issued  in the name of two or
                                        more  persons,  all such persons  should
      sign.)

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRES14A’ Filing		Date		First		Last			Other Filings
		9/30/01		22		28			10-Q
		6/30/01		20		28			10KSB
		9/30/00		17					10QSB
		6/30/00		15		27			10KSB
		6/30/99		16		28			10KSB40,  10KSB40/A
		8/22/98		21		28
		6/30/98		15		28			10KSB40,  4
		8/22/97		15		28
		6/30/97		15		37			10KSB40
For Period End:		6/6/97		2		39
		5/9/97		3		25
		5/5/97		3		6
		5/1/97		9
Filed on:		4/29/97
		3/31/97		30		37			10QSB
		8/28/96		33
		6/30/96		15		30			10KSB
		3/31/96		33		35			10QSB
		2/22/96		15		33
		1/10/96		11
		6/15/92		33
									List all Filings