BCT International Inc · PRER14A · On 2/6/02

Filed On 2/6/02   ·   SEC File 0-10823   ·   Accession Number 928385-2-288

Revised Preliminary Proxy Solicitation Material   ·   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Materials                        115    570K 

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SCHEDULE 14A

(RULE 14A-101)
 INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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

Filed by the registrant [X] Filed by a party other than the registrant [ ] Check
the appropriate box:                                                            

[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--12                              

 BCT International, Inc.
----------------------------------------------------------------------------
  (Name of Registrant as Specified in Its Charter)

----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (check the appropriate box):                              

[ ] No fee required.                                                            

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

      (1)  Title of each class of securities to which transaction applies:
           BCT International, Inc. common stock, par value $0.04 per share

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

   (2)  Aggregate number of securities to which transaction applies:
        5,121,471 shares of common stock, par value $0.04 per share.

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

(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): The filing fee was determined based upon the
      product of 2,431,189 shares of common stock and the merger
          consideration of $1.13 per share. In accordance with Rule 0-11
      under the Securities Exchange Act of 1934, as amended, the
          filing fee was determined by multiplying the amount calculated
      pursuant to the preceding sentence by 1/50 of one percent.

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

   (4)  Proposed maximum aggregate value of transaction: $2,747,243.50

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 BCT INTERNATIONAL, INC.

 3000 Northeast 30th Place
 Fifth Floor
 Fort Lauderdale, FL 33306

To Our Stockholders:                                                            

   You are cordially invited to attend a special meeting of the stockholders
of BCT International, Inc. ("BCTI") to be held on __________, 2002, at ____     
p.m., local time, at our corporate offices at 3000 Northeast 30th Place, Fort   
Lauderdale, Florida 33306. A notice of the special meeting, a proxy statement   
and a proxy card are enclosed. Please read the enclosed proxy statement         
carefully as it sets forth details of the proposed merger and other important   
information relating to the merger and the special meeting.                     

   At the special meeting, we will ask you to adopt and approve an Agreement
and Plan of Merger, dated as of November 26, 2001, pursuant to which Phoenix    
Acquisition Corp. will merge into BCTI. Phoenix Acquisition Corp., formed solely
for the purpose of effecting the merger, is a wholly-owned subsidiary of Phoenix
Group of Florida, Inc.("Phoenix"). Phoenix is wholly-owned by William A.        
Wilkerson, who serves as its sole director and executive officer, and who also  
serves as Chairman and Chief Executive Officer of BCTI. The acquisition group,  
which includes Phoenix, Phoenix Acquisition Corp. and William A. Wilkerson, ,   
owns 52.6% of BCTI's outstanding common stock. Because adoption and approval of 
the merger agreement requires the affirmative vote of the holders of more than  
50% of all outstanding shares of BCTI common stock, the acquisition group has   
sufficient voting power to adopt and approve the merger agreement at the special
meeting and has indicated to us its intention to do so.                         

   Upon the adoption and approval of the merger agreement and the completion
of the merger: each outstanding share of common stock will be canceled and      
converted into the right to receive $1.13 in cash, except for shares held by    
stockholders who perfect their appraisal rights under Delaware law and shares   
held by the acquisition group. After the merger, BCTI will be privately held and
wholly-owned by the acquisition group. A copy of the merger agreement is        
attached to the proxy statement as Appendix A and we urge you to read it in its 
entirety.                                                                       

A special committee of our board of directors, comprised solely of    
directors who are not officers or employees of our company, was formed to       
consider and evaluate the proposed merger. The special committee has unanimously
recommended to our board of directors that the merger agreement be approved. In 
connection with its evaluation of the merger, the special committee engaged     
Capitalink, L.C. to render an opinion to the special committee as to the        
fairness of the consideration to be received in the proposed merger by the      
common stockholders of BCTI other than the acquisition group. Capitalink has    
rendered its opinion dated as of November 20, 2001, to the effect that, as of   
that date and based upon and subject to the limitations and qualifications set  
forth in the opinion, the consideration to be received in the merger by the     
common stockholders of BCTI other than the acquisition group is fair to those   
stockholders from a financial point of view. The written opinion of Capitalink  
is attached to the proxy statement as Appendix B, and you should read it        
carefully.                                                                      

   Based on the unanimous recommendation of the special committee, our board
has unanimously approved and declared the advisability of the merger agreement, 
and has unanimously determined that the merger consideration described above is 
fair to our common stockholders (other than members of the acquisition group)   
and that the terms of the merger are fair to our common stockholders (other than
members of the acquisition group). We unanimously recommend that you vote "FOR" 
the merger agreement.                                                           

Whether or not you plan to attend the special meeting, please promptly
complete, date, sign and return the enclosed proxy card in the enclosed prepaid 
envelope. Your failure to either return a properly executed proxy card or vote  
at the special meeting will have the same effect as a vote against the merger.  

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If the merger is consummated, you will receive instructions for       
surrendering your BCTI stock certificates and a letter of transmittal to be used
for this purpose. You should not submit your stock certificates for exchange    
until you have received the instructions and the letter of transmittal.         

                      Sincerely,

                                    /s/ William A. Wilkerson
                                         -----------------------------
                                William A. Wilkerson
                                     Chairman of the Board and
                                   Chief Executive Officer

  This proxy statement is dated _______, 2002 and was first mailed to BCTI
stockholders on or about ________, 2002.                                        

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND     
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES   
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE      
FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE  
INFORMATION CONTAINED IN THIS DOCUMENT OR ANY DOCUMENT ATTACHED HERETO. ANY     
REPRESENTATIONS TO THE CONTRARY ARE UNLAWFUL.                                   

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 BCT INTERNATIONAL, INC.
 3000 Northeast 30th Place
 Fifth Floor
 Fort Lauderdale, FL 33306

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

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
 TO BE HELD ON _____________, 2002

To Our Stockholders:                                                            

  A special meeting of the stockholders of BCT International, Inc. will be
held on ________, 2002, at 2:00 p.m., local time, at the corporate offices of   
BCTI at 3000 Northeast 30th Place, Fort Lauderdale, Florida 33306, for the      
following purposes:                                                             

1. To consider and vote upon a proposal to adopt and approve the Agreement  
 and Plan of Merger, dated as of November 26, 2001, by and among Phoenix
    Group of Florida, Inc., a Nevada corporation, Phoenix Acquisition Corp., a
  Delaware corporation and a wholly-owned subsidiary of Phoenix, and BCTI.
    Under the terms of the merger agreement, upon the adoption and approval of
    the merger agreement by holders of BCTI common stock and the completion of
   the merger: (i) Phoenix Acquisition Corp. will merge into BCTI, with BCTI
    continuing as the surviving corporation and (ii) each outstanding share of
    BCTI common stock will be canceled and converted into the right to receive
 $1.13 in cash, except for shares held by stockholders who perfect their
     appraisal rights under Delaware law and shares of BCTI common stock held by
Phoenix and William A. Wilkerson (our Chairman and Chief Executive    
     Officer). A copy of the merger agreement is attached to the proxy statement
as Appendix A; and                                                    

2. To vote to adjourn the meeting, if necessary.                            

  We have specified _______, 2001, at the close of business, as the record
date for the purpose of determining the BCTI common stockholders who are        
entitled to receive notice of and to vote at the special meeting. A list of the 
BCTI common stockholders entitled to vote at the special meeting will be        
available for examination by any stockholder at the special meeting. For ten    
days prior to the special meeting, this stockholder list will also be available 
for inspection by stockholders at our corporate offices at 3000 Northeast 30th  
Place, Fort Lauderdale, Florida 33306, during ordinary business hours.          

     For a more complete statement regarding the matters to be acted upon at the
special meeting, please read the proxy statement and the other materials        
concerning BCTI and the merger, which are mailed with this notice.              

    The adoption and approval of the merger agreement requires the affirmative
vote of a majority of the outstanding shares of BCTI common stock held by       
stockholders of record on the record date. The acquisition group, which consists
of Phoenix, Phoenix Acquisition Corp. and William A. Wilkerson, owned, as of the
record date, an aggregate of 2,690,282 shares of BCTI common stock, constituting
approximately 52.6% of the outstanding shares of BCTI common stock entitled to  
vote at the special meeting. As a result, the acquisition group possesses       
sufficient voting power to adopt and approve the merger agreement and has       
indicated to our board of directors its intention to do so.                     

Acting upon the unanimous recommendation of a special committee of our
board of directors, comprised solely of directors who are not officers or       
employees of BCTI, our board of directors has unanimously determined that the   
consideration to be received in the merger by the stockholders of BCTI, other   
than the acquisition group, is, from a financial point of view, fair to such    
stockholders. Our board of directors unanimously recommends that you vote "FOR" 
adoption and approval of the merger agreement.                                  

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   If the merger is completed, BCTI stockholders who do not vote in favor of
the adoption and approval of the merger agreement will have the right to seek   
appraisal of the fair value of their shares, provided that they submit a written
demand for such an appraisal before we take the vote on the merger agreement and
they comply with Delaware law as explained in the proxy statement. For an       
explanation of the procedures for perfecting your appraisal rights, see pages   
_____ setting forth the section of the proxy statement captioned "The Merger -  
Appraisal Rights."                                                              

Your vote is important. Whether or not you plan to attend the special 
meeting and regardless of the number of shares of BCTI common stock that you    
own, please complete, sign and date the accompanying proxy card and return it in
the enclosed prepaid envelope. Failure to return a properly executed proxy card 
or vote at the special meeting will have the same effect as a vote against the  
merger and the merger agreement.                                                

     Your proxy is revocable and will not affect your right to vote in person if
you decide to attend the special meeting. Simply attending the special meeting, 
however, will not revoke your proxy. For an explanation of the procedures for   
revoking your proxy, see page 10 setting forth the sections of the proxy        
statement captioned "Special Meeting - Voting and Revocation" and "Special      
Meeting - Solicitation of Proxies". Returning your proxy card without indicating
how you want to vote will have the same effect as a vote "FOR" the adoption and 
approval of the merger agreement.                                               

The merger is described in the enclosed proxy statement, which you are
urged to read carefully. In addition, you may obtain information about BCTI from
documents that BCTI has filed with the Securities and Exchange Commission,      
including the Schedule 13E-3 transaction statement filed in connection with the 
merger.                                                                         

                                       By Order of the Board of Directors,

                            /s/ William A. Wilkerson
                                 -----------------------------
                        William A. Wilkerson
                             Chairman of the Board and
                           Chief Executive Officer

Ft. Lauderdale, Florida                                                         
_______, 2002                                                                   

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QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:   WHAT ARE WE VOTING ON?                                                     

A:   Whether to adopt and approve an Agreement and Plan of Merger by and        
among Phoenix, Phoenix Acquisition Corp. (a newly formed, wholly-owned
subsidiary of Phoenix) and BCTI, pursuant to which Phoenix Acquisition
Corp. will merge into BCTI, with BCTI continuing as the surviving     
corporation.                                                          

Q:   WHAT ARE THE RELATIONSHIPS AMONG THE PARTIES TO THE MERGER AGREEMENT?      

A:   Phoenix, the proposed acquiror of BCTI, formed Phoenix Acquisition Corp.   
as its wholly-owned subsidiary solely for the purpose of effecting the
  merger. Phoenix is wholly-owned by William A. Wilkerson, who is the sole
   director and officer of Phoenix and Phoenix Acquisition Corp., and who is
also Chairman and Chief Executive Officer of BCTI. Phoenix and Mr.    
  Wilkerson, together own approximately 52.6% of the outstanding shares of
  BCTI common stock. In this proxy statement, the term "acquisition group"
refers to Phoenix, Mr.Wilkerson and any entity that is controlled by  
Phoenix or Mr. Wilkerson.                                             

Q:   ARE THERE CONDITIONS TO THE COMPLETION OF THE MERGER?                      

A:   Yes. Before completion of the transactions contemplated by the merger      
agreement, BCTI and Phoenix must fulfill or waive several closing     
    conditions, including adoption and approval of the merger agreement by the
holders of BCTI common stock, the accuracy of representations and     
 warranties made by the parties, the absence of certain material adverse
     effects on BCTI and other customary closing conditions. If these conditions
   are not satisfied or waived, the merger will not be completed even if the
     holders of BCTI common stock vote to adopt and approve the merger agreement
and the merger.                                                       

Q:   WHAT VOTE IS REQUIRED TO ADOPT AND APPROVE THE MERGER AGREEMENT AND THE    
MERGER?                                                               

A:   The affirmative vote of the holders of a majority of all outstanding       
 shares of BCTI common stock is required to adopt and approve the merger
 agreement and the merger. Since the acquisition group owns 52.6% of the
 outstanding shares of BCTI common stock, it possesses sufficient voting
 power to adopt and approve the merger agreement and the merger, and the
    acquisition group has indicated to our board of directors its intention to
do so.                                                                

Q:   WHAT WILL BE THE EFFECT OF THE MERGER?                                     

A:   After the merger, BCTI will no longer be a publicly held corporation,      
   you will no longer own any BCTI stock, and the acquisition group will own
100% of BCTI's stock.                                                 

Q:   IF THE MERGER IS COMPLETED, WHAT WILL I RECEIVE FOR MY BCTI COMMON STOCK?  

A:   If the merger is completed, each of your shares of BCTI common stock       
will be automatically canceled and converted into the right to receive
   $1.13 in cash, without interest or any other payment thereon, except that
if you perfect your appraisal rights, your shares will be subject to  
appraisal in accordance with Delaware law. See page 35 (The Merger -  
  Payment of Merger Consideration and Surrender of Stock Certificates) and
page 37 (The Merger - Appraisal Rights).                              

Q:   IF THE MERGER IS COMPLETED, WHAT WILL THE ACQUISITION GROUP RECEIVE FOR    
ITS BCTI COMMON STOCK?                                                

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A:   If the merger is completed, each share of BCTI common stock held by the    
  acquisition group will remain outstanding and the acquisition group will
 not receive any cash consideration for its shares of BCTI common stock.

Q:   WHAT DOES OUR BOARD OF DIRECTORS RECOMMEND REGARDING THE MERGER AGREEMENT? 

A:   After receiving the unanimous recommendation of a special committee of     
     our board of directors, consisting solely of directors who are not officers
  or employees of BCTI, our board of directors unanimously determined that
   the terms of the merger are advisable, fair to, and in the best interests
of, BCTI stockholders, other than the acquisition group. Our board of 
directors unanimously recommends that you vote "FOR" the adoption and 
approval of the merger and the merger agreement.                      

Q:   WHY DID OUR BOARD OF DIRECTORS FORM THE SPECIAL COMMITTEE?                 

A:   Our board of directors formed the special committee because of the         
  interests Mr. Wilkerson has in both BCTI and Phoenix. He is the Chairman
  and Chief Executive Officer of BCTI, the proposed target, as well as the
sole director, senior executive officer and the owner of Phoenix, the 
     proposed acquiror. The two members of the special committee (Jeffrey Hewson
  and Philip Pisciotta) are directors of BCTI who are neither officers nor
employees of BCTI or Phoenix and are not affiliates of Phoenix.       

Q:   WHAT SHOULD I DO NOW? HOW DO I VOTE?                                       

A:   After you read and consider carefully the information contained in this    
  proxy statement, please fill out, sign and date your proxy card and mail
    your signed proxy card in the enclosed return envelope as soon as possible
   so that your shares may be represented at the special meeting. Failure to
return your proxy or vote in person at the meeting will have the same 
  effect as a vote against the adoption and approval of the merger and the
merger agreement.                                                     

Q:   WHAT RIGHTS DO I HAVE TO DISSENT FROM THE MERGER?                          

A:   If you wish, you may dissent from the merger and seek an appraisal of      
    the fair value of your shares of BCTI common stock, but only if you comply
    with the requirements of Delaware law which are attached as Appendix C and
  which are summarized on page Appendix C-1. Based on the determination of
    the Delaware Court of Chancery, the appraised fair value of your shares of
    BCTI common stock, which will be paid to you if you seek an appraisal, may
  be more than, less than, or equal to the $1.13 per share price of common
stock to be paid in the merger.                                       

Q:   IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY
SHARES FOR ME?                                                        

A:   Yes, but only if you provide instructions to your broker on how to vote.   
 You should fill out, sign, date and return the proxy card and otherwise
 follow the directions provided by your broker regarding how to instruct
    your broker to vote your shares. See page 10 (Special Meeting - Voting and
Revocation of Proxies).                                               

Q:   CAN I CHANGE MY VOTE OR REVOKE MY PROXY AFTER I HAVE MAILED MY SIGNED      
PROXY CARD?                                                           

A:   Yes, you can change your vote at any time before your proxy is voted at    
   the special meeting. You can do this in one of three ways. First, you can
 send a written notice stating that you would like to revoke your proxy.
    Second, you can complete and submit a new proxy card. If you choose either
 of these methods, we must receive your notice of revocation or your new
    proxy card before the vote is taken at the special meeting. Third, you can
attend the special meeting and vote in person. Simply attending the   
     meeting, however, will not revoke your proxy; you must vote at the meeting.
If you have instructed a broker to vote your shares, you must follow  
directions received from your broker to change your vote. See page 10 
(Special Meeting - Voting and Revocation of Proxies).                 

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Q:   SHOULD I SEND IN MY STOCK CERTIFICATES NOW?                                

A:   No. If the merger agreement is adopted and approved, then shortly after    
the merger is completed, you will receive a letter of transmittal with
instructions informing you how to send in your stock certificates to  
Phoenix's payment agent. You should use the letter of transmittal to  
    exchange your stock certificates for the merger consideration to which you
are entitled as a result of the merger. YOU SHOULD NOT SEND ANY STOCK 
CERTIFICATES WITH YOUR PROXY CARDS. You should follow the procedures  
described in page 35 (The Merger - Payment of Merger Consideration and
Surrender of Stock Certificates).                                     

Q:   WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?                             

A:   We are working towards completing the merger as soon as possible. For      
  the merger to occur, it must be adopted and approved by our stockholders
    and certain other customary closing conditions must be fulfilled or waived
   (to the extent permitted by law). If this and other conditions are either
     fulfilled or waived (to the extent permitted by law), we expect to complete
    the merger on or about ________, 2002, which in any event, will be no more
than five business days after these conditions have been fulfilled or 
waived (to the extent permitted by law).                              

Q:   WHAT ARE THE TAX CONSEQUENCES OF THE MERGER TO ME?                         

A:   The receipt of cash in exchange for your stock surrendered in the merger   
    will constitute a taxable transaction for U.S. federal income tax purposes
and under most state, local, foreign and other tax laws. In general, a
stockholder who surrenders common stock pursuant to the merger will   
     recognize a gain or loss equal to the difference, if any, between $1.13 per
    share and such stockholder's adjusted tax basis in such share. We urge you
 to consult your own tax advisor regarding the specific tax consequences
    that may result from your individual circumstances as well as the foreign,
state and local tax consequences of the disposition of shares in the  
  merger. To review the tax considerations of the merger in greater detail
see page 31 (Special Factors - Material U.S. Federal Income Tax       
Consequences of the Merger to Our Stockholders).                      

Q:   WHO CAN HELP ANSWER MY OTHER QUESTIONS?                                    

A:   If you have more questions about the merger, you should contact Michael    
Hull, Chief Financial Officer:                                        

BCT International, Inc.                     
3000 Northeast 30th Place                   
Fifth Floor                                 
Fort Lauderdale, Florida  33306             
Telephone: 954-563-1224                     
Facsimile: 954-565-0742                     

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 TABLE OF CONTENTS

                                                                          PAGE #

Questions and Answers about the Merger                                        1 
Summary Term Sheet                                                            1 
The Special Meeting Date, Time and Place                                      1 
       Proposal to be Considered                                             1
       Record Date for Voting                                                1
             Procedures Relating to Your Vote at the Special Meeting         1
       Appraisal Rights                                                      2
       Purposes and Structure of the Merger                                  2
       Consideration to be Offered to Our Stockholders                       2
       The Parties to the Merger                                             3
                Phoenix                                                      3
                Phoenix Acquisition Corp.                                    3
                BCTI                                                         3
                Other Filing Persons                                         3
       Recommendations of the Special Committee and Our Board of Directors   4
       Opinion of Financial Advisor                                          4
       BCTI's Position as to the Fairness of the Merger                      4
       The Acquisition Group's Position as to the Fairness of the Merger     5
       Conflicts of Interest                                                 5
                The Acquisition Group                                        6
       Accounting Treatment                                                  6
       Material U.S. Federal Income Tax Consequences to Our Stockholders     6
       Financing of the Merger                                               6
       The Merger Agreement                                                  6
                Generally                                                    6
                Effective Time                                               6
                Competing Transactions                                       6
                Conditions                                                   7
                Fees, Expenses and Other Payments                            7
Forward-looking Statements May Prove Inaccurate                               8 
Special Meeting                                                               9 
Proposal to be Considered at the Special Meeting                              9 
Appraisal Rights                                                              9 
Voting Rights; Vote Required for Adoption and Approval                        9 
Voting and Revocation of Proxies                                             10 
Solicitation of Proxies                                                      10 
Comparative Market Price Data                                                10 
Dividend Policy                                                              11 
Selected Financial Information                                               12 
Background of the Merger                                                     13 
Opinion of Financial Advisor                                                 17 
        Selected Comparable Company Analysis                                18
Discounted Cash Flow Analysis                                                19 
        Previous Paid Analysis                                              20
        Acquisition Premiums Analysis                                       21
        Adjusted Net Book Value Analysis                                    21
        Historical Financial Data Analysis                                  22
        Historical Stock Price Analysis                                     22
Reasons for the Recommendations of the Special Committee and                    
        Our Board of Directors                                              23
BCTI's Position as to the Fairness of the Merger                             24 
The Acquisition Group's Position as to the Fairness of the Merger            26 

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Purposes and Structure of the Merger                                         27 
Certain Effects of the Merger                                                28 
        Certain Effects of the Merger on the Acquisition Group              28
        Certain Effects of the Merger on BCTI                               29
Material U.S. Federal Income Tax Consequences of the Merger to Our              
Stockholders                                                                29
Conflicts of Interest                                                        30 
Directors, Officers and Controlling Persons                                  30 
        William A. Wilkerson                                                31
        The Acquisition Group                                               31
Members of the Special Committee                                             31 
        Compensation of the Members of the Special Committee                31
        Indemnification; Directors' and Officers' Insurance                 31
Employment Arrangements and Compensation Plans                               31 
Certain Relationships between BCTI and the Acquisition Group                 32 
The Merger                                                                   32 
        Effective Time of the Merger                                        32
        Payment of Merger Consideration and Surrender of Stock Certificates 32
Accounting Treatment                                                         33 
Financing of the Merger; Fees and Expenses of the Merger                     33 
Appraisal Rights                                                             34 
The Merger Agreement                                                         36 
        Generally                                                           36
        Consideration to be Offered to Our Stockholders                     37
        Stock Options                                                       37
        Representations and Warranties                                      37
  Our Representations and Warranties to Phoenix and Phoenix Merger
         Corp                                                               37
Phoenix and Phoenix Acquisition Corp.'s Representations and   
         Warranties to Us                                                   38
        Covenants                                                           38
        Dividends; Changes In Stock                                         38
        Issuance of Securities                                              38
        Governing Documents                                                 39
        No Acquisitions                                                     39
        No Dispositions                                                     39
        Indebtedness                                                        39
        Benefits Plans                                                      39
        Other Covenants                                                     39
        Special Meeting                                                     40
        Competing Transactions                                              40
        Access to Employees and Facilities                                  41
        Indemnification; Directors' and Officers' Insurance                 41
        Conditions to the Merger                                            41
        Termination of the Merger Agreement                                 43
        Fees, Expenses and Other Payments                                   44
        Amendment to the Merger Agreement                                   45
BCT International, Inc.                                                      45 
        Business of BCTI                                                    45
        Competition                                                         47
        Employees                                                           47
        Description of Property                                             47
        Legal Proceedings                                                   48
Management's Discussion and Analysis of Financial Condition and Results of      
Operations                                                                   48 
Results of Operations                                         
Cash Flows                                                    
Liquidity and Capital Resources                               
Current Accounting Issues                                     
        Quantitative and Qualitative Disclosures about Market Risks         48

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Security Ownership of Certain Beneficial Owners and Management          48      
Prior Stock Purchases                                                   49      
Other Matters for Action at the Special Meeting                         50      
Proposals by Holders of Shares of Common Stock                          50      
Expenses of Solicitation                                                50      
Independent Auditors                                                    51      
Available Information                                                   51      
Information Incorporated by Reference                                   51      

Financial Statements of BCTI                                           F-1      

APPENDIX A -- Agreement and Plan of Merger                             A-1      
APPENDIX B -- Opinion of Financial Advisor                             B-1      
APPENDIX C -- Section 262 of the Delaware General Corporation Law      C-1      

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SUMMARY TERM SHEET

 This term sheet highlights certain material information from this proxy
statement and does not contain all of the information that is important to you. 
To understand the merger fully, you should read carefully this entire proxy     
statement, the appendices and the additional documents referred to in this proxy
statement. In this proxy statement, the terms "BCTI", "we", "us" and "our" refer
to BCT International, Inc. In this proxy statement, the term "Phoenix" refers to
"Phoenix Group of Florida, Inc." In this proxy statement, the terms the         
"acquisition group" and "Phoenix and its affiliates" refer to Phoenix, Phoenix  
Acquisition Corp., William A. Wilkerson, and any entity that is controlled by   
Phoenix or William A. Wilkerson.                                                

THE SPECIAL MEETING DATE, TIME AND PLACE (PAGE 9)                               

Proposal to be Considered at the Special Meeting                                

The special meeting of common stockholders of BCT International, Inc. will be   
held on ________, 2002 at _____ p.m. local time, at our corporate offices at    
3000 Northeast 30th Place, Fort Lauderdale, Florida 33306. At the special       
meeting, you are being asked to adopt and approve the merger agreement pursuant 
to which Phoenix Acquisition Corp., a wholly-owned Phoenix subsidiary, formed   
solely for the purpose of effecting the merger, will be merged into BCTI. BCTI  
will continue as the surviving corporation. For additional information about the
merger, see pages 35-40 (The Merger). For additional information about the      
merger agreement see pages 40-48 (The Merger Agreement).                        

Record Date for Voting                                                          

Only holders of record of shares of common stock of BCTI at the close of        
business on _________, 2002 are entitled to notice of and to vote at the special
meeting. On that date, there were _________ holders of record of common stock,  
and 5,121,471 shares of our common stock outstanding. Each share of common stock
entitles the holder to cast one vote at the special meeting. For additional     
information about the record date for voting see pages 9-10 (Special Meeting -  
Voting Rights; Vote Required for Adoption and Approval).                        

Procedures Relating to Your Vote at the Special Meeting                         

The presence, in person or by proxy, of the holders of a majority of all        
outstanding shares of BCTI common stock as of the record date is necessary to   
constitute a quorum at the special meeting. Abstentions and broker non-votes are
counted for the purpose of establishing a quorum.                               

Adoption of the merger agreement requires the affirmative vote of the holders of
a majority of all outstanding shares of BCTI common stock. Abstentions and      
broker non-votes will have the effect of a vote "AGAINST" the adoption and      
approval of the merger agreement.                                               

You should complete, date and sign your proxy card and mail it in the enclosed  
return envelope as soon as possible so that your shares may be represented at   
the special meeting, even if you plan to attend the meeting in person. Unless   
contrary instructions are indicated on your proxy, all of your shares           
represented by valid proxies will be voted "FOR" the adoption and approval of   
the merger agreement.                                                           

If your shares are held in "street name" by your broker, your broker will vote  
your shares, but only if you provide instructions on how to vote. You should    
follow the procedures provided by your broker regarding the voting of your      
shares.                                                                         

You can revoke your proxy and change your vote in any of the following ways:    

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       o deliver to our secretary at our corporate offices at 3000 Northeast
30th Place, Fort Lauderdale, Florida 33306, on or before the business day prior 
to the special meeting, a later dated, signed proxy card or a written revocation
of your proxy;                                                                  

        o  deliver a later dated, signed proxy card or a written revocation to
us at the special meeting;                                                      

        o attend the special  meeting and vote in person.  Your  attendance at
the meeting  will not, by itself,  revokeyour proxy; you must vote in person at 
the meeting; or                                                                 

        o if you have instructed a broker to vote your shares, you must follow
the directions received from your broker to change those instructions. For      
additional information regarding the procedure for delivering your proxy see    
page 10 (Special Meeting - Voting and Revocation of Proxies and Special Meeting 
- Solicitation of Proxies).                                                     

APPRAISAL RIGHTS (PAGE 9)                                                       

You may dissent from the merger and seek appraisal of the fair value of your    
shares of common stock, but only if you comply with all requirements of Delaware
law attached as Appendix C to this proxy statement. See page 37 (The Merger -   
Appraisal Rights).                                                              

PURPOSES AND STRUCTURE OF THE MERGER (PAGE 30)                                  

The principal purposes of the merger are to permit BCTI stockholders to realize 
a cash price for their shares in an amount substantially in excess of the market
price at which their shares traded just prior to the announcement of the signing
of the merger agreement (this cash price is 5.6% greater than the average       
closing price at which their shares traded for the one year period prior to the 
announcement of the signing of the merger agreement) and to permit the          
acquisition group to increase its ownership of BCTI from approximately 52.6% to 
100%.                                                                           

The proposed transaction has been structured as a going private cash merger of  
Phoenix Acquisition Corp. into BCTI. BCTI will be the surviving corporation in  
the merger and, upon completion of the merger, will be a privately held         
wholly-owned subsidiary of the acquisition group. The transaction has been      
structured as a going private transaction to permit the acquisition group to own
100% of a privately held corporation and as a cash merger in order to provide   
the holders of common stock, other than the acquisition group, with cash for all
of their shares. See page 30 (Special Factors - Purposes and Structure of the   
Merger).                                                                        

CONSIDERATION TO BE OFFERED TO OUR STOCKHOLDERS (PAGE 40)                       

At the effective time of the merger, each outstanding share of common stock will
be canceled and converted into the right to receive $1.13 in cash, except for   
shares held by stockholders who perfect their appraisal rights under Delaware   
law, shares of common stock held by the acquisition group and any shares of     
common stock held in our treasury.                                              

Each share of common stock of Phoenix Acquisition Corp. then issued and         
outstanding will, by virtue of the merger and without any action on the part of 
Phoenix Acquisition Corp. become one fully paid and non-assessable share of     
common stock of BCTI, the surviving corporation.                                

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THE PARTIES TO THE MERGER                                                       

Phoenix                                                                         

The principal activity of Phoenix Group of Florida, Inc., a Nevada              
corporation, is the acquisition, ownership and operation through its            
wholly-owned entities and other affiliates, of the common stock of BCTI.        

As of the record date, Phoenix and its affiliates own 2,690,282 shares of BCTI's
outstanding common stock, which represents approximately 52.6% of BCTI's        
outstanding common stock. The address and telephone number of Phoenix's         
principal executive offices are:                                                

Phoenix Group of Florida, Inc.                                
3000 Northeast 30th Place                                     
Fifth Floor                                                   
Fort Lauderdale, FL  33306                                    
Telephone: 954-563-1224                                       

Phoenix Acquisition Corp.                                                       

Phoenix Acquisition Corp. is a Delaware corporation and a wholly-owned          
subsidiary of Phoenix that was formed solely for the purpose of effecting the   
transactions contemplated by the merger and has not engaged in any business     
except in furtherance of this purpose. The address and telephone number of      
Phoenix Acquisition Corp.'s principal executive offices are:                    

Phoenix Acquisition Corp.                                     
3000 Northeast 30th Place                                     
Fifth Floor                                                   
Fort Lauderdale, FL  33306                                    
Telephone: 954-563-1224                                       

BCTI                                                                            

BCTI, a Delaware corporation, is a holding company with one direct wholly-owned 
subsidiary, Business Cards Tomorrow, Inc., a Florida corporation ("BCT"). BCT   
operates the Business Cards Tomorrow franchise system, the world's largest      
wholesale franchise printing chain, with 83 franchised plants located in 36     
states and Canada. For additional information and news concerning BCTI, please  
contact:                                                                        

Michael Hull, Chief Financial Officer, BCT International, Inc.

BCTI's common stock is quoted on the Over-The-Counter Bulletin Board under the  
symbol "BCTI". The address and telephone number of BCTI's principal executive   
offices are:                                                                    

BCT International, Inc.                                       
3000 Northeast 30th Place                                     
Fifth Floor                                                   
Fort Lauderdale, Florida  33306                               
Telephone: 954-563-1224                                       

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Other Filing Persons                                                            

WILLIAM A. WILKERSON                                                            

The principal occupation of William A. Wilkerson is (i) to serve as the Chairman
of the Board of Directors (since January 1986) and Chief Executive Officer (from
May 1988 to October 1997 and since February 2001) and (ii) to serve as the      
Chairman of the Board of Directors and the Chief Executive Officer of Phoenix,  
with which he has been associated since its inception in 2001. As of the record 
date, William A. Wilkerson and Phoenix owned 2,690,282 shares of BCTI common    
stock, which represents approximately 52.6% of BCTI's outstanding common stock. 
William A. Wilkerson owns 100% of Phoenix and may be deemed to be a controlling 
person of BCTI. For additional information about William A. Wilkerson see page  
32 (Conflicts of Interest - Directors, Officers and Controlling Persons -       
William A. Wilkerson). The business address and telephone number of William A.  
Wilkerson are:                                                                  

3000 Northeast 30th Place                                     
Fifth Floor                                                   
Fort Lauderdale, FL  33306                                    
Telephone: 954-563-1224                                       

RECOMMENDATIONS OF THE SPECIAL COMMITTEE AND OUR BOARD OF DIRECTORS (PAGE 24)   

The special committee of our board of directors, consisting of two non-employee,
non-officer directors of BCTI, was formed to consider and evaluate the proposed 
merger. The special committee has determined unanimously that the merger        
consideration is fair to our stockholders (other than the acquisition group) and
recommended to our board of directors that it declare the merger advisable and  
in the best interests of BCTI and our stockholders (other than the acquisition  
group), approve the merger agreement and determine to recommend that our        
stockholders vote to adopt and approve the merger agreement. Our board of       
directors, based on the unanimous recommendation of the special committee, has  
unanimously determined that the merger consideration is fair to our stockholders
(other than the acquisition group), and that the merger is advisable and in the 
best interests of BCTI and our stockholders (other than the acquisition group)  
and declared that the merger agreement is advisable. Accordingly, our board of  
directors has approved the merger agreement and unanimously recommends that you 
vote "FOR" the proposal to adopt and approve the merger agreement.              

For a discussion of the material factors considered by the special committee and
our board of directors in reaching their conclusions and the reasons why the    
special committee and our board of directors determined that the merger is fair,
see page 24 (Special Factors - Reasons for the Recommendations of the Special   
Committee and Our Board of Directors), page 27 (Special Factors - BCTI's        
Position as to the Fairness of the Merger) and page 30 (Special Factors -       
Purposes and Structure of the Merger).                                          

OPINION OF CAPITALINK (PAGES 18-24)                                             

In connection with the merger, the special committee and our board of directors 
considered the opinion of the special committee's financial advisor, Capitalink 
L.C., as to the fairness of the merger consideration to the holders of shares of
common stock, other than the acquisition group, from a financial point of view. 
Capitalink delivered its opinion to the special committee on November 20, 2001, 
that, as of that date and based on and subject to the limitations and           
qualifications described in the opinion, the consideration to be received by the
common stockholders, other than the acquisition group, pursuant to the merger   
agreement is fair to such stockholders from a financial point of view.          
Capitalink's opinion was provided for use by the special committee and the board
of directors of BCTI and does not constitute a recommendation to any BCTI common
stockholder with respect to any matter relating to the proposed merger.         

For a detailed discussion of the opinion of Capitalink, see pages 18-24 (Special
Factors - Opinion of Capitalink).                                               

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The full text of Capitalink's written opinion is attached as Appendix B to this 
proxy statement. We encourage you to read Capital Link's opinion in its entirety
for a description of the matters considered and limitations on the review       
undertaken.                                                                     

BCTI'S POSITION AS TO THE FAIRNESS OF THE MERGER (PAGE 27)                      

We believe the merger and the merger consideration to be fair to our            
stockholders, other than the acquisition group. In reaching this determination  
we have relied on numerous factors, including:                                  

       o         the merger consideration of $1.13 per share represents an 88%
                premium over $0.60, the closing price of our common stock on
             November 26, 2001, the last full trading day prior to our
              November 27, 2001 announcement of the proposed merger; our
          board of directors considered the fact that the merger
                  consideration represents a 5.6% premium to the average closing
                  price of $1.07 per share for our common stock for the one year
                  period prior to November 27, 2001. For additional information,
see page 11 (Comparative Market Price Data);

      o        the merger consideration to be paid in the merger agreement
                 represents a multiple of 8.7 times our earnings per share for
the 12 month period ended February 28, 2001;

  o        the approval of the merger by all of the members of the
                  special committee and the fact that the members of the special
                 committee, based on the factors described in page 24 (Special
            Factors - Reasons for the Recommendations of the Special
              Committee and Our Board of Directors), determined that the
            merger is fair and in the best interests of BCTI and our
                stockholders (other than the acquisition group) and declared
that the merger agreement is advisable;     

        o        the merger agreement was extensively  negotiated  between the
     representatives  of the special committee and the
representatives of Phoenix; and             

  o        the members of the special committee who negotiated the
                 transaction on behalf of our stockholders are not officers or
          employees of BCTI and are not affiliated with Phoenix.

      o        For a more detailed discussion of the material factors upon
                 which these beliefs are based, see page 27 (Special Factors -
      BCTI's Position as to the Fairness of the Merger).

THE ACQUISITION GROUP'S POSITION AS TO THE FAIRNESS OF THE MERGER (PAGE 29)     

The acquisition group believes the merger consideration to be fair to the BCTI  
stockholders, other than the acquisition group. In reaching this determination, 
the acquisition group relied on numerous factors, including:                    

           o  the per share price to be paid on BCTI common stock in the
             merger represents a 88% premium over the reported closing
                  price of $0.60 for shares of BCTI common stock on November 26,
               2001, which was the last day on which shares of BCTI common
                  stock traded prior to BCTI's November 27, 2001 announcement of
the execution of the merger agreement;      

     o  the consideration to be paid in the merger agreement
                represents a multiple of 8.7 times BCTI's earnings per share
               of BCTI common stock for the 12 month period ended February
28, 2001;                                   

         o  the acquisition group believes that BCTI is too small to
               continue to support the expenses of being a public company,
                 which include the cost of counsel and independent accountants
                  for securities law compliance, preparing, printing and mailing
                 certain corporate reports, directors' and officers' insurance
  and the cost of investor relations activities.

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             o  For a detailed discussion of the material factors upon which
               these beliefs are based, see page 29 (Special Factors - The
          Acquisition Group's Position as to the Fairness of the
Merger).                                    

CONFLICTS OF INTEREST (PAGE 32)                               

In considering the recommendation of the special committee and
             our board of directors with respect to the merger and the
                 merger agreement, you should be aware that certain directors,
           executive officers and controlling persons of BCTI have
                  interests in the merger that are different from or in addition
              to, the interests of our stockholders generally, and which
                  present actual, apparent or potential conflicts of interest in
connection with the merger.                 

THE ACQUISITION GROUP                                         

       The acquisition group consists of Phoenix, Phoenix Acquisition Corp.,
              William A. Wilkerson, and any entity that is controlled by
            Phoenix or William A. Wilkerson. Phoenix's sole director
                 and executive officer, William A. Wilkerson, is also Chairman
                  and Chief Executive Officer of BCTI As of the record date, the
                  acquisition group owned 2,690,282 shares of BCTI common stock,
              which represents approximately 52.6% of BCTI's outstanding
                  common stock. Upon completion of the merger, pursuant to which
                 Phoenix's wholly-owned subsidiary, Phoenix Acquisition Corp.,
              will merge into BCTI, the certificate of incorporation and
                  bylaws of Phoenix's wholly-owned subsidiary will become BCTI's
                 certificate of incorporation and bylaws, and the ownership of
              BCTI's common stock by the acquisition group will increase
from approximately 52.6% to 100%.           

    For additional information about Conflicts of Interest see page 32
(Conflicts of Interest).                                                        

ACCOUNTING TREATMENT                                          

The merger will be accounted for under the purchase method of 
                accounting as prescribed by Statement of Financial Standards
                 No. 141, Business Combinations and Emerging Issues Task Force
                 Abstract 88-16, Basis in Leveraged Buyout Transactions. For a
             discussion of the accounting treatment for the merger see
    pages 35-36 (The Merger - Accounting Treatment).

   MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO OUR STOCKHOLDERS
(PAGE 31)                                                     

   The receipt of $1.13 in cash for each outstanding share of common
               stock will be a taxable transaction for U.S. federal income
               tax purposes and under most state, local, foreign and other
               tax laws. For U.S. federal income tax purposes, each of our
                 stockholders generally will realize taxable gain or loss as a
            result of the merger measured by the difference, if any,
                 between the tax basis of each share of our common stock owned
                by such stockholder and $1.13 for each share of common stock
         owned by such stockholder. For additional information
                  regarding material U.S. federal income tax consequences of the
              merger to our stockholders, see page 31 (Special Factors -
                  Material U.S. Federal Income Tax Consequences of the Merger to
Our Stockholders).                          

FINANCING OF THE MERGER (PAGE 36)                             

    The total amount of funds required to consummate the merger and to
                  pay related fees and expenses is estimated to be approximately
$2,975,000. The acquisition group, through  

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               its direct cash resources and BCTI cash reserves which will
              become available immediately upon the effectiveness of the
            merger, has sufficient funds available to pay the merger
              consideration and pay its portion of the fees and expenses
             incurred in connection with the merger. The merger is not
             conditioned on any financing arrangements. For additional
             information about the financing of the merger see page 36
               (The Merger - Financing of the Merger; Fees and Expenses of
the Merger).                                

THE MERGER AGREEMENT (PAGES 40-48)                            

Generally                                                     

The merger agreement provides for Phoenix Acquisition Corp. to
        merge with and into BCTI. BCTI will be the surviving
                  corporation in the merger, and, as a result of the merger, the
           acquisition group will own 100% of BCTI's stock. In the
      merger, Phoenix Acquisition Corp.'s certificate of
                 incorporation as in effect immediately prior to the effective
            time, shall be the certificate of incorporation of BCTI,
             provided, that Phoenix Acquisition Corp.'s certificate of
                 incorporation will be amended by the certificate of merger to
          read as follows: "The name of the corporation is: BCTI
               International, Inc."As of the completion of the merger, the
             bylaws of Phoenix Acquisition Corp. will be the bylaws of
BCTI.                                       

Effective Time                                                

   The merger will be consummated and become effective at the time a
                 certificate of merger is filed with the Secretary of State of
                the State of Delaware or such later time as specified in the
certificate of merger.                      

Competing Transactions                                        

   Nothing contained in the merger agreement shall prohibit us from,
                prior to the date of the stockholder's meeting, doing any of
the following:                              

       o        furnishing information or entering into discussions with any
                person that makes an unsolicited written proposal to us with
                 respect to a competing transaction, which could reasonably be
                expected to result in a superior proposal, if the failure to
            take such action would be inconsistent with the board of
              directors' and the special committee's fiduciary duties to
             BCTI stockholders. Prior to furnishing information to, or
                 entering into negotiations with, such person, we will provide
       reasonable notice to Phoenix that we are furnishing
              information or negotiating with such person, and will have
              received from such person a fully executed confidentiality
agreement;                                  

       o        complying with Rule 14d-9 or Rule 14e-2 under the Securities
                  Exchange Act of 1934, as amended with regard to a tender offer
or exchange offer;                          

         o        failing to make or withdrawing or modifying our recommendation
       to the BCTI common stockholders that they adopt and
approve the merger agreement; or            

       o        recommending an unsolicited, bona fide proposal with respect
                 to a competing transaction which could reasonably be expected
                 to result in a superior proposal, if the failure to take such
                 action would be inconsistent with the board of directors' and
                 the special committee's fiduciary duties to the stockholders.

         o        Taking these actions, however, may result in reimbursement for
      expenses of Phoenix of up to $100,000. See page 47
               (The Merger Agreement - Fees, Expenses and Other Payments).

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Conditions                                                                      

The completion of the merger depends on several conditions being satisfied or   
waived, including, among others, the following:                                 

   o        the adoption and approval of the merger agreement by the
        affirmative vote of the holders of a majority of our
                 outstanding shares entitled to vote thereon. As the owners of
             52.6% of the outstanding shares of BCTI common stock, the
                acquisition group possesses sufficient voting power to adopt
          and approve the merger agreement and intends to do so;

   o        the absence of any legal prohibition against the merger;

         o        the material accuracy of the representations and warranties of
                  the parties contained in the merger agreement and the material
                  compliance with the obligations of the parties to be performed
under the merger agreement;                 

         o        our stockholders asserting their appraisal rights with respect
              to BCTI common stock shall constitute less than 25% of all
                shares of BCTI common stock outstanding immediately prior to
the effective time;                         

       o        a material adverse effect with respect to our operations has
             not occurred, and no facts or circumstances arising after
                  November 26, 2001, have occurred which, individually or in the
              aggregate, could reasonably be expected to have a material
adverse effect on us; and                   

      o        obtaining any necessary third party consents and approvals.

Fees, Expenses and Other Payments                                               

If the merger is consummated, all costs and expenses incurred in connection with
the merger agreement are to be borne by the party which incurs those costs and  
expenses. We have agreed to pay Phoenix an amount equal to all of Phoenix's     
expenses not to exceed $100,000, if the merger agreement is terminated:         

o        as a result of a material breach of any of our       
               representations, warranties, covenants or agreements, or if
              any of our representations or warranties shall have become
            untrue such that we would be incapable of satisfying the
                  conditions precedent to the obligations of Phoenix and Phoenix
             Acquisition Corp. under the merger agreement by April 15,
2002;                                       

       o        because our common stockholders do not adopt and approve the
                merger and the merger agreement at the stockholders' meeting
               and at the time of the stockholders' meeting there exists a
                 proposal with respect to a competing transaction which either
               (1) our board of directors or the special committee has not
          publicly opposed or (2) is consummated or a definitive
                 agreement providing for such competing transaction is entered
           into at any time prior to or within 12 months after the
termination of the merger agreement;        

         o        by Phoenix, if the special committee or our board of directors
                has withdrawn, modified or adversely changed its approval or
            recommendation of the merger and the merger agreement or
               recommended or approved a competing transaction or superior
         proposal, entered into an agreement with respect to a
             competing transaction or superior proposal, or shall have
resolved to do any of the foregoing;        

      o        by Phoenix, if we fail to reject a tender offer or exchange
          offer proposal by a third party within ten days of its
            commencement or the date such proposal is first publicly
disclosed;                                  

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        o        by us, upon the special committee and our board of directors'
                authorization to enter into a written agreement with respect
                 to a competing transaction that the special committee and our
                 board of directors have determined to be a superior proposal;
or                                          

   o        by us, if the merger shall not have been completed on or
                  before April 15, 2002 and we enter into a definitive agreement
                providing for a competing transaction within 12 months after
        the date of the termination of the merger agreement.

If the merger fails to close for any other reason by April 15, 2002, then       
Phoenix and Wilkerson, jointly and severally, are required to reimburse BCTI for
all of its reasonable expenses incurred in connection with the proposed         
transaction. See "Special Factors -- Background of the Merger" at page 14.      

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE                                 

This proxy statement contains certain forward-looking statements. Because these 
forward-looking statements are being made by us in connection with a going      
private transaction, the safe harbor created by Section 21E of the Securities   
Exchange Act of 1934, as amended, does not apply to these statements. Such      
forward-looking statements involve risks and uncertainties and include, but are 
not limited to, statements regarding future events and our plans, goals and     
objectives. Such statements are generally accompanied by words such as "intend,"
"anticipate," "believe," "estimate," "expect" or similar terms. BCTI's actual   
results may differ materially from such statements. Factors that could cause or 
contribute to such differences include, without limitation, the following:      

         o        our plans, strategies, objectives, expectations and intentions
        are subject to change at any time at its discretion;

      o        adverse changes in the wholesale printing market including,
             among other things, competition with other companies; and

       o        other risks and uncertainties indicated from time to time in
               BCTI's filings with the Securities and Exchange Commission.

Although BCTI believes that the assumptions underlying its forward-looking      
statements are reasonable, any of the assumptions could prove inaccurate and,   
therefore, BCTI cannot make any assurances that the results contemplated in such
forward-looking statements will be realized. The inclusion of such              
forward-looking information should not be regarded as a representation by BCTI  
or any other person that the future events, plans or expectations contemplated  
by BCTI will be achieved. Furthermore, past performance is not necessarily an   
indicator of future performance. Except for our ongoing obligations to disclose 
material information as required by the federal securities laws, we undertake no
obligation to release publicly any revisions to any forward-looking statements  
to reflect events or circumstances after the date of this proxy statement or to 
reflect the occurrence of unanticipated events.                                 

SPECIAL MEETING                                                                 

This proxy statement is furnished in connection with the solicitation of proxies
by our board of directors for a special meeting of common stockholders to be    
held on ________, 2002 at _______ local time, at our corporate offices at 3000  
Northeast 30th Place, Fort Lauderdale, Fifth Floor, Florida 33306, or at any    
adjournment of the special meeting. Shares of our common stock, par value $0.04 
per share, represented by properly executed proxies received by us will be voted
at the special meeting or any adjournment of the special meeting in accordance  
with the terms of such proxies, unless revoked.                                 

PROPOSAL TO BE CONSIDERED AT THE SPECIAL MEETING                                

At the special meeting, you will consider and vote upon a proposal to adopt and 
approve a merger agreement, dated as of November 26, 2001, among Phoenix,       
Phoenix Acquisition Corp., a wholly-owned subsidiary of Phoenix and BCTI. The   
merger agreement provides for the merger of Phoenix Acquisition                 

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Corp. with and into BCTI. Upon the effective time of the merger, the separate   
corporate existence of Phoenix Acquisition Corp. will cease, and BCTI will be   
the surviving corporation and a wholly-owned subsidiary of the acquisition      
group. Pursuant to the merger: each outstanding share of common stock will be   
canceled and converted into the right to receive $1.13 in cash, except for      
shares held by stockholders who perfect their appraisal rights under Delaware   
law and shares held by the acquisition group.                                   

APPRAISAL RIGHTS                                                                

Holders of BCTI common stock who do not vote in favor of the merger and who     
perfect their appraisal rights under Delaware law will be entitled to receive   
from the surviving corporation in the merger a cash payment in the amount of the
"fair value", determined in accordance with Delaware law, of such shares. After 
the merger, such shares will not represent any interest in the surviving        
corporation, other than the right to receive such cash payment. You will be able
to avail yourself of your appraisal rights only (i) if you do not vote in favor 
of the merger and (ii) if you follow precisely the procedures set forth         
beginning on page 37 (The Merger - Appraisal Rights). If you wish to exercise   
your appraisal rights or wish to preserve your right to do so, you should review
carefully the procedures of Section 262 of the Delaware General Corporation Law,
a copy of which is attached hereto as Appendix C, and seek the advice of legal  
counsel.                                                                        

VOTING RIGHTS; VOTE REQUIRED FOR ADOPTION AND APPROVAL                          

Each outstanding share of BCTI common stock entitles its holder to one vote on  
all matters properly coming before the special meeting. Any stockholder entitled
to vote may vote either in person or by properly executed proxy. A majority of  
the outstanding shares of common stock entitled to vote, represented in person  
or by proxy, will constitute a quorum at the special meeting. Abstentions and   
broker non-votes (i.e., shares held by brokers in "street name", voting on      
certain matters due to discretionary authority or instructions from the owner,  
but not voting on other matters due to lack of authority to vote on such matters
without instructions from the owner) are counted for the purpose of establishing
a quorum at the special meeting. The merger agreement must be adopted and       
approved by the holders of at least a majority of the outstanding shares of BCTI
common stock. Abstentions and broker non-votes will have the effect of a vote   
"AGAINST" adoption and approval of the merger agreement. Votes will be tabulated
by our transfer agent, Mellon Shareholder Services.                             

On _______, 2002, the record date for the special meeting, there were ______    
holders of record of BCTI common stock, and 5,121,471 shares of BCTI common     
stock outstanding, 2,690,282 of which were owned by the acquisition group,      
representing approximately 52.6% of the total number of shares entitled to vote 
at the special meeting. As a result, the acquisition group possesses sufficient 
voting power to control the matters presented to a vote at the special meeting, 
including the ability to adopt and approve the merger agreement and the         
transactions contemplated by the merger agreement. The acquisition group has    
indicated that it intends to vote all of the BCTI common stock owned by it "FOR"
the adoption and approval of the merger agreement and the transactions          
contemplated by the merger agreement. Therefore, you should expect that the     
merger agreement and the transactions contemplated by the merger agreement,     
including the merger, will be adopted and approved at the special meeting.      
Likewise, unless a condition to the consummation of the merger is not satisfied 
and Phoenix does not waive such condition, you should also expect that          
transactions contemplated by the merger agreement, including the merger, will be
completed.                                                                      

The adoption and approval of the merger by a majority of the holders of         
outstanding shares of BCTI common stock who are unaffiliated with the           
acquisition group is not required.                                              

VOTING AND REVOCATION OF PROXIES                                                

All shares of BCTI common stock represented by properly executed proxies        
received prior to or at the special meeting and not revoked will be voted in    
accordance with the instructions indicated in such proxies. If no instructions  
are indicated, such proxies will be voted for the proposal to adopt and approve 
the merger agreement and to adjourn the special meeting, if necessary.          

If you have given a proxy, you may revoke it by:                                

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         o        delivering to Michael R. Hull, our Chief Financial Officer, at
            our executive offices at 3000 Northeast 30th Place, Fort
                Lauderdale, FL 33306, Fifth Floor, on or before the business
                 day prior to the special meeting, a later dated, signed proxy
card or a written revocation of such proxy; 

   o        delivering a later dated, signed proxy card or a written
revocation to us at the special meeting;    

 o        attending the special meeting and voting in person; or

         o        if you have instructed a broker to vote your shares, following
            the directions received from your broker to change those
                  instructions. Revocation of the proxy will not affect any vote
                previously taken. Attendance at the special meeting will not
                 in itself constitute the revocation of a proxy; to revoke you
                 must vote in person at the meeting. Our board of directors is
                not currently aware of any business to be brought before the
           special meeting other than that described in this proxy
                statement. No proxies marked "AGAINST" the proposal to adopt
                and approve the merger agreement will be voted in favor of a
             motion to adjourn or postpone the special meeting for the
                  purpose of soliciting further proxies in favor of adoption and
approval of the merger agreement.           

SOLICITATION OF PROXIES                                                         

We will bear the expenses in connection with the solicitation of proxies. Upon  
request, we will reimburse brokers, dealers and banks, or their nominees, for   
reasonable expenses incurred in forwarding copies of the proxy material to the  
beneficial owners of shares of BCTI common stock which such persons hold of     
record. Solicitation of proxies will be made principally by mail. Proxies may   
also be solicited in person, or by telephone or facsimile, by our officers and  
regular employees. Such persons will receive no additional compensation for     
these services, but will be reimbursed for any transaction expenses incurred by 
them in connection with these services. We will not solicit proxies over the    
Internet.                                                                       

We are mailing this proxy material to BCTI stockholders on or about             
____________, 2002.                                                             

COMPARATIVE MARKET PRICE DATA                                                   

The table below sets forth the high and low closing prices for the BCTI common  
stock (ticker symbol "BCTI"), as reported on the Nasdaq National Market through 
September 9, 2001 for the fiscal quarters indicated, and the high and low bid   
quotations for the BCTI common stock on the Over-The-Counter Bulletin Board in  
the third quarter of fiscal 2002 through November 26, 2001. The high and low bid
quotations for the BCTI common stock represent prices between broker-dealers,   
and do not include retail mark-ups or mark-downs or any commission to the       
broker-dealer and may not represent actual transactions.                        

COMMON STOCK                                                  HIGH       LOW    

Fiscal 2002                                                                     

First Quarter                                                 $1.62     $0.93   

Second Quarter                                                 1.30      0.57   

Third Quarter (through November 26, 2001)                      0.80      0.50   

Fiscal 2001                                                                     

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First Quarter                                                 $2.69     $2.19   

Second Quarter                                                 2.50      2.00   

Third Quarter                                                  2.22      1.37   

Fourth Quarter                                                 2.12      1.31   

Fiscal 2000                                                                     

First Quarter                                                 $3.75     $2.63   

Second Quarter                                                 3.12      2.31   

Third Quarter                                                  2.44      1.81   

Fourth Quarter                                                 3.62      2.06   

The average closing price of BCTI common stock for the one year period through  
November 26, 2001 was $1.07 per share. On November 26, 2001, the last day on    
which shares of BCTI common stock were traded prior to BCTI's announcement of   
the execution of the merger agreement, the closing price of the BCTI common     
stock was $0.60. On _________, 2001, the most recent trading day prior to the   
date of this proxy statement, the closing price of the BCTI common stock was    
$________.                                                                      

DIVIDEND POLICY                                                                 

We have never declared any cash dividends on our common stock and have no       
present intention to declare or pay cash dividends on our common stock in the   
foreseeable future. While there are no restrictions on our ability to declare   
dividends, we anticipate that in the future, earnings will be retained to       
finance our operations. Any decision as to the future declaration of dividends  
on our common stock will depend on the results of operations and our financial  
condition and such other factors as our board of directors, in its discretion,  
deems relevant.                                                                 

SELECTED FINANCIAL INFORMATION                                                  

       The following table sets forth our selected financial information for
each of the last five fiscal years in the five year period ended February 28,   
2001 and selected financial information for the six months ended August 31, 200.
The financial information for the years in the five year period ended February  
28, 2001, is derived from our financial statements which have been audited by   
PricewaterhouseCoopers, LLP, independent certified public accountants. The      
unaudited selected financial information presented below, as of and for the six 
months ended August 31, 2001 is derived from our unaudited financial statements.
The financial data set forth below should be read in conjunction with our       
audited and unaudited financial statements and the"Management's Discussion and  
Analysis of Financial Condition and Results of Operations" in BCTI's Annual     
Report on Form 10-K for the year ended February 28, 2001 and in BCTI's Quarterly
Report on Form 10-Q for the quarters ended May 31 and August 31, 2001, which are
incorporated by reference in this proxy statement. The financial data set forth 
below also should be read in conjunction with BCTI's audited consolidated       
financial statements as of February 28, 2001 and for each of the years in the   
three-year period ended February 28, 2001. No pro forma data giving effect to   
the merger is provided because BCTI does not believe such information is        
material to stockholders in evaluating the merger and the merger agreement since
the merger consideration will be paid to BCTI's public stockholders solely in   
cash and BCTI's public stockholders will no longer have any equity interest in  
BCTI if the merger is completed                                                 

(Amounts in thousands, except per share information).                           

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                                                        [Enlarge/Download Table]


                           Six Months  Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year   Fiscal Year             
                             Ended       Ended         Ended       Ended        Ended         Ended                 
                           08/31/01     02/28/01     02/29/00     02/28/99     02/28/98      02/29/97               
                                                                                                                    
Total Revenues              $ 9,333       $   19,429       $   19,649      $   18,606      $   17,022    $   15,216 
                            -------       ----------       ----------      ----------      ----------    ---------- 
Total Expenses                8,881           18,292           18,382          15,415          14,227        14,890 
Income from continued                                                                                               
 operations before legal                                                                                            
 settlement and income taxes    452            1,137            1,267           3,191           2,795           326 
Legal Settlement                 --               --              941              --              --            -- 

Income from continued                                                                                               
operations before income                                                                                            
 taxes                          452            1,137            2,208           3,191           2,795           326 
Income tax provision            176              442              837             690             986            54 
                            -------       ----------       ----------      ----------      ----------    ---------- 
Income from continued                                                                                               
 operations                                                                                                         
Discontinued Operations:        276              695            1,371           2,501           1,809           272 
Loss from Company owned                                                                                             
Franchises operated under                                                                                           
 a plan of disposition, net                                                                                         
 of income tax benefit           --              (31)            (357)           (327)           (244)         (657)
                            -------       ----------       ----------      ----------      ----------    ---------- 
Net income (loss)           $   276       $      664       $    1,014      $    2,174      $    1,565    $     (385)
                            =======       ==========       ==========      ==========      ==========    ========== 
Earnings (loss) per common                                                                                          
 share:                                                                                                             
Income from continued                                                                                               
 operations                 $   .05       $      .13       $      .26      $      .47      $      .35    $      .05 
Loss from discontinued                                                                                              
 operations                      --             (.01)            (.07)           (.06)           (.05)         (.13)
                            -------       ----------       ----------      ----------      ----------    ---------- 
Basic                       $   .05       $      .13       $      .19      $      .41      $      .30    $     (.08)
Income from continued                                                                                               
 operations                 $   .05       $      .13       $      .25      $      .45      $      .32    $      .05 
                            =======       ==========       ==========      ==========      ==========    ========== 
Loss from discontinued                                                                                              
operations                       --             (.01)            (.06)           (.06)           (.04)         (.13)
                            -------       ----------       ----------      ----------      ----------    ---------- 
Diluted                     $   .05       $      .13       $      .19      $      .39      $      .28    $     (.08)
                            =======       ==========       ==========      ==========      ==========    ========== 
Total Assets                $16,156       $   16,190       $   17,321      $   15,235      $   14,157    $   11,229 
Long-term debt              $   194       $      236       $      330      $      433      $      539    $      215 
Preferred Stock                  --               --               --      $       60      $       60    $       60 
Working Capital             $ 7,068       $    6,921       $    5,666      $    6,424      $    5,145    $    3,614 
Stockholders' Equity        $14,540       $   14,284       $   13,756      $   12,892      $   11,073    $    9,310 
Book Value Per Share        $  2.78       $     2.80       $     2.58      $     2.43      $     2.16    $     1.71 

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                                                                [Download Table]


                                                                       
Ratio of  Earnings to Fixed                                            
 Charges                     25.12  26.98  38.57  50.25  60.74  (23.65)

SPECIAL FACTORS                                                                 
BACKGROUND OF THE MERGER                                                        

In April 2001, William A. Wilkerson, the Chairman and the Chief Executive       
Officer of BCTI, and the owner at the time of approximately 19.2% of BCTI's     
common stock, began reviewing the following factors involving BCTI:             

        o        the failure of the public equity market to fairly reflect the
                  value of BCTI's common stock in the public market place, which
                failure he believed would not be remedied in the near future
          because (i) BCTI's common stock was in danger of being
                  delisted from the Nasdaq National Market due to its failure to
                  meet the applicable listing standards, (ii) the trading volume
               in BCTI's common stock was very low and (iii) BCTI's common
stock was held by very few holders; and     

        o        BCTI's declining revenues and profitability and the difficult
competitive conditions faced by BCTI.       

BCTI's net income declined from $2.1 million in fiscal 1999 to $664,000 in      
fiscal 2001 and the decline continued into fiscal 2002. BCTI's revenues peaked  
at $19.6 million in fiscal 2000 and were continuing to decline. The price of    
BCTI's common stock declined from a high of $3.75 in the first quarter of fiscal
2000 to a low of $.93 in the first quarter of fiscal 2002.                      

The decline in BCTI's revenues and profits was due primarily to a decline in    
sales by franchisees to quick print outlets, their core base of customers. The  
number of quick print outlets has declined significantly in recent years due to 
competition from major office supply and service chains such as Office Depot,   
Office Max, Staples and Kinko's. BCTI franchisees service only Kinko's and      
Office Max, the smallest of the four major chains, and they face heavy          
competition in that sector, resulting in reduced sales and profit margins. BCTI 
franchisees in recent years have also faced significant and increasing          
competition from "do-it-yourself" production of business cards and stationery by
businesses using personal computers and high quality laser printers.            

In an attempt to offset the decline in its sales and profitability resulting    
from the new competitive environment, BCTI focused on expanding distribution of 
its products through its Internet-based ordering system, Orderprinting.com.     
These efforts had some success, as sales through Orderprinting.com and license  
fee revenues charged to franchisees increased; however, these results were more 
than offset by the general decline in BCTI's business as well as the high costs 
associated with developing, maintaining and upgrading the Orderprinting.com     
system. In addition, BCTI implemented measures designed to control costs and    
improve cash collections.                                                       

By April 2001, Mr. Wilkerson believed that, despite management's efforts, it was
unlikely BCTI would be able to reverse the negative trends which it faced.      

In May 2001, Phoenix and Mr. Wilkerson began entering into various private      
transactions which resulted in the acquisition group increasing its share       
ownership in BCTI. On May 21, 2001, Mr. Wilkerson acquired the right to purchase
shares of Common Stock pursuant to an Option Agreement (the "Option Agreement").
Pursuant to the Option Agreement, Bill LeVine, a former director of BCTI, as    
Trustee of the 1982 Bill and Bonnie LeVine Trust (the "LeVine Trust") granted an
option (the "Option") to Wilkerson to purchase 623,782 shares of Common Stock   
for a per share price of $1.75. The Option was subsequently assigned to Phoenix 
and on September 1, 2001 Phoenix exercised the Option and purchased the subject 
shares at a purchase price of $1.75 per share. In connection with the exercise  
of the Option, Phoenix made a payment                                           

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of $45,484.10 to the LeVine Trust at the closing and executed a two-year        
promissory note in favor of the LeVine Trust for the balance of the aggregate   
exercise price of $1,046,134.40.                                                

In May 2001, Mr. Wilkerson expressed to the BCTI Board his interest in exploring
the possibility of purchasing the shares of BCTI common stock not already owned 
by him. On June 19, 2001, the BCTI Board appointed Jeffrey K. Hewson and Philip 
M. Pisciotta, both independent directors, as members of a Special Committee to  
consider the terms and conditions of a possible future proposal from Mr.        
Wilkerson and persons affiliated with him to purchase the shares of BCTI's      
common stock not already owned by him. The Special Committee was authorized to  
engage legal counsel and a financial advisor at the expense of BCTI, to consider
the proposed offer from Mr. Wilkerson as well as any other bona fide offers made
to BCTI, to negotiate the definitive terms and conditions of any such           
transaction and to prepare and deliver to the BCTI Board its presentation and   
recommendation on the appropriate course of action for BCTI.                    

On June 22, 2001, the Special Committee engaged the Chicago law firm of Gardner,
Carton & Douglas ("Gardner Carton") as its legal counsel based upon discussions 
that Mr. Hewson had with Gardner Carton and Gardner Carton's qualifications and 
experience in special committee matters.                                        

On July 2, 2001, the Special Committee, Gardner Carton and the Miami law firm of
Mitrani, Rynor, Adamsky & Macaulay, P.A. ("Mitrani, Rynor"), legal counsel to   
BCTI, had a telephonic meeting to discuss the proposed transaction with Mr.     
Wilkerson, which included a proposal that BCTI guarantee a loan by Bank of      
America, N.A. to Mr. Wilkerson and/or his affiliates in the amount of           
$2,000,000, the proceeds of which would be used by Mr. Wilkerson and/or his     
affiliates to fund the purchase of BCTI common stock, including the cash portion
of the purchase from the LeVine Trust and another major stockholder of an       
aggregate of 1,242,224 shares of BCTI's common stock for an aggregate purchase  
price of $2,019,281. It was proposed that these purchases would be followed as  
promptly as possible by an offer from Mr. Wilkerson to purchase the remaining   
stock held by BCTI's public stockholders. The Special Committee discussed the   
potential benefits to BCTI's public stockholders of a going private transaction.
These benefits derived from the disadvantages of BCTI remaining publicly traded,
which included a lack of liquidity in BCTI's common stock, the prospect of      
BCTI's common stock being delisted in the near future and the lack of public    
market acceptance of companies of the size and type of BCTI. The Special        
Committee then authorized Mitrani, Rynor to propose to Mr. Wilkerson certain    
conditions under which the Special Committee would be willing to consider       
recommending approval of BCTI's guarantee of the Bank of America loan, which    
conditions would be designed to protect BCTI in the event Mr. Wilkerson did not 
consummate his purchase of all the outstanding shares of BCTI's common stock.   

On July 2, 2001, Mitrani, Rynor sent a memorandum to Mr. Wilkerson outlining the
terms under which the Special Committee would likely recommend approval of the  
loan guarantee, including that, if Mr. Wilkerson did not consummate his purchase
of all of the outstanding shares of BCTI's common stock at a price deemed fair  
by the Special Committee, the final year of his employment contract (March 1,   
2002 - February 28, 2003) with BCTI would be eliminated, Mr. Wilkerson would    
grant BCTI an assignable option to purchase the shares purchased by Mr.         
Wilkerson with the loan proceeds at the price paid by Mr. Wilkerson and Mr.     
Wilkerson would reimburse BCTI for its expenses incurred in connection with the 
proposed transaction.                                                           

Between July 3 and July 10, 2001, Mitrani, Rynor had several discussions with   
Mr. Wilkerson regarding the Special Committee's proposed conditions to the loan 
guarantee to which Mr. Wilkerson had a generally positive reaction.             

On July 10, 2001, the Special Committee, Gardner Carton and Mitrani, Rynor had a
telephonic meeting to discuss the results of the previously authorized proposal 
by Mitrani, Rynor and Mr. Wilkerson's positive reaction to the proposal. The    
Special Committee also discussed the engagement of a financial advisor to       
deliver a fairness opinion in connection with the proposed transaction. The     
Special Committee determined that prior to delivering its recommendation to the 
BCT Board regarding the loan guarantee, it would contact its proposed financial 
advisor, Capitalink, to ascertain if, based upon the information then available,
Capitalink envisioned any significant obstacles to the delivery of a fairness   
opinion, notwithstanding the fact that Mr. Wilkerson's offer to BCTI's public   
stockholders would likely be lower than the price to be                         

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paid by Mr. Wilkerson for the shares to be purchased with the proceeds of the   
loan. Mitrani, Rynor was authorized by the Special Committee to contact         
Capitalink.                                                                     

On July 12, 2001, the Special Committee, Gardner Carton and Mitrani, Rynor had a
telephonic meeting. Mitrani, Rynor reported on its discussions with Capitalink, 
noting that although Capitalink had conducted no due diligence regarding the    
proposed transactions, Capitalink was not of the opinion that the fact that Mr. 
Wilkerson's offer to BCTI's public stockholders might be lower than the price to
be paid by Mr. Wilkerson for the shares to be purchased with the proceeds of the
BCTI-guaranteed loan would be an absolute impediment to reaching a conclusion   
that such lower price would be within a range of prices that would be fair to   
the public stockholders from a financial point of view. Based upon its previous 
discussions regarding the potential benefits to BCTI's public stockholders of a 
going private transaction and in light of Capitalink's preliminary indication,  
the Special Committee determined that, subject to the conditions previously     
proposed by the Special Committee, the terms of BCTI's guarantee of Mr.         
Wilkerson's bank loan were fair, and the Special Committee authorized Mitrani,  
Rynor to notify the other members of the BCT Board that the Special Committee   
recommended approval of the loan guarantee. The Special Committee also          
authorized Gardner Carton and Mitrani, Rynor to finalize an engagement agreement
with Capitalink for the rendering of a fairness opinion with respect to Mr.     
Wilkerson's future offer to purchase all of the remaining outstanding shares of 
BCTI's common stock.                                                            

On August 9, 2001, in connection with the $2,000,000 bank loan to Phoenix (the  
"Loan"), BCTI entered into an agreement with Phoenix and Wilkerson providing the
following conditions to the guarantee of the loan by BCTI and its subsidiary BCT
(which included a pledge of substantially all of the assets of BCTI and BCT to  
secure the Loan): (i) the last year of Wilkerson's employment agreement with    
BCTI was eliminated, so that the agreement will now terminate on February 28,   
2002; (ii) Wilkerson and Phoenix, jointly and severally, agreed to (A) grant    
BCTI an assignable one-year option to repurchase all of the shares of BCTI      
common stock bought with the borrowed funds at the same price paid by Phoenix   
and (B) pay BCTI's expenses incurred in connection with the transaction, unless 
(1) Wilkerson and/or Phoenix made an offer on or before September 30, 2001, to  
purchase for cash all of BCTI's shares held by public shareholders, and         
providing for a closing of that transaction on or before April 15, 2002 and (2) 
such transaction closes on terms deemed "fair" to BCTI and its shareholders by  
the Special Committee; and (iii) Wilkerson and Phoenix, jointly and severally,  
agreed to immediately reimburse BCTI and BCT for all payments made pursuant to  
the corporate guaranty. As collateral for their reimbursement obligations,      
Wilkerson and Phoenix granted to BCTI a first priority security interest in any 
and all shares of BCTI common stock which Phoenix purchases with the borrowed   
funds and a subordinated security interest in the 935,382 shares of BCTI common 
stock already owned by Phoenix and pledged to the bank (these 935,382 shares had
been transferred to Phoenix on August 15, 2001 in connection with the loan      
described above; Phoenix did not pay any material consideration for this        
transfer).                                                                      

Through an assignment dated August 17, 2001, Phoenix acquired all rights of the 
purchaser under that certain Stock Purchase Agreement dated July 31, 2001 (the  
"Purchase Agreement"), whereby Phoenix purchased an aggregate of 618,482 shares 
of Common Stock on August 29, 2001, from Steven N. Bronson and Catalyst         
Financial, L.L.C. at a price of $1.50 per share. Between August 20 and October  
21, 2001, Phoenix purchased an aggregate of 454,036 shares of Common Stock from 
various shareholders in private transactions for an aggregate purchase price of 
$408,632 ($.90 per share). The funds used for these private purchases came from 
the proceeds of the Loan. See page 53 - "Prior Stock Purchases."                

The primary goal of Phoenix and Wilkerson in acquiring the shares of BCTI common
stock in these private transactions was to obtain voting "control" of BCTI. The 
consummation of these private transactions was required for Phoenix to          
accumulate over 50% of BCTI's outstanding common stock. In particular, certain  
purchases of BCTI common stock, including but not limited to, the LeVine and    
Bronson shares, allowed Phoenix to assemble significant blocks of BCTI common   
stock. In addition, Wilkerson believed that these transactions were necessary to
avoid possible costly and time consuming disputes with certain BCTI             
shareholders.                                                                   

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Once these transactions had been consummated and Phoenix (and Wilkerson) had    
obtained absolute voting control of BCTI, Phoenix (and Wilkerson) then began    
looking more closely at various alternatives including the acquisition of the   
remaining shares of BCTI common stock.                                          

Several factors influenced Phoenix's decision to propose a transaction and the  
timing of such proposal. BCTI was experiencing negative trends in its earnings  
and revenues throughout fiscal year 2001. These financial conditions only       
worsened due to the economic recession and as a result of the events of         
September 11, 2001. Additionally, the market price for BCTI's common stock was  
decreasing significantly through fiscal year 2002 and the stock was thinly      
traded. Because of these reasons, Phoenix determined that a proposal to purchase
the remaining shares of BCTI common stock was economically feasible for the     
acquisition group and also represented the only viable option for BCTI's        
unaffiliated shareholders to obtain a "fair" return on their investment.        

On September 20, 2001, the acquisition group submitted a written offer to the   
BCT Board to acquire all of the outstanding common stock of BCTI not owned by   
Phoenix or its affiliates for $0.85 in cash per share. The Special Committee    
subsequently formally engaged Capitalink to render a fairness opinion with      
respect to the proposed transaction. Neither Phoenix nor Mr. Wilkerson engaged a
financial advisor in connection with any of the transactions described in this  
proxy statement.                                                                

On October 4, 2001, the Special Committee, Gardner Carton and Capitalink met to 
discuss Capitalink's initial analyses. Before the meeting, Capitalink advised   
the Special Committee and Gardner Carton that the analyses were preliminary and 
incomplete; that such analyses consisted of a broad range of preliminary        
analyses, some of which would likely be deemed irrelevant when the analyses were
completed and would not ultimately be utilized in connection with a fairness    
opinion; and that certain of the variables within each of the preliminary       
analyses would likely not be applicable to BCTI and its business model.         
Nonetheless, Capitalink agreed to deliver the initial analyses to accommodate   
the schedule of a member of the Special Committee, who was to be unavailable for
a period of time following the meeting date.                                    

At the meeting, Capitalink discussed numerous financial analyses, including, but
not limited to, Comparable Company Analysis, Comparable Transaction Analysis,   
Discounted Cash Flow Analysis, and Adjusted Net Book Value Analysis. Capitalink 
advised the Special Committee and Gardner Carton that the initial Adjusted Net  
Book Value Analysis provided by Capitalink had been based solely on financial   
information and adjustments provided by BCTI. The Special Committee instructed  
Capitalink to further examine the initial Adjusted Net Book Value Analysis, with
particular focus on the collectibility of notes receivable from certain BCTI    
franchisees.                                                                    

At the conclusion of the meeting, Capitalink informed the Special Committee     
that, based upon its preliminary review, it would have difficulty issuing an    
opinion that the proposed consideration of $0.85 per share in cash was fair,    
from a financial point of view, to the stockholders of BCTI other than Phoenix  
and its affiliates. The Special Committee then instructed Capitalink to refine  
its analysis and report back to the Special Committee regarding its estimate of 
the range of fair value for the common stock of BCTI.                           

On October 18, 2001, the Special Committee, Gardner Carton and Capitalink had a 
telephonic meeting at which Capitalink acquisition groupreported on the         
additional work it had performed on its financial analyses and on the value of  
the BCTI common stock under various valuation methods. Capitalink informed the  
Special Committee that, while the financial analyses were based on further      
research undertaken by Capitalink, they were still preliminary and subject to   
further revision.                                                               

Capitalink provided the Special Committee with revised preliminary analyses and 
targeted certain key multiples that were applicable to BCTI. With respect to the
preliminary Adjusted Net Book Value Analysis, Capitalink reviewed in detail with
the Special Committee the collectibility of notes receivable from certain BCTI  
franchisees. In addition, Capitalink reviewed with the Special Committee the    
financial projections previously provided by BCTI with the actual results for   
the periods in question. Following discussion, at the conclusion of the meeting,
the Special Committee determined to inform Mr. Wilkerson that Capitalink's      
various valuation methodologies all yielded values substantially in excess of   
$0.85 per share.                                                                

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After so informing Mr. Wilkerson, on October 22, 2001, the Special Committee    
received a verbal offer from the acquisition group to purchase all of BCTI's    
outstanding common stock not owned by Phoenix or its affiliates for $0.95 per   
share in cash.                                                                  

On October 24, 2001, the Special Committee, Gardner Carton and Capitalink had a 
telephonic meeting at which it was decided that the Special Committee would     
reject Mr. Wilkerson's offer of $0.95 per share and inform him that based in    
part upon Capitalink's valuation analyses, an offer in the range of $1.10 per   
share would be more likely to be acceptable to the Special Committee and to be  
high enough to allow Capitalink to render a favorable fairness opinion. The     
Special Committee also decided to inform Mr. Wilkerson that if he did not       
increase his offer to this range, the Special Committee would recommend that    
BCTI retain a financial advisor to identify a third party to acquire BCTI.      

On October 26, 2001, the Special Committee had further discussions with Mr.     
Wilkerson and Mr. Wilkerson indicated that he would not be supportive of a sale 
of BCTI to a third party, but that Phoenix would increase its offer to $1.10 per
share in cash.                                                                  

On November 1, 2001, the Special Committee, Gardner Carton and Capitalink had a 
telephonic meeting at which it was decided that the Special Committee, based in 
part on Capitalink's valuation analyses, would, in an attempt to obtain the     
highest possible offer, reject the $1.10 offer and seek an offer of $1.13 per   
share.                                                                          

On November 5, 2001, the Special Committee received a written offer from the    
acquisition group and Mr. Wilkerson to acquire all of the outstanding common    
stock of BCTI not beneficially owned by Phoenix (or its affiliates) at a        
purchase price of $1.13 in cash per share.                                      

On November 7, 2001, the Special Committee, Gardner Carton and Capitalink had a 
telephonic conference at which Capitalink informed the Special Committee that,  
subject to the terms of a definitive agreement to be executed by the parties and
no changes in BCTI's financial condition and results of operations and in market
conditions, it would be in a position to render an opinion that the $1.13 price 
to be received by BCTI's stockholders (other than Phoenix and its affiliates)   
was fair to such stockholders from a financial point of view. The factors       
considered by the Special Committee throughout its process, including the       
potential benefits to BCTI's public stockholders of a going private transaction 
and the lack of alternatives to the proposed transaction, were then reviewed by 
Gardner Carton and the Special Committee. The Special Committee specifically    
considered the fact that Mr. Wilkerson had indicated his unwillingness to       
participate in a sale of BCTI to a third party thereby making such an           
alternative extremely unlikely. In addition, the Special Committee considered   
the alternative of a liquidation of BCTI but, based on Capitalink's             
presentations, determined that the $1.13 price offered exceeded the per share   
liquidation value of BCTI. The Special Committee members then considered that in
their judgment the $1.13 price was fair and that the proposed transaction was   
the best alternative for BCTI's stockholders (other than Phoenix and its        
affiliates). Gardner Carton was directed to negotiate a definitive merger       
agreement and report back to the Special Committee on its progress.             

On November 15, 2001, Mitrani, Rynor distributed a first draft of the Agreement 
and Plan of Merger, which included the $1.13 per share price. On November 20,   
2001, the Special Committee, Gardner Carton and Capitalink had a telephonic     
meeting at which Capitalink gave a detailed presentation based on its materials 
furnished to the Special Committee, which summarized Capitalink's financial     
analyses and assessed the fairness of the $1.13 price under various valuation   
methods. The Special Committee was informed by Gardner Carton of the final      
changes to the Merger Agreement negotiated since November 15. Capitalink issued 
its oral fairness opinion and subsequently delivered its final written opinion. 
The Special Committee members then unanimously approved resolutions declaring   
the Merger Agreement and the Merger fair to and in the best interests of BCTI   
and its stockholders (other than Phoenix and its affiliates); recommending that 
the full BCT Board approve and declare advisable the Merger Agreement and the   
Merger; and resolving to recommend, subject to the terms and conditions of the  
Merger Agreement, that BCTI's stockholders approve and adopt the Merger         
Agreement and the Merger.                                                       

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On November 26, 2001, the special committee and its counsel, together with the  
other members of our board of directors, met with Messrs. James Cassel and Scott
Salpeter of Capitalink and BCTI's counsel. Some of the participants participated
in the meeting by conference call. George McKann of Gardner Carton and Robert   
Macaulay of Mitrani, Rynor discussed the fiduciary duties owed by the board of  
directors to BCTI's stockholders and the conflicts of interest in the proposed  
transaction with Mr. Wilkerson and Phoenix. Capitalink then gave an oral reveiew
and summary of its opinion. The special committee then reported to our board of 
directors that it had concluded that the $1.13 per share merger consideration   
was fair to and in the best interests of the BCTI stockholders other than the   
acquisition group and recommended that the merger agreement and the merger be   
approved by our board of directors and submitted to the holders of BCTI common  
stock for their adoption and approval. The members of the board of directors    
then unanimously approved the merger agreement and the merger and determined to 
recommend that the BCTI common stockholders vote to adopt and approve the merger
agreement and the merger.                                                       

OPINION OF CAPITALINK                                                           

In connection with the proposed merger, the Special Committee of BCTI's Board of
Directors engaged Capitalink to render an opinion as to the fairness, from a    
financial point of view, to BCTI's shareholders (other than the acquisition     
group), of the proposal by Phoenix. The Special Committee determined to engage  
Capitalink based primarily upon Capitalink's familiarity with BCTI and its      
business, as well as Capitalink's reputation with respect to transactions of the
type contemplated by the Merger Agreement. On November 20, 2001, at a meeting of
the Special Committee, Capitalink delivered its oral opinion that, as of such   
date, based upon and subject to the assumptions made, matters considered, and   
limitations on its review as set forth in the opinion, the consideration to be  
received in the merger is fair to BCTI's shareholders, other than the           
acquisition group, from a financial point of view. Subsequently, Capitalink     
delivered its written fairness opinion.                                         

THE FULL TEXT OF THE WRITTEN OPINION OF CAPITALINK DATED AS OF NOVEMBER 20, 2001
(THE "CAPITALINK OPINION") IS ATTACHED AS APPENDIX B AND IS INCORPORATED BY     
REFERENCE. BCTI'S SHAREHOLDERS ARE URGED TO READ THE CAPITALINK OPINION         
CAREFULLY AND IN ITS ENTIRETY FOR A DESCRIPTION OF THE ASSUMPTIONS MADE, MATTERS
CONSIDERED, PROCEDURES FOLLOWED AND LIMITATIONS ON THE REVIEW UNDERTAKEN BY     
CAPITALINK IN RENDERING ITS OPINION. THE SUMMARY OF THE CAPITALINK OPINION SET  
FORTH IN THIS PROXY STATEMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE  
FULL TEXT OF SUCH OPINION.                                                      

No limitations were imposed by BCTI on the scope of Capitalink's investigation  
or the procedures to be followed by Capitalink in rendering its opinion.        
Capitalink was not requested to and did not make any recommendation to the      
Special Committee of the Board of Directors of BCTI as to the form or amount of 
consideration received in the merger. The Capitalink Opinion was for the use and
benefit of the Special Committee in connection with its consideration of the    
merger and was not intended to be and does not constitute a recommendation to   
any shareholder of BCTI as to how such shareholder should vote with respect to  
the merger. Capitalink was not requested to opine as to, and its opinion does   
not address, BCTI?s underlying business decision to proceed with or effect the  
merger. Further, Capitalink was not asked to consider, and its opinion does not 
address, the relative merits of the merger as compared to any alternative       
business strategy that might exist for BCTI.                                    

In arriving at its opinion, Capitalink took into account its assessment of      
general economic, market and financial conditions as well as its experience in  
connection with similar transactions and securities valuations generally, and,  
among other things: (i) reviewed drafts of the merger agreement; (ii) reviewed  
publicly available financial information and other data with respect to BCTI,   
including its Annual Report on Form 10-K for the fiscal year ended February 28, 
2001, its Quarterly Report on Form 10-Q for the quarter ended August 31, 2001,  
its Current Report on Form 8-K dated August 15, 2001, the amended Schedule 13D  
dated June 20, 2001 filed by Wilkerson, the Schedule 13D dated August 15, 2001  
filed by Phoenix and Wilkerson, the amended Schedule 13D dated August 29, 2001  
filed by Steven N. Bronson, the                                                 

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amended Schedule 13D dated September 1, 2001 filed by Phoenix and Wilkerson, and
certain other relevant financial and operating data relating to BCTI made       
available to Capitalink; (iii) reviewed and analyzed certain financial          
characteristics of companies that were deemed to be comparable to BCTI (although
no companies directly comparable were found); (iv) reviewed and analyzed the    
premium to be paid in the merger and premiums paid in certain other             
transactions; (v) reviewed and discussed with representatives of the management 
of BCTI certain financial and operating information furnished by them, including
financial analyses and projected statements of operations for fiscal years 2002 
- 2004 (which projected declines in revenues and net income by 18.4% and 64.8%, 
respectively, from the actual fiscal 2001 levels to the projected fiscal 2004   
levels) and related assumptions with respect to the business, operations and    
prospects of BCTI; (vi) considered the historical financial results and present 
financial condition of BCTI; (vii) reviewed certain publicly available          
information concerning the trading of, and the trading market for, (vi)         
considered the historical financial results and present financial condition of  
BCTI; (vii) reviewed certain publicly available information concerning the      
trading of, and the trading market for, the common stock of BCTI; (viii)        
inquired about and discussed the merger and other matters related thereto with  
BCTI management, the Special Committee and its legal counsel; and (ix) performed
such other analyses and examinations as were deemed appropriate.                

In arriving at its opinion, Capitalink relied upon and assumed the accuracy and 
completeness of all of the financial and other information that was used without
assuming any responsibility for any independent verification of any such        
information and further relied upon the assurances of BCTI management that it is
not aware of any facts or circumstances that would make any such information    
inaccurate or misleading. With respect to the financial projections utilized,   
Capitalink assumed that such projections have been reasonably prepared on a     
basis reflecting the best currently available estimates and judgments, and that 
such projections provide a reasonable basis upon which Capitalink could form an 
opinion. In arriving at its opinion, Capitalink did not make a physical         
inspection of the properties and facilities of BCTI, and did not make or obtain 
any evaluations or appraisals of the assets and liabilities (contingent or      
otherwise) of BCTI. Capitalink assumed that the merger will be consummated in a 
manner that complies in all respects with the applicable provisions of the      
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as     
amended, and all other applicable federal and state statues, rules and          
regulations. In addition, it is assumed that the merger will be a taxable event 
to the BCTI shareholders. The Capitalink Opinion is necessarily based upon      
market, economic and other conditions as they existed on, and could be evaluated
as of, November 16, 2001. Accordingly, although subsequent developments may     
affect its opinion, Capitalink has not assumed any obligation to update, review 
or reaffirm its opinion.                                                        

Each of the analyses conducted by Capitalink was carried out in order to provide
a different perspective on the merger, and to enhance the total mix of          
information available. Capitalink did not form a conclusion as to whether any   
individual analysis, considered in isolation, supported or failed to support an 
opinion as to the fairness, from a financial point of view, of the merger to    
BCTI's shareholders other than the acquisition group. Capitalink did not place  
any particular reliance or weight on any individual analysis, but instead       
concluded that its analyses, taken as a whole, supported its determination.     
Accordingly, Capitalink believes that its analyses must be considered as a whole
and that selecting portions of its analyses or the factors it considered,       
without considering all analyses and factors collectively, could create an      
incomplete and misleading view of the process underlying the analyses performed 
by Capitalink in connection with the preparation of its opinion.                

The summary of Capitalink's analysis described below is not a complete          
description of the analysis underlying Capitalink's opinion. The preparation of 
a fairness opinion is a complex process involving various determinations as to  
the most appropriate and relevant methods of financial analysis and the         
application of those methods to the particular circumstances and, therefore, a  
fairness opinion is not readily susceptible to partial analysis or summary      
description. In arriving at its opinion, Capitalink made qualitative judgments  
as to the relevance of each analysis and factor that it considered. Accordingly,
Capitalink believes that its analysis must be considered as a whole and that    
selecting portions of its analysis and factors, or focusing on information      
presented in tabular format, without considering all of the analysis and factors
contained in the narrative description that follows, could result in an         
incomplete view of the processes underlying its analysis and opinion.           

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Capitalink analyzed the fairness of the merger using the following              
methodologies:                                                                  

Selected Comparable Company Analysis. The selected comparable company analysis  
involved the review of publicly traded companies deemed comparable to BCTI      
(the"Comparable Companies"). BCTI's distinct niche as a franchisor of wholesale 
printers eliminates the possibility of locating directly comparable companies.  
Capitalink reviewed certain financial information relating to BCTI in the       
context of the corresponding financial information, ratios and public market    
multiples for the Comparable Companies. No company used in Capitalink's analysis
was deemed to be identical or directly comparable to BCTI; accordingly,         
Capitalink considered the multiples for the Comparable Companies, taken as a    
whole, to be more relevant than the multiples of any single company.            

The Comparable Companies utilized were: Consolidated Graphics, Inc.;            
Geographics, Inc.; IPI Inc.; Impreso, Inc.; iPrint Technologies; and Paris      
Corporation. These companies were either in the printing or paper products      
industry, and on such basis deemed comparable; however, the BCTI revenue streams
are derived from both royalties from its franchisees and paper sales, and       
Capitalink was unable to locate any companies with a substantially similar      
business mix.                                                                   

Based on publicly available information, Capitalink reviewed the following      
financial information for each of the Comparable Companies: enterprise value,   
market value, revenue, earnings before interest and taxes ("EBIT"), earnings    
before interest, taxes, depreciation and amortization ("EBITDA"), earnings per  
share ("EPS"), net income, return on average assets, return on average common   
equity, and selected financial ratios. Subsequent to such review and based on   
the respective market value or enterprise value as of November 16, 2001,        
Capitalink calculated and compared the following multiples for each of the      
Comparable Companies.                                                           

Multiples                        Comparable Companies               BCTI        
                 High   Mean       Median  Low
                 ----   ----       ------  ---
Market Value                                                                    
------------                                                                    
Last Twelve Months ("LTM")        13.4x  11.4x      12.5x    8.4x   69.0x       
EPS                                                                             
Est. Current Fiscal Year          10.2x  10.2x      10.2x   10.2x    6.9x       
("CFY") EPS                                                                     
Est. Next Fiscal Year              9.2x   9.2x       9.2x    9.2x    9.6x       
("NFY") EPS                                                                     
Common equity                       .8x    .7x        .7x     .4x     .2x       
Net tangible common equity         2.1x   1.1x        .8x     .4x     .2x       

Enterprise Value                                                                
----------------                                                                
LTM revenue                         .7x    .4x        .4x     .1x     na        
Est. CFY revenue                    .7x    .6x        .6x     .6x     na        
Est. NFY revenue                    .6x    .5x        .5x     .4x     na        
LTM EBIT                          11.3x   7.4x       9.7x    1.3x     na        
LTM EBITDA                         9.0x   5.0x       5.1x    1.0x     na        
Assets                              .7x    .5x        .5x     .1x     na        

Utilizing BCTI's historical and projected financial data, Capitalink derived    
BCTI's implied market value and implied market value per share with respect to  
the high, mean, median and low for the (i) LTM EPS, (ii) est. CFY EPS, (iii)    
est. NFY EPS, and (iv) common equity multiples noted below. In order to         
determine the implied market value, Capitalink included approximately $5.1      
million of net cash as of August 31, 2001.                                      

As of such date, BCTI had cash of approximately $3.2 million, and Capitalink    
assumed cash from the exercise of outstanding options (with an exercise price   
less than $1.13 per share) of approximately $17,000.                            

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In addition, Capitalink assumed the discounted value of the Notes payable to    
BCTI from its franchisees to be approximately $2.8 million (as discussed        
hereinafter). As of such date, BCTI had debt and guarantees under various notes 
of approximately $830,000; therefore, the excess of cash over debt was          
approximately $5.1 million (the "Net Cash"). The following tables set forth the 
implied per share value of BCT based upon the multiples noted above.            

Implied per share as multiple of:    High     Mean    Median   Low              
                       ----     ----    ------   ---
LTM EPS                              $0.26    $0.22   $0.22    $0.22            
Est. CFY EPS                         $1.03    $1.03   $1.03    $1.03            
Est. NFY EPS                         $0.67    $0.67   $0.67    $0.67            
Common Equity                        $2.37    $1.86   $1.91    $1.12            

Based both on the lack of publicly traded companies that are deemed directly    
comparable to BCTI and on the lack of earnings characteristics for the          
Comparable Companies, Capitalink has not placed significant weight on the       
selected comparable company analysis.                                           

As noted above, none of the Comparable Companies is identical or directly       
comparable to BCTI. Accordingly, Capitalink considered the multiples for such   
companies, taken as a whole, to be more relevant than the multiples of any      
single company. Further, an analysis of publicly-traded comparable companies is 
not mathematical; rather it involves complex consideration and judgments        
concerning differences in financial and operating characteristics of the        
Comparable Companies and other factors that could affect the public trading of  
the Comparable Companies.                                                       

Discounted Cash Flow. Capitalink performed several discounted cash flow         
analyses, aggregating (x) the present value of projected unlevered free cash    
flows over a forecast period (the "Forecast Period"), with (y) the present value
of the terminal value at the end of such period. Free cash flow represents the  
amount of cash generated and available for principal, interest and dividend     
payments after providing for ongoing business operations. The Forecast Period is
comprised of the six months ending February 2002, and the fiscal years ending   
February 2003 through 2004, and such projections were derived from historical   
financial information and operating data provided by BCTI (the "Management      
Case"). Capitalink also modified certain BCTI management assumptions in deriving
a revision to the Management Case (the "Revised Case"). Specifically, the       
Revised Case assumed zero growth rates with respect to royalty income and paper 
sales, both of which were assumed to be negative in the Management Case.        

In order to arrive at a present value of the free cash flows over the Forecast  
Period, Capitalink utilized discount rates ranging from 25.0% to 37.5%, which   
were chosen based upon assumptions relating to interest rates, the inherent     
business risk of BCTI, and BCTI's estimated weighted average cost of capital.   

The range of terminal values represents the residual value of BCTI at the end of
the Forecast Period. Capitalink presented a range of terminal values by applying
ranges of implied multiples to the BCT EBITDA in the final year of the          
respective Forecast Period. In addition, Capitalink presented a perpetual growth
scenario whereby a range of growth rates was applied to BCT's 2004 free cash    
flows in order to determine a terminal value, rather than multiples.            

Under the Management Case and based upon a range of terminal multiples of EBITDA
for fiscal year 2004 of 2.75x to 5.00x, the estimated enterprise value of BCTI  
ranged from approximately $688,000 to approximately $1.7 million; after adding  
Net Cash of approximately $5.1 million, the estimated equity value of BCTI      
ranged from approximately $5.8 million to approximately $6.9 million. Such      
analysis resulted in a mid-point average of estimated equity values of $6.3     
million, or $1.22 per share, with a high of $1.33 per share and a low of $1.13  
per share. Such per share calculation is based on 5,136,000 shares assumed      
outstanding, comprised of 5,121,000 shares outstanding as of August 31, 2001,   
and 15,000 shares to be issued upon the assumed exercise of options with a per  
share exercise price less than or equal to $1.12.                               

Under the Management Case and based upon a terminal growth rate ranging from    
3.25% to 4.50%, the estimated enterprise value of BCTI ranged from approximately
$263,000 to approximately $716,000; after                                       

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adding Net Cash of approximately $5.1 million, the estimated equity value of    
BCTI ranged from approximately $5.4 million to approximately $5.9 million. Such 
analysis resulted in a mid-point average of estimated equity values of $5.6     
million, or $1.09 per share, with a high of $1.14 per share and a low of $1.09  
per share, based on 5,136,000 shares outstanding.                               

Under the Revised Case and based upon a range of terminal multiples of EBITDA   
for fiscal year 2004 of 2.75x to 5.00x, the estimated enterprise value of BCTI  
ranged from approximately $1.4 million to approximately $3.3 million; after     
adding Net Cash of approximately $5.1 million, the estimated equity value of    
BCTI ranged from approximately $6.5 million to approximately $8.5 million. Such 
analysis resulted in a mid-point average of estimated equity values of $7.4     
million, or $1.44 per share, with a high of $1.65 per share and a low of $1.27  
per share, based on 5,136,000 shares outstanding.                               

Under the Revised Case and based upon a terminal growth rate ranging from 3.25% 
to 4.50%, the estimated enterprise value of BCTI ranged from approximately      
$731,000 to approximately $1.7 million; after adding Net Cash of approximately  
$5.1 million, the estimated equity value of BCTI ranged from approximately $5.9 
million to approximately $6.8 million. Such analysis resulted in a mid-point    
average of estimated equity values of $6.2 million, or $1.21 per share, with a  
high of $1.33 per share and a low of $1.14 per share, based on 5,136,000 shares 
outstanding.                                                                    

It is noted that under both the Management Case and the Revised Case, the       
terminal value represented over 100% of the implied enterprise value in each of 
the EBITDA multiple and perpetual growth scenarios. Further, it is noted that   
the Net Cash represented in excess of 70% of the calculated equity value under  
both the Management and Revised Cases.                                          

Premiums Paid Analysis. Capitalink compared the consideration in the merger     
($1.13) to the BCTI closing price per share as of November 16, 2001, and to the 
average closing prices per share over varying time periods. The premium of the  
per share consideration in the merger over the respective closing, or average   
closing, prices was noted.                                                      

                           Closing Price
                                              per Share                Premium

As of November 16, 2001                        $ .6900                   63.8%  
Prior day closing price                        $ .7000                   61.4%  
Prior 5 day avg. closing price                 $ .6140                   84.0%  
Prior 10 day avg. closing price                $ .5970                   89.3%  
Prior 20 day avg. closing price                $ .6165                   83.3%  
Prior 30 day avg. closing price                $ .6503                   73.8%  
Prior 60 day avg. closing price                $ .6843                   65.1%  
Prior 90 day avg. closing price                $ .7677                   47.2%  
Prior six month avg. closing price             $ .8666                   30.4%  
Prior year avg. closing price                  $1.0869                    4.0%  

Acquisition Premiums Analysis. Capitalink reviewed the acquisition premiums     
offered in (i) acquisitions since January 1, 2001 where the enterprise value of 
the acquired company was less than $25 million ("Total Market Transactions"),   
and (ii) acquisitions of minority interests since January 1999 with a deal size 
less than $25 million ("Minority Acquisitions"). Capitalink reviewed the        
one-day, five-day, and thirty-day (Minority Acquisitions only) premiums.        

After determining the (i) high, (ii) mean, (iii) median, and (iv) low premiums  
paid in each of the sets of transactions, such premiums were applied to the BCTI
share price for the (i) prior one day, (ii) average prior five days, (iii)      
average prior thirty days (only Minority Acquisitions), to arrive at an implied 
range of market value per share, as set forth below.                            

Premiums                             High   Mean   Median    Low                

Based on Total Market Transactions                                              
----------------------------------                                              

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Prior One Day                        $2.59  $1.20  $1.05    $0.72               
Prior Five Day                       $3.33  $1.09  $0.96    $0.48               

Based on Minority Acquisitions                                                  
------------------------------                                                  
Prior One Day                        $2.67  $1.01  $0.88    $0.69               
Prior Five Day                       $2.58  $0.91  $0.81    $0.60               
Prior Thirty Day                     $2.38  $1.01  $0.90    $0.72               

None of the Total Market Transactions or the Minority Acquisitions is identical 
to the merger. Accordingly, an analysis of comparable business combinations is  
not mathematical, rather it involves complex considerations and judgements      
concerning differences in financial and operating characteristics of the Total  
Market Transactions or the Minority Acquisitions and other factors that could   
affect the respective acquisition values.                                       

Adjusted Net Book Value Analysis. The adjusted net book value analysis is a     
balance sheet oriented methodology whereby a company's balance sheet is restated
to fair market value. This involves the revaluation of the assets and           
liabilities recorded on the balance sheet, and the identification and valuation 
of otherwise unrecorded tangible and intangible assets and liabilities. In the  
use of the net book value analysis, Capitalink assumed the value of BCTI in an  
orderly liquidation. In such a liquidation scenario, Capitalink assumed that the
assets would be sold piecemeal, not as part of a mass assemblage. It was further
assumed that the assets would be given adequate exposure in their normal        
secondary market, and there would be an incurred liquidation cost.              

Capitalink utilized BCTI's balance sheet as of August 31, 2001, the latest      
available financial data prior to the date of the Capitalink Opinion. Such      
balance sheet indicates a net book value, prior to any adjustments, of          
approximately $14.5 million.                                                    

Both inventory and plant and equipment were discounted significantly based on   
their specialized natures and the existence of a limited marketplace.           

As of August 31, 2001, BCTI had an aggregate of $7,284,000 in notes receivable  
from 31 of its franchisees (the "Notes"). Based on discussions with Company     
management, Capitalink estimated the payment probability for the Notes based on 
the franchisee's performance record, debt balances, management quality, and     
local market. In addition to $3,814,000 in projected cash receipts on the Notes,
based on discussions with Company management, it was estimated that BCTI would  
collect an aggregate $2,018,000 from the collateral and guarantees securing the 
Notes. Therefore, a total of $5,832,000 was estimated to be collected over the  
term of the Notes.                                                              

Based upon BCTI's weighted average cost of capital as calculated in connection  
with the discounted cash flow analysis, Capitalink estimated the discounted     
value of the Notes to be approximately $2,780,000, which is the amount reflected
in the adjusted net book value analysis.                                        

The adjusted net book value of $6,516,000 would be further reduced by assumed   
liquidation costs of 20%, resulting in fair market value of approximately       
$5,213,000, or $1.02 per share.                                                 

Historical Financial Data Analysis. Capitalink reviewed and analyzed certain    
financial information for BCTI as reported in its annual reporets on Form 10-K  
and its quarterly reports on Form 10-Q, including audited and unaudited         
financial statements. In addition, Capitalink undertook reviews of the          
franchisees' historical paper and overall sales.                                

Historical Stock Price Analysis. Capitalink reviewed the daily closing market   
price and trading volume of the BCTI common stock over the period from November 
16, 2000 through November 16, 2001. Capitalink compared the daily closing market
price performance of the BCTI common stock for such period to both the          
Comparable Companies and the Russell 3000 Index. Capitalink calculated total    
trading volumes at                                                              

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various closing price ranges of BCTI common stock. In addition, the number of   
trading days, and the respective percentages, at certain trading volume, were   
set forth. Based on its review, Capitalink determined that the $1.13 per share  
proposal represented a premium to the average BCTI stock price during the prior 
one-year period.                                                                

Capitalink performed a variety of financial and comparative analyses for the    
purpose of rendering the Capitalink Opinion. While the foregoing summary        
describes all material analyses and factors reviewed by Capitalink with the     
Special Committee of BCTI's Board, it does not purport to be a complete         
description of the presentations by Capitalink to the Special Committee of      
BCTI's Board or the analyses performed by Capitalink in arriving at the         
Capitalink Opinion. The preparation of a fairness opinion is a complex process  
and is not necessarily susceptible to partial analysis or summary description.  
Capitalink believes that its analyses must be considered as a whole and that    
selecting portions of its analyses and of the factors considered by it, without 
considering all analyses and factors, could create a misleading view of the     
processes underlying the Capitalink Opinion. In addition, Capitalink may have   
given various analyses more or less weight that other analyses, and may have    
deemed various assumptions more or less probable than other assumptions, so that
the range of valuations resulting from any particular analysis described above  
should not be taken to be Capitalink's view of the actual value of BCTI. In     
performing its analyses, Capitalink made numerous assumptions with respect to   
industry performance, general business and economic conditions and other        
matters, many of which are beyond the control of BCTI. The analyses performed by
Capitalink are not necessarily indicative of actual values or actual future     
results, which may be significantly more or less favorable than suggested by    
such analyses. In addition, analyses relating to the value of businesses or     
assets do not purport to be appraisals or to necessarily reflect the prices at  
which businesses or assets may actually be sold. The analyses performed were    
prepared solely as part of Capitalink's analysis of the fairness of the         
consideration to be received in the merger, from a financial point of view, to  
the shareholders of BCTI, other than the acquisition group, and were provided to
the Special Committee of BCTI's Board in connection with the delivery of the    
Capitalink Opinion.                                                             

In connection with advisory services related to the merger and the issuance of  
the Capitalink Opinion, Capitalink received a fee of $70,000. BCTI has agreed to
reimburse Capitalink for its reasonable travel and other transaction expenses   
incurred in connection with its engagement and to indemnify Capitalink and its  
affiliates against certain liabilities that may arise out of the rendering of   
the Capitalink opinion. Further, as of the date of the Capitalink Opinion, a    
principal of Capitalink beneficially owned 4,000 shares of BCTI common stock.   

Capitalink is an investment banking firm that, as part of its investment banking
business, regularly is engaged in the evaluation of businesses and their        
securities in connection with mergers, acquisitions, and private placements.    

The full text of Capitalink's findings and opinion dated November 20, 2001,     
which were presented to the special committee and our board of directors, have  
been included as Exhibits (c)(1) and (c)(2), respectively, to the Schedule 13E-3
filed in connection with the merger, and the foregoing letters are also         
available for inspection and copying at the corporate offices of BCTI during our
regular business hours.                                                         

REASONS FOR THE RECOMMENDATIONS OF THE SPECIAL COMMITTEE AND OUR BOARD OF       
DIRECTORS                                                                       

The special committee and our board of directors unanimously recommend that     
BCTI's common stockholders adopt and approve the merger and the merger          
agreement. In considering whether to approve the merger and the merger          
agreement, the special committee and our board of directors considered a number 
of factors that they believed supported their recommendation. In view of the    
wide variety of factors considered in connection with the evaluation of         
Phoenix's offer, the special committee and our board of directors did not find  
it practicable to, and did not, quantify or otherwise attempt to assign relative
weights to the specific factors they considered in reaching their               
recommendations. In reaching their recommendations, the special committee and   
our board of directors considered a number of factors both for and against      
recommending the merger, including the following factors which weighed in favor 
of the merger:                                                                  

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       o        the merger will provide BCTI stockholders with a substantial
                 premium for their shares compared to the market price of BCTI
              common stock prior to the announcement of the transaction;

 o        BCTI stock is highly illiquid and BCTI has experienced
                declining sales and income for the past two fiscal years and
          these negative trends are expected to continue despite
             management's substantial efforts to reverse those trends;

       o        the consideration to be received by BCTI stockholders in the
merger will consist entirely of cash;       

    o        the likelihood of the consummation of the merger, and the
          prompt anticipated closing date of the merger, and the
            representation of Phoenix that it has funds available to
complete the merger;                        

        o        as a result of negotiations between the special committee and
         representatives of Phoenix, the price offered for the
shares in the merger was increased;         

o        the costs and factors previously identified as being 
                  associated with remaining a public company would likely not be
                  offset by the benefits of providing stockholders with a liquid
investment;                                 

      o        the presentation of Capitalink and the special committee at
                  our board of directors meeting on November 26, 2001, including
                  the opinion of Capitalink as to the fairness, from a financial
                point of view, of the merger consideration to the holders of
              BCTI common stock (other than the acquisition group). BCTI
                stockholders are urged to read the Capitalink opinion in its
           entirety, the full text of which appears in Appendix B;

      o        our board of directors' knowledge of the negative trends in
               BCTI's business, operating results and prospects, which our
                board of directors considered in light of the premium to our
                stock price offered under the terms of the merger agreement;

     o        the limitations BCTI suffered and would likely continue to
             suffer as a small public company delisted from the Nasdaq
           Stock Market and now trading on the OTC Bulletin Board,
               including its limited trading volume, lack of institutional
                 sponsorship and lack of research attention from analysts, all
                 of which adversely affect the trading market and the value of
the BCTI stock;                             

     o         as discussed on page 9 (The Merger - Appraisal Rights), the
                fact that Delaware law entitles BCTI common stockholders who
             do not vote in favor of the merger and who file a written
           objection with BCTI to obtain the "fair value" of their
                 shares, as determined by a court, if the merger is completed;

       o        the merger agreement permits BCTI to furnish information to,
               or to participate in discussions and negotiations with, any
          person or entity that makes an unsolicited acquisition
                proposal and to modify or withdraw its recommendation of the
               merger or recommend an alternative acquisition proposal and
               terminate the merger agreement, if to do so otherwise would
               constitute a breach of its fiduciary duties to stockholders
                 under applicable law; although, as described above, our board
            of directors did not believe that a superior third party
proposal would be made;                     

    o        our board of directors' belief that the merger agreement,
               including the requirement of reimbursement of out-of-pocket
          expenses payable to Phoenix if the merger agreement is
               terminated for any of the reasons discussed on page 47 (The
                Merger Agreement - Fees, Expenses and Other Payments) should
     not unduly discourage superior third party offers

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                  and that BCTI, subject to certain conditions, may enter into a
                superior proposal with another party simultaneously with the
                 termination of the merger agreement upon reasonable notice to
             Phoenix of its intent to enter into such negotiations and
superior proposal;                          

o        the special committee's belief that, after extensive 
               negotiations by and on behalf of the special committee with
                  Phoenix and its representatives, BCTI has obtained the highest
   price per share that Phoenix is willing to pay;

     o        the fact that no third party has expressed any interest in
                  acquiring BCTI or its assets despite ample publicity regarding
                the proposed merger transaction, and the board's and special
             committee's belief that no other buyer would be likely to
     provide a superior value to the stockholders; and

   o        our board of directors' concern that the debt and equity
             markets could deteriorate further in the future, with the
                  effect that the per share price offered to BCTI's stockholders
                 in the merger may not be available in the foreseeable future.

The special committee and our board of directors also considered a variety of   
risks and other potentially negative factors concerning the merger. These       
included the following:                                                         

o        that the cash consideration to be received by a BCTI 
                  stockholder will generally be taxable to the stockholder in an
          amount equal to the excess of the amount of the merger
                consideration over the stockholder's tax basis in his or her
shares of BCTI's stock;                     

      o        that the cash consideration per share to be received by our
                stockholders in the merger is less than the $2.78 book value
per share of such shares;                   

o        following the merger, BCTI stockholders will cease to
                 participate in any future earnings growth of BCTI, or benefit
from any increase in the value of BCTI; and 

       o        should the merger not be consummated at BCTI's request, BCTI
            will have significant unrecouped expenses related to the
                 failed transaction, including, in all likelihood, the payment
      of Phoenix's expenses up to a maximum of $100,000.

In considering the merger, the special committee and our board of directors took
into account Capitalink's analysis of the value per share of BCTI common stock. 
While the special committee and our board of directors reviewed with Capitalink 
its financial analysis and reviewed with officers of BCTI its historical and    
projected results, the special committee and our board of directors did not     
independently generate their own separate financial analysis of the merger      
transaction.                                                                    

While the special committee and the board recognized that certain of the        
Capitalink analyses yielded implied per share equity values greater than the per
share merger consideration, the special committee and the board understood that 
the analyses must be viewed as a whole, and that particular emphasis should not 
be placed on any individual analysis or even a selected number of individual    
analyses. For example, the greater implied per share equity values yielded by   
certain scenarios of the discounted cash flow analysis were based on future     
projected cash flows and were subject to variables and uncertainties not in     
BCTI's control. The special committee and the board considered such analysis, in
addition to the analyses based on BCTI's historical performance.                

After considering these factors, the special committee and our board of         
directors concluded that the positive factors outweighed the negative factors.  
Because of the variety of factors considered, the special committee and our     
board of directors did not find it practicable to, and did not make specific    
assessments of, quantify or otherwise assign relative weights to the specific   
factors considered in reaching their determination. In considering the factors  
described above, individual members of the special committee and our board of   
directors may have given different weight to different factors. The special     
committee and our board of                                                      

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directors relied on the experience and expertise of Capitalink for quantitative 
analysis of the financial terms of the merger. For additional information about 
the Capitalink opinion, see pages 18-24 (Special Factors - Opinion of           
Capitalink). The determination was made after consideration of all of the       
factors together.                                                               

While BCTI has faced negative trends in its business and operations for at least
the past three fiscal years, until recently the board believed that there was a 
good chance that those trends could be reversed, especially given the potential 
of BCTI's Internet-based ordering system, Orderprinting.com. While              
Orderprinting.com has helped to partially offset the general decline in BCTI's  
revenues and profits, it has not been able to restore BCTI to a path of growth  
and has required significant and ongoing capital investment. Given the limited  
success of Orderprinting.com and the absence of any other source of growth for  
BCTI, the board and the special committee believe that BCTI's negative trends   
will continue for the foreseeable future and that the proposed merger           
transaction at this time is in the best interests of BCTI's stockholders (other 
than the acquisition group).                                                    

The special committee and our board of directors have approved the merger and   
the merger agreement and have determined that it is fair to, and in the best    
interests of, BCTI's stockholders, other than the acquisition group;            
accordingly, the special committee and our board of directors unanimously       
recommend that you vote "FOR" the adoption and approval of the merger and the   
merger agreement.                                                               

RECOMMENDATION OF THE SPECIAL COMMITTEE                                         

On November 20, 2001, the Special Committee: (1) determined that the Merger     
Agreement and the terms of the Merger are substantively fair to and in the best 
interests of BCTI's stockholders (other than the acquisition group), (2)        
determined that the Merger Agreement and the Merger should be approved and      
declared advisable by the BCTI Board and (3) resolved, subject to the terms and 
conditions of the Merger Agreement, to recommend that BCTI's stockholders       
approve and adopt the Merger Agreement and the Merger.                          

In reaching the recommendations described above, the Special Committee          
considered a number of factors. In the judgment of the Special Committee it is  
not practicable to quantify the weight assigned to each factor by the Special   
Committee in its consideration. Among the factors considered were the following:

 1. BCTI's Operating and Financial Condition. The Special Committee took
into account the current and historical financial condition and results of      
operations of BCTI, as well as the prospects and strategic objectives of BCTI,  
including the risks involved in achieving those prospects and objectives, and   
the current and expected conditions in the wholesale printing industry. In      
assessing BCTI's financial condition, the Special Committee gave particular     
consideration to BCTI's net liquidation value of $1.02 as reflected in the      
analysis prepared for the Special Committee by Capitalink.                      

 2. Capitalink Fairness Opinion. The Special Committee took into account
presentations from Capitalink and the oral opinion of Capitalink given on       
November 20, 2001, subsequently confirmed in writing, that, as of the date of   
the opinion and subject to the assumptions, qualifications and limitations set  
forth in the opinion, the merger price is fair from a financial point of view to
BCTI's stockholders (other than Phoenix and its affiliates). A copy of the      
opinion rendered by Capitalink is attached to this Proxy Statement as Appendix B
and is incorporated herein by reference. Stockholders should read this opinion  
in its entirety.                                                                

3. Transaction Financial Terms/Premium to Market Price. The Special   
Committee considered the relationship of the merger price to be received by the 
stockholders of BCTI (other than Phoenix and its affiliates) in the merger      
pursuant to the merger agreement to the historical market prices for the Shares.
The merger price represents a premium of 88% over the reported closing sale     
price on the last full trading day prior to the announcement of the proposed    
transaction, a premium of 83.8% over the 30-day average closing sale price prior
to such date and a premium of 32.9% over Mr. Wilkerson's initial offer price of 
$0.85 per Share.                                                                

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  The Special Committee believes that, after the extensive negotiations by
and on behalf of the Special Committee with the acquisition group and its       
representatives, BCTI has obtained the highest price per Share that the         
acquisition group is willing to pay. The Special Committee took into account the
fact that the terms of the Merger were determined through negotiations between  
the acquisition group and the Special Committee and its financial and legal     
advisors, none of whom has a current relationship with the acquisition group.   
The Special Committee also concluded that, based upon the extensive negotiations
between the Special Committee and the acquisition group that had occurred,      
recent negative revenue and earnings trends for BCTI, recent negative trends in 
BCTI's industry and in the capital markets and Mr. Wilkerson's apparent         
inability to finance a higher price, it was not likely that a price higher than 
$1.13 could be obtained and that, based upon statements made by Mr. Wilkerson to
members of the Special Committee, further negotiation could cause the           
acquisition group to abandon the transaction.                                   

4. Stock Performance. The Special Committee took into account the     
historical and projected market price of BCTI' shares of common stock, the small
public float and low trading volume of such stock and the difficulty of a       
company of the size and type of BCT attracting market acceptance. The Special   
Committee also considered the effect of the recent delisting of BCTI's common   
stock by Nasdaq.                                                                

5. Mr. Wilkerson's Unwillingness to Sell BCTI. The Special Committee  
considered the fact, as confirmed by Mr. Wilkerson to the Special Committee,    
that Mr. Wilkerson is presently and in the foreseeable future uninterested in   
selling all or substantially all of his and Phoenix's shares of BCTI's Common   
Stock or causing BCTI to sell all or substantially all of BCTI's assets.        
Accordingly, the Special Committee concluded that an acquisition of BCTI by a   
third party was not a feasible alternative and that the $1.13 price was the best
alternative for holders of BCTI Common Stock.                                   

     6. Limited Conditions to Consummation. The Special Committee considered the
fact that the obligation of Phoenix to consummate the merger is subject to a    
limited number of conditions, with no financing condition.                      

 7. Ability of Special Committee to Withdraw Recommendation. The Special
Committee took into account that fact the merger agreement allows the BCTI Board
to withdraw its recommendation regarding the merger agreement if it determines  
in good faith, that such withdrawal is required in order to satisfy its         
fiduciary duties under applicable law.                                          

     8. Appraisal Rights. The Special Committee considered the fact that holders
of BCTI common stock who do not vote in favor of the Merger will have the right 
to dissent from the Merger and to demand appraisal of the fair value of their   
shares under the Delaware General Corporation Law (as described under "Special  
Meeting - Appraisal Rights").                                                   

   The Special Committee determined that the Merger Agreement and the Merger
are procedurally fair because, among other things: (1) the Special Committee    
consisted of independent directors appointed to represent the interests of      
holders of BCTI's common stock (other than Phoenix and its affiliates), (2) the 
Special Committee retained and was advised by its own independent legal counsel,
(3) the Special Committee retained Capitalink, an independent party, to deliver 
a fairness opinion, (4) of the nature of the deliberations pursuant to which the
Special Committee carefully evaluated the Merger and alternatives thereto and   
(5) the $1.13 per share offer price resulted from bargaining between the Special
Committee and its financial and legal advisors, on the one hand, and the        
acquisition group and its legal advisor, on the other.                          

       The Special Committee recognized that the Merger is not structured to
require the approval of a majority of the holders of BCTI common stock other    
than the acquisition group and its affiliates and that the acquisition group    
currently has sufficient voting power to approve the Merger without the         
affirmative vote of any other holder; however, the Special Committee also       
recognized that holders of BCTI stock who disapproved of the merger would have  
the right to ask for appraisal of the fair value of their shares. The Special   
Committee also recognized that the Merger Agreement permits BCTI to furnish     
information to, or to participate in discussions and negotiations with, any     
person or entity that makes an unsolicited acquisition proposal and permits the 
Board of Directors to modify or withdraw its recommendation of the merger or    
recommend an alternative acquisition proposal and terminate the merger          
agreement, if to do                                                             

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otherwise would constitute a breach of its fiduciary duties under applicable    
law. In such an event, BCTI would only be required to pay the acquisition group 
an amount equal to its reasonable expenses, not to exceed $100,000. The Special 
Committee concluded that the terms of the Merger Agreement would not unduly     
discourage a superior third-party offer.                                        

The Special Committee considered the net book value of the BCTI common
stock in determining whether to accept the acquisition group's offer of $1.13   
per share, but did not assign significant weight to such consideration because  
it believed that net book value substantially overvalued certain of BCTI's      
assets, including inventory, plant and equipment and notes receivable. The      
Special Committee did evaluate BCTI as a going concern through various analyses 
performed by Capitalink, including in particular the discounted cash flow       
analysis prepared by Capitalink in connection with its fairness opinion, which  
takes into account financial forecasts. See "Special Factors - Opinion of       
Capitalink - Discounted Cash Flow Analysis." While three of the four scenarios  
in Capitalink's discounted cash flow analysis yielded implied per share equity  
values greater than the per share merger consideration, the Special Committee   
assigned only limited value to these analyses because they were based on future 
projected cash flows and were subject to variables and uncertainties outside of 
BCTI's control.                                                                 

   The Special Committee also considered the fact that the acquisition group
and its affiliates purchased 618,482 shares at $1.50 per share in August 2001   
and 623,782 shares at $1.75 per share in September 2001, both of which prices   
substantially exceed the $1.13 per share consideration in the Merger. These     
prices were determined pursuant to arms length negotiations between Mr.         
Wilkerson and the selling shareholders. The Special Committee did not assign    
significant weight to these transactions because it believed that, while Mr.    
Wilkerson was willing to pay a premium to acquire these two blocks of shares,   
which gave him voting control overt BCTI, neither he nor any third party would  
be willing to pay more than $1.13 to acquire the shares held by BCTI's public   
stockholders. The Special Committee also considered that Phoenix purchased      
454,036 shares of BCTI stock at a price of $.90 per share, substantially below  
the proposed merger consideration, in nine private arms-length transactions     
between August and October 2001.                                                

BCTI'S POSITION AS TO THE FAIRNESS OF THE MERGER                                

Our Board believes that the consideration to be received in the merger by our   
stockholders (other than the acquisition group) is substantively fair to such   
holders. This belief is based on the following:                                 

         o        the merger consideration represents an 88% premium over $0.60,
                  the closing price of our common stock on the last full trading
             day prior to BCTI's November 27, 2001 announcement of the
               proposed merger; our board of directors considered the fact
                 that the merger consideration of $1.13 per share represents a
                  5.6% premium over the average closing price of $1.07 per share
                 of our common stock for the one year period prior to November
                  27, 2001. For additional information, see page 11 (Comparative
Market Price Data);                         

      o        the merger consideration to be paid in the merger agreement
                 represents a multiple of 8.7 times our earnings per share for
the 12 month period ended February 28, 2001;

       o        our common stock has not been paid any dividends in the last
             five years, nor is there a means to compel the payment of
                dividends. As a result, the merger provides a means by which
               our common stockholders can have each share of common stock
converted into $1.13 per share in cash;     

         o        we have been experiencing declining sales and earnings for the
            past two fiscal years, and based on our knowledge of our
           industry and economic trends, we believe that there are
                significant risks to our common stockholders with respect to
                 such stockholders' ability, in the future, to realize as much
            as $1.13 per share for their shares, since a third party
                  acquisition is unlikely and our estimated liquidation value is
less than $1.13;                            

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        o        the opinion of Capitalink that the merger consideration to be
       received by our common stockholders (other than the
                 acquisition group) was fair from a financial point of view to
               our common stockholders (other than the acquisition group);

      o        the merger agreement was extensively negotiated between the
    representatives of the special committee and the
representatives of Phoenix; and             

        o        the factors considered by the special committee and our board
               of directors, and the analysis of the special committee and
                  our board of directors referred to in page 24 (Special Factors
                  - Reasons for the Recommendations of the Special Committee and
          Our Board of Directors) and page 27 (Special Factors -
Recommendation of the Special Committee).   

In addition, we believe that the merger is procedurally fair to our stockholders
(other than the acquisition group). In reaching this conclusion, we considered  
the fact that the merger is not conditioned upon the approval of a majority of  
the BCTI stockholders not affiliated with the acquisition group, as well as the 
fact that there are no provisions in the merger agreement to grant unaffiliated 
stockholders access to the corporate files of the acquisition group or to obtain
counsel or appraisal services at the expense of the acquisition group. It was   
our belief in the procedural fairness of the merger is based on the following   
factors:                                                                        

        o        the opinion of Capitalink that the merger consideration to be
       received by our common stockholders (other than the
                 acquisition group) was fair from a financial point of view to
               our common stockholders (other than the acquisition group);

  o        the approval of the merger by all of the members of the
                  special committee and the fact that the members of the special
                 committee, based on the factors described in page 24 (Special
            Factors - Reasons for the Recommendations of the Special
              Committee and Our Board of Directors) and page 27 (Special
                  Factors - Recommendation of the Special Committee), determined
                 that the merger is fair and in the best interests of BCTI and
                  our common stockholders (other than the acquisition group) and
    declared that the merger agreement is desirable;

   o        the members of the special committee, who negotiated the
               transaction on behalf of our stockholders, are not officers
             or employees of BCTI and are not affiliated with Phoenix;

         o        the merger was unanimously approved by our board of directors,
                  including all of the members of our board of directors who are
           neither employees nor affiliates of Phoenix; William A.
            Wilkerson abstained from the vote to approve the merger;

  o        the special committee retained Capitalink, which is not
               affiliated with Phoenix's or BCTI's management, to render a
                  fairness opinion with respect to the merger consideration; and

         o        the special committee engaged the Chicago law firm of Gardner,
                 Carton and Douglas, which is not affiliated with Phoenix's or
                our management, to serve as the independent legal advisor to
the special committee.                      

       o        holders of BCTI Common Stock who do not vote in favor of the
                merger will have the right to dissent from the merger and to
                demand appraisal of the fair value of their shares under the
Delaware General Corporation Law;           

       o        unaffiliated stockholders have free and convenient access to
           extensive information regarding BCTI, Mr. Wilkerson and
               Phoenix through the U.S. Securities and Exchange Commission
website located at www.SEC.gov; and         

        o        the unaffiliated stockholders also have significant statutory
               rights to review the BCTI corporate records pursuant to the
Delaware General Corporation Law.           

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After considering the foregoing, we believe the merger consideration to be fair 
to our common stockholders (other than the acquisition group). In reaching this 
determination we have not assigned specific weights to particular factors, and  
have considered all factors as a whole. None of the factors that we considered  
led us to believe that the merger was unfair to our stockholders, other than the
acquisition group.                                                              

None of the members of our board of directors, in their respective capacity as  
such, received any reports, opinions or appraisals from any outside party       
relating to the merger or the fairness of the consideration to be received by   
our common stockholders (other than the acquisition group), other than the      
opinion and related analyses received from Capitalink. See page 32 (Conflicts of
Interest).                                                                      

THE ACQUISITION GROUP'S POSITION AS TO THE FAIRNESS OF THE MERGER               

Each member of the acquisition group, which includes Phoenix, Phoenix           
Acquisition Corp., and Mr. Wilkerson, believes that the consideration to be     
received in the merger by the BCTI stockholders (other than the acquisition     
group) is substantively fair to such holders. This belief is based on the       
following factors:                                                              

         o        the special committee and its advisors successfully negotiated
                  an increase in the merger consideration to be paid to the BCTI
      common stockholders from $0.85 to $1.13 per share;

       o        the merger will provide consideration to the holders of BCTI
           common stock entirely in cash and is not subject to any
financing conditions;                       

         o        the per share price to be paid in the merger represents an 88%
                  premium over the reported closing price of $0.60 for shares of
                  BCTI common stock on November 26, 2001, which was the last day
               on which shares of BCTI common stock traded prior to BCTI's
                 November 27, 2001 announcement of the execution of the merger
                 agreement; the acquisition group considered the fact that the
             merger consideration of $1.13 per share represents a 5.6%
                 premium over the average closing price of $1.07 per share for
                 the shares of BCTI common stock for the one year period prior
to November 27, 2001;                       

o        the consideration to be paid in the merger agreement 
                represents a multiple of 8.7 times BCTI's earnings per share
    for the 12 month period ended February 28, 2001;

       o        the common stock has not been paid any dividends in the last
             five years, nor is there a means to compel the payment of
                dividends. As a result, the merger provides a means by which
                  BCTI's common stockholders can have each share of common stock
converted into $1.13 per share in cash;     

         o        BCTI has been experiencing negative sales growth and declining
           earnings in the past two fiscal years, and based on the
           acquisition group's knowledge of the wholesale printing
                industry and economic trends, the acquisition group believes
                that there are significant risks to BCTI common stockholders
                 with respect to such stockholders' ability, in the future, to
            realize as much as $1.13 per share for their shares; and

   o        the acquisition group believes that BCTI is too small to
               continue to support the expenses of being a public company,
                which include the cost of securities counsel and independent
                  accountants for securities compliance, preparing, printing and
               mailing certain corporate reports, directors' and officers'
            insurance and the cost of investor relations activities.

In addition, the acquisition group believes that the merger is procedurally fair
to BCTI's stockholders (other than the acquisition group). This belief is based 
on the following factors:                                                       

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o                 the merger consideration and the other terms and conditions of
      the merger agreement were the result of good faith
              negotiations between the acquisition group and the special
                  committee. Because the special committee consists of directors
                who are neither officers nor employees of BCTI or affiliated
         with the acquisition group, and who have no financial
          interests in the proposed merger different from BCTI's
        stockholders, the special committee has been able to
                 effectively represent the interests of the BCTI stockholders;

      o        the merger was unanimously approved by BCTI's directors who
    are neither employees nor affiliates of Phoenix;

      o        the special committee retained and received an opinion from
            Capitalink, which is not affiliated with the acquisition
group;                                      

        o        the special committee engaged the law firm of Gardner, Carton
                  & Douglas, which is not affiliated with the acquisition group,
           to serve as an independent legal advisor to the special
committee; and                              

       o        the merger agreement provides the special committee with the
                right to solicit other offers for the purchase of BCTI prior
           to the common stockholders' meeting to which this proxy
               statement relates, and, subject to the payment of Phoenix's
              reasonable expenses (not to exceed $100,000), the right to
                  accept such offer if, in the exercise of its fiduciary duties,
               the special committee determines that the acceptance of the
          better offer would be in the best interest of the BCTI
             stockholders, which information was made available in the
                press release of BCTI announcing the execution of the merger
            agreement and in an advertisement in trade and financial
         publications at the request of counsel to the special
committee.                                  

       o        holders of BCTI Common Stock who do not vote in favor of the
                merger will have the right to dissent from the merger and to
                demand appraisal of the fair value of their shares under the
Delaware General Corporation Law;           

       o        unaffiliated stockholders have free and convenient access to
           extensive information regarding BCTI, Mr. Wilkerson and
               Phoenix through the U.S. Securities and Exchange Commission
website located at www.SEC.gov; and         

        o        the unaffiliated stockholders also have significant statutory
               rights to review the BCTI corporate records pursuant to the
Delaware General Corporation Law.           

The acquisition group considered each of the foregoing factors to support its   
determination as to the fairness of the merger. The acquisition group did not   
find it practicable to assign, nor did it assign relative weights to the        
individual factors considered in reaching its conclusion as to fairness.        
Moreover, although Capitalink provided the special committee and BCTI's board of
directors with a fairness opinion with respect to the merger consideration, the 
acquisition group did not rely on the analysis in such opinion since it was     
specifically addressed to the special committee and BCTI's board of directors   
and Capitalink was not retained by the acquisition group.                       

PURPOSES AND STRUCTURE OF THE MERGER                                            

The purposes of the proposed transaction are (i) to permit BCTI stockholders to 
realize a premium over the market price at which their shares traded prior to   
the announcement of the signing of the merger agreement, (ii) to permit the     
acquisition group to increase their ownership of BCTI from approximately 52.6%  
to 100% and (iii) to permit BCTI to become a privately held corporation.        

The proposed transaction has been structured as a going private cash merger of  
Phoenix Acquisition Corp. into BCTI. BCTI will be the surviving corporation in  
the merger and, upon completion of the merger will                              

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be a privately held wholly-owned subsidiary of Phoenix. The transaction has been
structured as a going private transaction to permit the acquisition group to own
100% of a privately held corporation, as a cash merger to provide the holders of
common stock, other than the acquisition group, with cash for all of their      
shares and to provide for an orderly transfer of majority ownership of BCTI with
reduced transaction costs.                                                      

CERTAIN EFFECTS OF THE MERGER                                                   

As a result of the Merger, all of the common stock of BCTI will be owned by     
Phoenix. Consequently, Phoenix's interest in BCTI's net book value and net      
earnings will increase from approximately 52.6% to 100%. After adjusting for the
effect of the merger, Phoenix's ownership interest in BCTI's net book value, as 
of November 30, 2001, will increase from $7,801,106 to $14,831,000 and Phoenix's
ownership interest in BCTI's net income for the nine months ended November 30,  
2001, will increase from $153,066 to $291,000. The remaining shareholders of    
BCTI's common stock will have no further interest in BCTI except their right to 
receive cash consideration of $1.13 per share. The receipt of the cash          
consideration pursuant to the merger will be a taxable transaction (see Special 
Factors - Material U.S. Federal Income Tax Consequences of the merger to our    
Stockholders).                                                                  

Certain Effects of the Merger on the Acquisition Group                          

Following the merger, the surviving corporation will be 100% owned by the       
acquisition group. Accordingly, upon consummation of the merger, the interest of
the acquisition group in BCTI's net book value and net income will increase from
approximately 52.6% to 100%. Because each of Phoenix and William A. Wilkerson   
could be deemed to control all of these ownership interests, each of Phoenix and
Mr. Wilkerson could be deemed, upon consummation of the merger, to have a direct
interest in and ability to access 100% of BCTI's net book value and net income, 
thereby entitling each of them to all of the benefits, if any, resulting from   
such interest, including all income generated by BCTI's operations, any future  
increases in BCTI's value and the right to vote all of BCTI's common stock.     
Similarly, each of Phoenix and Mr. Wilkerson could be deemed, upon consummation 
of the merger, to also bear the risk of all of the losses, if any, generated by 
BCTI's operations and any decrease in the value of BCTI.                        

Certain Effects of the Merger on BCTI                                           

Upon consummation of the merger, BCTI will be a privately held corporation.     
Accordingly, BCTI stockholders, other than the acquisition group, will not have 
the opportunity to participate in the earnings and growth of BCTI after the     
merger and will not have any right to vote on corporate matters. Similarly, BCTI
stockholders, other than the acquisition group, will not face the risk of losses
generated by BCTI's operations or decline in the value of BCTI after the merger.

Following completion of the merger, BCTI's common stock will no longer be       
authorized to be quoted on the Over-The-Counter Bulletin Board. In addition, the
registration of BCTI common stock will be terminated under the Securities       
Exchange Act of 1934, as amended (the "Exchange Act"), upon application by BCTI 
to the Securities and Exchange Commission. Accordingly, following the merger,   
there will be no publicly traded BCTI stock outstanding and BCTI's obligation to
file reports under Section 15(d) of the Exchange Act will be suspended.         

BCTI does not have, and BCTI has been advised by Phoenix that the acquisition   
group does not have, any specific plans or proposals for any extraordinary      
corporate transaction involving the surviving corporation after the completion  
of the merger, or for any sale or transfer of all or substantially all of the   
assets held by BCTI after the completion of the merger, other than the assets   
currently held for sale; however, the surviving corporation and Phoenix will    
continue to evaluate BCTI's business and operations after the consummation of   
the merger and make such changes as are deemed appropriate from time to time.   

BCTI has been advised by Phoenix that BCTI's officers and management immediately
before the merger will remain as the officers and management of the surviving   
corporation immediately after the merger; however, all of BCTI's directors other
than Mr. Wilkerson will be removed.                                             

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It is expected that, if the merger is not consummated, BCTI's current           
management, under the general direction of our board of directors, will continue
to manage BCTI as an ongoing business.                                          

We do not believe that any material regulatory approvals are required to permit 
completion of the merger from U.S. regulatory authorities, including the        
antitrust authorities.                                                          

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO OUR STOCKHOLDERS 

The following is a description of the material U.S. federal income tax          
consequences of the merger to holders of shares who dispose of such shares in   
the merger, who are United States Persons (as defined below), and who, on the   
date of disposition, hold such shares as capital assets as defined in the       
Internal Revenue Code (each, a "United States Holder"). This discussion is based
on the Internal Revenue Code, proposed and final income tax regulations issued  
under the Internal Revenue Code, and administrative and judicial interpretations
of the Internal Revenue Code and regulations, each as in effect and available on
the date of this proxy statement. These income tax laws, regulations and        
interpretations, however, may change at any time, and any change could be       
retroactive to the date of this proxy statement. Although we will not seek any  
rulings from the Internal Revenue Service or an opinion of counsel with respect 
to the transactions contemplated by the merger agreement, we believe that the   
merger will have the U.S. federal income tax consequences described below to the
United States Holders.                                                          

We urge all holders to consult their own tax advisors regarding the specific tax
consequences that may result from their individual circumstances as well as     
foreign, state and local tax consequences of the disposition of shares in the   
merger. Except as specifically noted otherwise, the following discussion does   
not address potential foreign, state, local and other tax consequences, nor does
it address special tax consequences that may be applicable to particular classes
of taxpayers, including financial institutions, REITS, regulated investment     
companies, brokers and dealers or traders in securities or currencies, persons  
whose functional currency is not the U.S. dollar, insurance companies,          
tax-exempt organizations, persons who hold common stock as part of a position in
a straddle or as part of a hedging or conversion transaction or persons who     
acquired common stock pursuant to an exercise of employee stock options.        

A "United States Person" is a beneficial owner of common stock, who for U.S.    
federal income tax purposes is: (1) a citizen or resident of the U.S., including
certain former citizens or residents of the U.S.; (2) a partnership or          
corporation created or organized in or under the laws of the U.S. or any state  
thereof, including the District of Columbia; (3) an estate if its income is     
subject to U.S. federal income taxation regardless of its source; or (4) a trust
if such trust validly has elected to be treated as a United States person for   
U.S. federal income tax purposes or if (a) a U.S. court can exercise primary    
supervision over its administration and (b) one or more U.S. persons have the   
authority to control all of its substantial decisions.                          

A United States Holder generally will realize gain or loss upon the surrender of
such holder's shares pursuant to the merger in an amount equal to the           
difference, if any, between the amount of cash received and such holder's       
aggregate adjusted tax basis in the shares surrendered therefor. Basis is       
usually equal to cost, but may also be derived from other sources such as the   
date of death with respect to inherited shares.                                 

In general, any gain or loss realized by a United States Holder in the merger   
will be eligible for capital gain or loss treatment. Any capital gain or loss   
recognized by a United States Holder will be long term capital gain or loss if  
the shares giving rise to such recognized gain or loss have been held for more  
than one year; otherwise, such capital gain or loss will be short term. A       
non-corporate United States Holder's long term capital gain generally is subject
to U.S. federal income tax at a maximum rate of 20% while any capital loss can  
be offset only against other capital gains plus $3,000 ($1,500 in the case of a 
married individual filing a separate return) of other income in any tax year.   
Any unutilized capital loss will carry over as a capital loss to succeeding     
years for an unlimited time until the loss is exhausted.                        

For corporations, a capital gain is subject to U.S. federal income tax at a     
maximum rate of 35% while any capital loss can be offset only against other     
capital gains. Any unutilized capital loss generally can be                     

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carried back three years and forward five years to be offset against net capital
gains generated in such years.                                                  

Under the U.S. federal backup withholding tax rules, unless an exemption        
applies, the paying agent, will be required to withhold, and will withhold, 31% 
of all cash payments to which a holder of shares or other payee is entitled     
pursuant to the merger agreement, unless the stockholder or other payee provides
a tax identification number (social security number, in the case of an          
individual, or employer identification number, in the case of other             
stockholders), certifies that such number is correct, and otherwise complies    
with such backup withholding tax rules. Each of our stockholders, and, if       
applicable, each other payee, should complete and sign the Substitute Form W-9  
included as part of the letter of transmittal to be returned to the paying      
agent, in order to provide the information and certification necessary to avoid 
backup withholding tax, unless an exemption applies and is established in a     
manner satisfactory to the paying agent.                                        

The U.S. federal income tax consequences set forth above are not intended to    
constitute a complete description of all tax consequences relating to the       
merger. Each holder of shares is urged to consult his or her own tax advisor to 
determine the particular tax consequences to such stockholder of the merger,    
including the applicability and effect of foreign, state, local and other tax   
laws.                                                                           

CONFLICTS OF INTEREST                                                           

In considering the recommendation of the special committee and our board of     
directors with respect to the merger and the merger agreement, you should be    
aware that, in addition to the matters discussed above, certain directors       
(including members of the special committee), executive officers and controlling
persons of BCTI have interests in the merger that are different from or in      
addition to, the interests of our stockholders generally, and which present     
actual, apparent or potential conflicts of interests in connection with the     
merger.                                                                         

The special committee and our board of directors were aware of these conflicts  
of interest and considered them, along with the other matters described in page 
24 (Special Factors - Reasons for the Recommendations of the Special Committee  
and Our Board of Directors).                                                    

DIRECTORS, OFFICERS AND CONTROLLING PERSONS                                     

William A. Wilkerson                                                            

William A. Wilkerson serves as the Chairman of the board of directors and the   
Chief Executive Officer of BCTI while also serving as the Chairman of the board 
of directors and the Chief Executive Officer of Phoenix, of which he is the sole
shareholder. As of the record date, William A. Wilkerson and his affiliates     
owned 2,690,282 shares of BCTI common stock, which represents approximately     
52.6% of BCTI's outstanding common stock.                                       

The Acquisition Group                                                           

The acquisition group consists of Phoenix, Phoenix Acquisition Corp. and William
A. Wilkerson, Phoenix's sole director and executive officer, William A.         
Wilkerson, is also a director and executive officer of BCTI.                    

As of the record date, the acquisition group owned 2,690,282 shares of BCTI     
common stock, which represents approximately 52.6% of BCTI's common stock. Upon 
completion of the merger, pursuant to which Phoenix's wholly-owned subsidiary,  
Phoenix Acquisition Corp., will merge into BCTI, the certificate of             
incorporation, bylaws, directors and officers of Phoenix's wholly-owned         
subsidiary will become BCTI's certificate of incorporation, bylaws, directors   
and officers, and, the ownership of BCTI's common stock by the acquisition      
group, will increase from approximately 52.6% to 100%.                          

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Members of the Special Committee                                                

The special committee consists of two non-employee, non-officer directors of    
BCTI, Jeff Hewson and Phil Pisciotta who are not affiliated with Phoenix.       

Jeffrey Hewson has over 30 years of experience in the manufacture and           
distribution of office and computer supplies. In 1989 Mr. Hewson become         
President and Director of United Stationers Inc., a leading wholesale           
distributor of office and computer-related products. He retired as President of 
United Stationers at the end of 1995, but stayed on the United Stationers' Board
of Directors until November 1997. Mr. Hewson was also the master license        
franchisee for BCT Canada, which he successfully developed to nine franchised   
plants which were sold back to BCTI in 1989. Mr. Hewson is currently on the     
Board of Directors of Ampad, Inc., Dallas, Texas, and he is Chairman of the     
Board for Kingfield Heath Company, a leading wholesale distributor of office and
computer supplies in the United Kingdom.                                        

Phillip Pisciotta joined the BCTI Board of Directors in June of 2001. He brings 
experience in the areas of franchising facilities management, manufacturing,    
construction, and development. Since 1986, Mr. Pisciotta has been CEO and       
Chairman of The Cove Group, Denver, Colorado, as well as a major stockholder of 
that company. He is a member of the board of directors of the Galardi Group, a  
national fast food franchising company whose president and principal shareholder
is BCTI director John Galardi.                                                  

Compensation of the Members of the Special Committee                            

The members of the special committee have received or will receive fees         
aggregating $8,000 from BCTI for services rendered in connection with the merger
and the special committee itself is projected to have expenses of approximately 
$105,000, including fees and expenses of its special counsel and financial      
advisors, which will be paid by BCTI.                                           

Indemnification; Directors' and Officers' Insurance                             

Pursuant to the merger agreement, as of the effective time, the certificate of  
incorporation of the surviving corporation shall contain provisions no less     
favorable with respect to indemnification than are set forth in BCTI's          
certification of incorporation and by-laws prior to the effective time, which   
provisions shall not be amended, repealed or otherwise modified for a period of 
six years from the effective time in any manner that would adversely affect the 
rights thereunder of individuals who at the effective time were directors,      
officers, employees or agents of BCTI. The merger agreement further provides    
that from and after the effective time, for a period of six years, Phoenix shall
indemnify the directors and officers of BCTI on terms no less favorable than the
provisions with respect to indemnification that are set forth in the certificate
of incorporation and by-laws of BCTI as of the effective time. Phoenix and BCTI 
agree that the directors, officers and employees of BCTI covered by these       
provisions are intended to be third party beneficiaries of these provisions and 
shall have the right to enforce the obligations of the surviving corporation and
of Phoenix under these provisions. The surviving corporation shall maintain in  
effect from the effective time until their expiration the current policies of   
the directors' and officers' liability insurance maintained by BCTI.            

Employment Arrangements and Compensation Plans                                  

Effective as of March 1, 1993, BCTI entered into an employment agreement with   
William A. Wilkerson. Such agreement contains provisions providing for, among   
other things, an initial seven year term. In June 1997, Mr. Wilkerson's         
employment agreement was extended for an additional three years through fiscal  
year 2003. In August 2001, in connection with BCTI's guaranty of Phoenix's bank 
loan, the final year of Mr. Wilkerson's employment agreement was eliminated, so 
that the agreement now terminates on February 28, 2002.                         

WILLIAM A. WILKERSON - CHIEF EXECUTIVE OFFICER                                  

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Salary - Mr. Wilkerson's employment agreement provides for an initial annual    
base salary of $300,000, which was increased to $315,000 in May 2000. Mr.       
Wilkerson's salary is subject to annual increases at the discretion of BCTI's   
board of directors. In addition, Mr. Wilkerson may be given an annual bonus,    
which is to be paid in accordance with the Management Incentive Plan, as adopted
by BCTI, and as otherwise determined by the board of directors in its           
discretion.                                                                     

Benefits - Mr. Wilkerson's employment agreement provides him with certain       
benefits, including a term life insurance policy generally providing for a      
benefit of no less than $300,000 and eligibility to participate in all benefit  
plans created by BCTI including, but not limited to, medical, bonus and stock   
option programs.                                                                

The fact that BCTI's current executive officers, including our Senior Vice      
President, Henry A. Johnson, who is also a director of BCTI, will continue in   
their executive positions following the Merger may create a conflict of         
interest; however, each of these persons will continue to serve BCTI solely at  
the pleasure of its controlling shareholder, Wilkerson.                         

CERTAIN RELATIONSHIPS BETWEEN BCTI AND THE ACQUISITION GROUP                    

On August 9, 2001, in connection with the $2,000,000 bank loan to Phoenix (the  
"Loan"), BCTI entered into an agreement with Phoenix and Wilkerson providing the
following conditions to the guarantee of the loan by BCTI and its subsidiary BCT
(which included a pledge of substantially all of the assets of BCTI and BCT to  
secure the Loan): (i) the last year of Wilkerson's employment agreement with    
BCTI was eliminated, so that the agreement will now terminate on February 28,   
2002; (ii) Wilkerson and Phoenix, jointly and severally, agreed to (A) grant    
BCTI an assignable one-year option to repurchase all of the shares of BCTI      
common stock bought with the borrowed funds at the same price paid by Phoenix   
and (B) pay BCTI's expenses incurred in connection with the transaction, unless 
(1) Wilkerson and/or Phoenix made an offer on or before September 30, 2001, to  
purchase for cash all of BCTI's shares held by public shareholders, and         
providing for a closing of that transaction on or before April 15, 2002 and (2) 
such transaction closes on terms deemed "fair" to BCTI and its shareholders by  
the Special Committee; and (iii) Wilkerson and Phoenix, jointly and severally,  
agreed to immediately reimburse BCTI and BCT for all payments made pursuant to  
the corporate guaranty. As collateral for their reimbursement obligations,      
Wilkerson and Phoenix granted to BCTI a first priority security interest in any 
and all shares of BCTI common stock which Phoenix purchases with the borrowed   
funds and a subordinated security interest in the 935,382 shares of BCTI common 
stock already owned by Phoenix and pledged to the bank (these 935,382 shares had
been transferred to Phoenix on August 15, 2001 in connection with the loan      
described above; Phoenix did not pay any material consideration for this        
transfer).                                                                      

THE MERGER                                                                      

The following information describes certain material aspects of the merger. This
description is not complete and is qualified in its entirety by reference to the
appendices, including the merger agreement which is attached to this proxy      
statement as Appendix A and is incorporated herein by reference. You are urged  
to read Appendix A in its entirety. See also pages 40-48 (The Merger Agreement).

Our board of directors has determined, based on the unanimous recommendation of 
the special committee, that the merger is fair to and in the best interests of  
BCTI and our common stockholders, other than the acquisition group, and has     
declared that the merger agreement is advisable and has recommended adoption and
approval of the merger agreement by our stockholders. See page 24 (Special      
Factors - Reasons for the Recommendations of the Special Committee and Our Board
of Directors).                                                                  

Our board of directors unanimously recommends a vote "FOR" adoption and approval
of the merger agreement.                                                        

EFFECTIVE TIME OF THE MERGER                                                    

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The merger will be consummated and become effective at the time a certificate of
merger is filed with the Secretary of State of the State of Delaware or such    
later time as specified in the certificate of merger. We refer to this time as  
the "effective time". If the merger agreement is adopted by our stockholders and
the other conditions to the merger agreement are satisfied (or waived to the    
extent permitted by law), we expect to complete the merger on or about ________,
2002, and in any event, no later than two business days after the satisfaction  
or waiver (to the extent permitted by law) of the other conditions. The         
acquisition group possesses sufficient voting power to adopt and approve the    
merger and the merger agreement, and intends to do so.                          

The merger agreement may be terminated prior to the effective time of the merger
by BCTI or Phoenix in certain circumstances, whether before or after the        
adoption and approval of the merger agreement by our common stockholders. See   
page 46 (The Merger Agreement - Termination of the Merger Agreement).           

PAYMENT OF MERGER CONSIDERATION AND SURRENDER OF STOCK CERTIFICATES             

Phoenix has designated Mellon Investor Services to act as payment agent for     
purposes of making the cash payments contemplated by the merger agreement.      
Immediately prior to the effective time of the merger, Phoenix will deposit in  
trust with the payment agent cash in U.S. dollars in an aggregate amount equal  
to the merger consideration for all BCTI stockholders. The payment agent will,  
pursuant to irrevocable instructions, deliver to you your merger consideration  
according to the procedure summarized below.                                    

At the close of business on the day of the effective time of the merger, our    
stock ledger will be closed. As soon as reasonably practicable after the        
effective time of the merger, Phoenix will cause the payment agent to mail to   
you a letter of transmittal and instructions advising you of the effectiveness  
of the merger and the procedure for surrendering to the payment agent your      
certificates in exchange for the merger consideration. Upon the surrender for   
cancellation to the paying agent of your certificates, together with a letter of
transmittal, executed and completed in accordance with its instructions, and any
other items specified by the letter of transmittal, the payment agent will      
promptly pay to you your merger consideration. No interest will be paid or      
accrued in respect of cash payments of merger consideration. Payments of merger 
consideration also will be reduced by applicable withholding taxes. In the event
that you have lost or misplaced a certificate, you will have to send an         
affidavit of loss in lieu of the applicable certificate along with your         
transmittal letter.                                                             

If the merger consideration (or any portion of it) is to be delivered to a      
person other than you, it will be a condition to the payment of the merger      
consideration that your certificates be properly endorsed or accompanied by     
appropriate stock powers and otherwise in proper form for transfer, that the    
transfer otherwise be proper and not violate any applicable federal or state    
securities laws, and that you pay to the payment agent any transfer or other    
taxes payable by reason of the transfer or establish to the satisfaction of the 
payment agent that the taxes have been paid or are not required to be paid.     

You should not forward your stock certificates to the payment agent without a   
letter of transmittal, and you should not return your stock certificates with   
the enclosed proxy.                                                             

At and after the effective time of the merger, you will cease to have any rights
as our stockholder, except for the right to surrender your certificate in       
exchange for payment of the merger consideration, or, if you exercise your      
appraisal rights, the right to perfect your right to receive payment for your   
shares pursuant to Delaware law, and no transfer of BCTI common will be made on 
the stock transfer books of BCTI. Certificates presented to BCTI after the      
effective time will be canceled and exchanged for cash as described above.      

Promptly following the date which is nine months after the effective date of the
merger, the payment agent will return to BCTI all cash, certificates and other  
instruments in its possession that constitute any portion of the merger         
consideration, and the payment agent's duties will terminate. Thereafter,       
stockholders may surrender their certificates to BCTI and (subject to applicable
abandoned property laws, laws regarding property which is not accounted for by  
the laws of intestacy and similar laws) receive the merger consideration without
interest, but will have no greater rights against BCTI or Phoenix than may be   

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accorded to general creditors of BCTI or Phoenix under applicable law. None of  
the payment agent, BCTI, Phoenix, or Phoenix Acquisition Corp. will be liable to
stockholders for any merger consideration delivered to a public official        
pursuant to applicable abandoned property laws, laws regarding property which is
not accounted for by the laws of intestacy and similar laws.                    

ACCOUNTING TREATMENT                                                            

The merger will be accounted for under the purchase method of accounting as     
prescribed by statement of Financial Accounting Standards No. 141, Business     
Combinations and Emerging Issues Task Force Abstract 88-16, Basis in Leveraged  
Buyout Transactions.                                                            

FINANCING OF THE MERGER; FEES AND EXPENSES OF THE MERGER                        

The total amount of funds required to consummate the merger and to pay related  
fees and expenses is estimated to be approximately $2,975,000. If the merger is 
consummated, all costs, fees and expenses incurred in connection with the merger
shall be borne entirely by the party that has incurred such costs, fees and     
expenses. If the merger fails to close at BCTI's election or due to a breach of 
the merger agreement by BCTI, then BCTI will be required to pay Phoenix an      
amount equal to all of Phoenix's reasonable expenses incurred in connection with
the merger, not to exceed $100,000. If the merger fails to close by April 15,   
2002, for any other reason, Phoenix and Wilkerson, jointly and severally, will  
be required to reimburse BCTI for all of its reasonable expenses incurred in    
connection with the proposed merger. The acquisition group has sufficient funds 
available, including BCTI funds which will be available at the effective time of
the merger, to pay the merger consideration and to pay its portion of the fees  
and expenses to be incurred in connection with the merger. The acquisition group
intends to use solely BCTI funds to pay the merger consideration and its portion
of the related fees and expenses. The merger is not conditioned on any financing
arrangements. The estimated fees and expenses of BCTI in connection with the    
merger are set forth in the table below:                                        

Capitalink's Fees  $70,000                                                      
Legal, Accounting and Other Professional Fees $125,000                          
Printing, Proxy Solicitation and Mailing Costs $10,000                          
Special Committee Fees $8,000                                                   
Filing Fees   $4,000                                                            
Miscellaneous $11,000                                                           
Total  $228,000                                                                 

APPRAISAL RIGHTS                                                                

Pursuant to Delaware law, if (1) you properly file a demand for appraisal of    
your BCTI common stock in writing prior to the vote taken at the special meeting
and (2) your shares of BCTI common stock are not voted in favor of the merger,  
you will be entitled to appraisal rights under Section 262 of the General       
Corporation Law of the State of Delaware.                                       

Section 262 is reprinted in its entirety as Appendix C to this proxy statement. 
The following discussion is not a complete statement of the law relating to     
appraisal rights and is qualified in its entirety by reference to Appendix C.   
This discussion and Appendix C should be reviewed carefully by you if you wish  
to exercise statutory appraisal rights or you wish to preserve the right to do  
so, as failure to comply with the procedures set forth in Section 262 will      
result in the loss of your appraisal rights.                                    

If you make the demand described below with respect to your shares, and         

        o        are continuously the record holder of your shares through the
effective time of the merger;               

      o        otherwise comply with the statutory requirements of Section
            262 of the General Delaware Corporation Law of the State
of Delaware;                                

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  o        do not vote your shares of common stock in favor of the
merger agreement; and                       

       o        do not consent, with respect to your shares of common stock,
to the merger in writing;                   

you shall be entitled to an appraisal by the Delaware Court of Chancery of the  
"fair value" of your shares, exclusive of any element of value which might arise
from either the accomplishment or expectation of the merger, together with a    
fair rate of interest, if any, as determined by the Delaware Court of Chancery. 

Under Section 262, where a merger is to be submitted for adoption and approval  
at a meeting of stockholders, as in the special meeting, not less than 20 days  
prior to the meeting we must notify you that appraisal rights are available and 
include in the notice a copy of Section 262. This proxy statement constitutes   
your notice of your appraisal rights, and the applicable statutory provisions   
are attached to this proxy statement as Appendix C.                             

As a holder of BCTI common stock, if you desire to exercise your appraisal      
rights you must not vote in favor of the merger agreement or the merger and you 
must deliver a separate written demand for appraisal to us prior to the vote on 
the merger agreement and the merger at the special meeting. If you sign and     
return a proxy without expressly directing by checking the applicable boxes on  
the reverse side of the enclosed proxy card that your shares be voted against   
the proposal or that an abstention be registered with respect to your shares in 
connection with the proposal, you will effectively have waived your appraisal   
rights as to those shares because, in the absence of express contrary           
instructions, your shares will be voted in favor of the proposal. See page 10   
(Special Meeting - Voting and Revocation of Proxies). Accordingly, if you desire
to perfect appraisal rights with respect to any of your shares you must, as one 
of the procedural steps involved in such perfection, either (1) refrain from    
executing and returning the enclosed proxy card and from voting in person in    
favor of the proposal to adopt the merger agreement or (2) check either the     
"AGAINST" or the "ABSTAIN" box next to the proposal on the proxy card or        
affirmatively vote in person against the proposal or register in person an      
abstention with respect to the proposal.                                        

Only a holder of record is entitled to assert appraisal rights for the shares of
our common registered in that holder's name. A demand for appraisal must be     
executed by or on behalf of the holders of record and must reasonably inform us 
of the holder of record's identity and that the holder of record intends to     
demand appraisal of the holder's shares. If you have a beneficial interest in   
shares that are held of record in the name of another person, such as a broker, 
fiduciary or other nominee, you must act promptly to cause the record holder to 
follow properly and in a timely manner to perfect whatever appraisal rights are 
available, and your demand must be executed by or for the record owner. If your 
shares are owned of record by more than one person, as in a joint tenancy or    
tenancy in common, your demand must be executed by or for all joint owners. An  
authorized agent, including an agent for two or more joint owners, may execute  
the demand for appraisal; however, the agent must identify the record owner and 
expressly disclose the fact that, in exercising the demand, the agent is acting 
as agent for the record owner.                                                  

A record owner, such as a broker, fiduciary or other nominee, who holds shares  
as a nominee for others, may exercise appraisal rights with respect to the      
shares held for all or less than all beneficial owners of shares as to which the
person is the record owner. In such case, the written demand must set forth the 
number of shares covered by the demand. Where the number of shares is not       
expressly stated, the demand will be presumed to cover all shares in the name of
such record owner.                                                              

If you elect to exercise appraisal rights, you should mail or deliver your      
written demand to:                                                              

BCT International, Inc.                                                         
3000 Northeast 30th Place                                                       
Fifth Floor                                                                     
Fort Lauderdale, FL  33306                                                      
Attention: Michael Hull, Chief Financial Officer                                

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The written demand for appraisal should specify your name and mailing address,  
the number of shares owned, and that you are demanding appraisal of your shares.
A proxy or vote against the merger agreement will not by itself constitute a    
demand. Within ten days after the effective date, BCTI, as the surviving        
corporation, must provide notice of the effective time of the merger to you if  
you have complied with Section 262.                                             

Within 120 days after the effective date, either BCTI or you, if you have       
complied with the required conditions of Section 262 and are otherwise entitled 
to appraisal rights, may file a petition in the Delaware Court of Chancery, and 
if you file a petition you must serve a copy on BCTI, demanding a determination 
of the fair value of the shares of all stockholders demanding an appraisal. BCTI
does not have any present intention to file any such petition in the event that 
a stockholder makes a proper written demand for appraisal of BCTI common stock. 
Accordingly, if you desire to have your shares appraised you should initiate any
petitions necessary for the perfection of your appraisal rights within the time 
periods and in the manner prescribed in Section 262. If appraisal rights are    
available and if you have complied with the applicable provisions of Section    
262, within 120 days after the effective date of the merger, you will be        
entitled, upon written request, to receive from BCTI a statement setting forth  
the aggregate number of shares not voting in favor of the merger agreement and  
with respect to which we received demands for appraisal, and the aggregate      
number of holders of such shares. The statement must be mailed within ten days  
after the written request for the statement has been received by BCTI or within 
ten days after the expiration of the period for delivery of demands for         
appraisal rights whichever is later.                                            

If a petition for an appraisal is timely filed by a holder of our shares and a  
copy thereof is served upon BCTI, BCTI will then be obligated within 20 days to 
file with the Delaware Register in Chancery a duly verified list containing the 
names and addresses of all stockholders who have demanded an appraisal of their 
shares of BCTI common stock and with whom agreements as to the value of their   
shares have not been reached. After notice to those stockholders as required by 
the Court, the Delaware Court of Chancery is empowered to conduct a hearing on  
the petition to determine those stockholders who have complied with Section 262 
and who have become entitled to appraisal rights thereunder. If you have        
demanded an appraisal, the Delaware Court of Chancery may require you to submit 
your certificates to the Register in Chancery for notation on the certificates  
of the pendency of the appraisal proceeding; and if you fail to comply with the 
direction, the Delaware Court of Chancery may dismiss the proceedings as to you.
Where proceedings are not dismissed, the Delaware Court of Chancery will        
appraise the shares owned by stockholders demanding an appraisal, determining   
the "fair value" of such shares, together with a fair rate of interest, if any, 
to be paid upon the amount determined to be the fair value. In such event, the  
Delaware Court of Chancery's appraisal may be more than, less than, or equal to 
the merger consideration and stockholders should be aware that financial        
advisors' opinions as to fairness from a financial point of view are not        
opinions as to "fair value" under Section 262. In determining fair value, the   
Delaware Court of Chancery is to take into account all relevant factors. In     
relevant case law, the Delaware Supreme Court discussed the factors that could  
be considered in determining fair value in an appraisal proceeding, stating that
"proof of value by any techniques or methods which are generally considered     
acceptable in the financial community and otherwise admissible in court" should 
be considered, and that "fair price obviously requires consideration of all     
relevant factors involving the value of a company". The Delaware Supreme Court  
stated that in making this determination of fair value the court must consider  
market value, asset value, dividends, earnings prospects, the nature of the     
enterprise and any other facts ascertainable as of the date of the merger that  
throw light on future prospects of the merged corporation. The Delaware Supreme 
Court also stated that "elements of future value, including the nature of the   
enterprise, which are known or susceptible of proof as of the date of the merger
and not the product of speculation, may be considered." Section 262, however,   
provides that fair value is to be "exclusive of any element of value arising    
from the accomplishment or expectation of the merger." In addition, Delaware    
courts have decided that the statutory appraisal remedy, depending on factual   
circumstances, may or may not be a dissenting stockholder's exclusive remedy.   

The Court will also determine the amount of interest, if any, to be paid upon   
the amounts to be received by persons whose shares of our common stock have been
appraised. The cost of the appraisal proceeding may be determined by the        
Delaware Court of Chancery and taxed against the parties, as the Delaware Court 
of Chancery deems equitable in the circumstances. Upon application of a         
stockholder who has demanded an                                                 

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appraisal, the Delaware Court of Chancery may order that all or a portion of the
expenses incurred by any stockholder in connection with the appraisal           
proceeding, including, without limitation, reasonable attorney's fees and the   
fees and expenses of experts, be charged pro rata against the value of all      
shares of stock entitled to appraisal.                                          

If you have demanded appraisal in compliance with Section 262 you will not,     
after the effective time of the merger, be entitled to vote for any purpose any 
shares subject to your demand or to receive payment of dividends or other       
distributions on your shares, except for dividends or distributions payable to  
holders of record as of a date prior to the effective time of the merger.       

At any time within 60 days after the effective date of the merger, you will have
the right to withdraw your demand for appraisal; after this period, you may     
withdraw your demand for appraisal only with the consent of BCTI. If no petition
for appraisal is filed with the Delaware Court of Chancery within 120 days after
the effective date of the merger, your rights to appraisal shall cease. You may 
withdraw your demand for appraisal by delivering to BCTI a written withdrawal of
your demand for appraisal and an acceptance of the merger, except that (1) any  
attempt to withdraw made more than 60 days after the effective time of the      
merger will require written approval of BCTI, and (2) no appraisal proceeding in
the Delaware Court of Chancery shall be dismissed without the approval of the   
Delaware Court of Chancery, and the approval may be conditioned upon such terms 
as the Delaware Court of Chancery deems just.                                   

If you fail to comply fully with the statutory procedure set forth in Section   
262 you will forfeit your rights of appraisal and will be entitled to receive   
the merger consideration for your shares.                                       

THE MERGER AGREEMENT                                                            

The following discussion of the material terms of the merger agreement is       
qualified in its entirety by reference to the complete text of the merger       
agreement, which is included in this proxy statement as Appendix A (exclusive of
all schedules) and is incorporated herein by reference.                         

GENERALLY                                                                       

The merger agreement provides for Phoenix Acquisition Corp. to merge with and   
into us. BCTI will be the surviving corporation in the merger, and, as a result 
of the merger, the acquisition group will own 100% of BCTI's stock.             

In the merger, Phoenix Acquisition Corp.'s certificate of incorporation as in   
effect immediately prior to the effective time, shall be the certificate of     
incorporation of the surviving corporation, provided, that Phoenix Acquisition  
Corp.'s certificate of incorporation will be amended by the certificate of      
merger to read as follows: "The name of the corporation is: BCT International,  
Inc." As of the completion of the merger, the bylaws of Phoenix Acquisition     
Corp. will be the bylaws of BCTI.                                               

CONSIDERATION TO BE OFFERED TO OUR STOCKHOLDERS                                 

At the effective time of the merger each outstanding share of common stock will 
be canceled and converted into the right to receive $1.13 in cash, other than   
any outstanding share of common stock that is held by stockholders who perfect  
their appraisal rights under Delaware law, any outstanding share of common stock
that is held by the acquisition group and any outstanding share of common stock 
held in our treasury.                                                           

Each share of common stock of Phoenix Acquisition Corp. then issued and         
outstanding will, by virtue of the merger and without any action on the part of 
Phoenix Acquisition Corp. become one fully paid and nonassessable share of      
common stock of the surviving corporation.                                      

STOCK OPTIONS                                                                   

All outstanding BCTI stock options will be canceled at the effective time of the
merger.                                                                         

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REPRESENTATIONS AND WARRANTIES                                                  

Our Representations and Warranties to Phoenix and Phoenix Acquisition Corp.     

We have made various representations and warranties in the merger agreement to  
Phoenix and Phoenix Acquisition Corp. relating to, among other matters:         

     o        our and our subsidiary's organization, standing and power;

o        our and our subsidiary's capital structure;          

   o        our corporate authority to enter into and consummate our
  obligations under the merger agreement and the
enforceability of the merger agreement;     

    o        the vote required by our stockholders to adopt the merger
agreement;                                  

       o        the required consents and approvals of governmental entities
        and absence of conflict with our governing documents
and certain agreements and permits;         

o        the making and accuracy of SEC filings (including our
financial statements);                      

       o        the accuracy of this proxy statement and the Schedule 13E-3;

     o        the absence of certain material changes since February 28,
            2001, that may reasonably be expected to have a material
adverse effect on BCTI and our subsidiary;  

o        the absence of material litigation;                  

   o        the inapplicability of any state takeover statute or any
               anti-takeover provision in our certificate of incorporation
                 or bylaws and inapplicability of our stockholder rights plan;
and                                         

 o        the receipt by the special committee of the opinion of
Capitalink.                                 

Phoenix and Phoenix Acquisition Corp.'s Representations and Warranties to Us    

The merger agreement also contains various representations and warranties by    
Phoenix and Phoenix Acquisition Corp. to us, relating to, among other matters:  

o        their organization, standing and power;              

  o        their corporate authority to enter and consummate their
  obligations under the merger agreement and the
enforceability of the merger agreement;     

        o        the veracity and completeness of information provided by them
    in connection with the preparation of this proxy
statement;                                  

   o        the interim operations of Phoenix Acquisition Corp.; and

      o        the availability of sufficient funds to complete the merger
and related transactions.                   

Please see Article III of the merger agreement for a full statement of the      
representations and warranties of the parties. The representations and          
warranties terminate upon the completion of the merger.                         

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COVENANTS                                                                       

We agreed that we and our subsidiary will, except as expressly contemplated by  
the merger agreement or consented to in writing by Phoenix, conduct our         
respective businesses and operations only according to our ordinary course of   
business, consistent with past practice, and use reasonable best efforts to     
preserve intact our respective business organization, keep available the        
services of our present officers, employees and consultants and maintain        
existing relationships with suppliers, creditors, business associates and others
having business dealings with us.                                               

We also agreed that, except as expressly contemplated by the merger agreement or
consented to in writing by Phoenix, until the effective time of the merger, we  
will not and will not permit our subsidiary to:                                 

Dividends; Changes In Stock                                                     

         o        declare or pay any dividends on or make other distributions in
              respect of any of our own our subsidiaries' capital stock,
                  other than cash dividends payable by a subsidiary to us or one
of our subsidiaries;                        

         o        split, combine or reclassify any of our capital stock or issue
                or authorize or propose the issuance of any other securities
                  in respect of, in lieu of or in substitution for our shares of
capital stock; or                           

    o        repurchase, redeem or otherwise acquire any shares of our
                capital stock or permit any subsidiary to acquire any shares
              of our capital stock or any securities convertible into or
exercisable for any of our capital stock;   

Issuance of Securities                                                          

        o        issue, deliver or sell, or authorize or propose the issuance,
               delivery or sale of, any shares of our capital stock of any
              class, any debt securities having the right to vote or any
                 securities convertible into or exercisable for or any rights,
          warrants or options to acquire any such shares or debt
          securities having the right to vote, or enter into any
                 agreement with respect to the foregoing, other than issuances
                 of our common stock pursuant to exercises of stock options or
        common stock awards listed in our disclosure letter;

Governing Documents                                                             

      o        amend or propose to amend our certificate of incorporation,
bylaws or other governing documents;        

No Acquisitions                                                                 

 o        acquire or agree to acquire (by merger, consolidation,
                 purchase of a substantial equity interest in or purchase of a
                 substantial portion of the assets of, or by any other manner)
               any business or any corporation, limited liability company,
              partnership, association or other business organization or
division thereof; or                        

   o        other than in the ordinary course of business, otherwise
             acquire any assets which are material, individually or in
the aggregate, to us;                       

No Dispositions                                                                 

        o        sell, lease, encumber or otherwise dispose of any of or agree
                to sell, lease, encumber or otherwise dispose of our assets,
        except as disclosed in our disclosure letter and for

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                  dispositions in the ordinary course of business and consistent
               with past practice and of substantially the same character,
   type and magnitude as dispositions in the past;

Indebtedness                                                                    

     o        incur any indebtedness for borrowed money or guarantee any
             such indebtedness or issue or sell any debt securities or
                 warrants or rights to acquire any of our or our subsidiaries'
              long term debt securities, or guarantee any long term debt
             securities of others or enter into or amend any contract,
               agreement, commitment or arrangement with respect to any of
            the foregoing, other than in replacement for existing or
             maturing debt, indebtedness of any of our subsidiaries or
                  other borrowing under existing lines of credit in the ordinary
         course of business consistent with prior practice; or

   o        make any loans, advances or capital contributions to any
person;                                     

Benefits Plans                                                                  

         o        enter into, adopt, amend (except as may be required by law) or
         terminate any employee benefit plan or any agreement,
        arrangement, plan or policy between us or any of our
         subsidiaries, on the one hand, and one or more of our
directors or officers, on the other hand;   

         o        except for normal increases in the ordinary course of business
              and consistent with past practice and of substantially the
               same character, type and magnitude as increases in the past
                  that in the aggregate, do not result in a material increase in
        benefits or compensation expense to us or any of our
            subsidiaries, increase in any manner the compensation or
               fringe benefits of any director, officer or employee or pay
              any benefit not required by any plan and arrangement as in
                effect as of the date of the merger agreement, or enter into
                any contract, agreement, commitment or arrangement to do any
of the foregoing; or                        

     o        enter into or renew any contract, agreement, commitment or
              arrangement providing for the payment to any of our or our
                  subsidiaries' directors, officers or employees of compensation
                or benefits contingent, or the terms of which are materially
                altered, upon the occurrence of any transaction contemplated
by the merger agreement;                    

Other Covenants                                                                 

       o        change our methods of accounting in effect at March 1, 2001,
                  except as required by changes in generally accepted accounting
        principles as concurred by our independent auditors;

        o        except in the ordinary course of business and consistent with
               past practice and of substantially the same character, type
                  and magnitude as elections made in the past, make any material
              tax election or settle or compromise any material federal,
                  state, local or foreign income tax claim or liability or amend
   any previously filed tax return in any respect;

       o        take any action that would or is reasonably likely to result
                 in any of the conditions to the merger not being satisfied or
              that would materially impair the ability of us, Phoenix or
          Phoenix  Acquisition Corp. to consummate the merger or
materially delay the merger; or             

SPECIAL MEETING                                                                 

The merger agreement provides that as promptly as practicable after the date of 
the merger agreement we must call a special meeting to be held, for the purpose 
of voting upon the adoption and approval of the merger and the merger agreement.
Through our board of directors and the special committee, we will recommend to  
our common stockholders adoption and approval of such matters, unless the taking
of such                                                                         

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action would be inconsistent with the board of directors' or the special        
committee's fiduciary duties to stockholders under applicable law. We shall, at 
the direction of Phoenix, solicit from you proxies in favor of adoption and     
approval of the merger agreement, and shall cooperate and coordinate with       
Phoenix with respect to the timing of such meeting.                             

COMPETING TRANSACTIONS                                                          

Nothing contained in the merger agreement shall prohibit us from, prior to the  
date of the common stockholders' meeting, doing any of the following:           

       o        furnishing information or entering into discussions with any
                person that makes an unsolicited written proposal to us with
                 respect to a competing transaction, which could reasonably be
                expected to result in a superior proposal, if the failure to
            take such action would be inconsistent with our board of
              directors' and the special committee's fiduciary duties to
             BCTI stockholders. Prior to furnishing information to, or
                 entering into negotiations with, such person, we will provide
       reasonable notice to Phoenix that we are furnishing
              information or negotiating with such person, and will have
              received from such person a fully executed confidentiality
agreement;                                  

         o        complying with Rule 14d-9 or Rule 14e-2 under the Exchange Act
    with regard to a tender offer or exchange offer;

   o        failing to make or withdrawing or modifying our board of
               director's or the special committee's recommendation to the
              common stockholders that they adopt and approve the merger
agreement; or                               

       o        recommending an unsolicited, bona fide proposal with respect
                 to a competing transaction which could reasonably be expected
                 to result in a superior proposal, if the failure to take such
                action would be inconsistent with the board of directors' or
                 the special committee's fiduciary duties to the stockholders.

"A competing transaction" means:                                                

     o        any merger, consolidation, share exchange, exchange offer,
        business combination, recapitalization, liquidation,
                dissolution or other similar transaction involving us or any
of our subsidiaries;                        

         o        any sale, lease, exchange, mortgage, pledge, transfer or other
         disposition of assets representing 20% or more of our
total assets;                               

    o        any tender offer or exchange offer for 20% or more of our
          outstanding shares of capital stock or the filing of a
   registration statement in connection therewith;

      o        any person or group having acquired beneficial ownership of
                  15% or more of our outstanding shares of capital stock or such
             person or group having increased its beneficial ownership
beyond 15% of such shares; or               

         o        any public announcement of a proposal, plan or intention to do
      any of the foregoing or any agreement to engage in
any of the foregoing.                       

"A superior proposal" means any bona fide written proposal to acquire, directly 
or indirectly, for cash and/or securities, all of our common stock or all or    
substantially all of our assets and the assumption of our liabilities and       
obligations to be followed by a pro rata distribution of the sale proceeds to   
our stockholders, that:                                                         

       o        is not subject to any financing conditions or contingencies;

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    o        provides stockholders with consideration that the special
                  committee determined in good faith, after receipt of advice of
             its financial advisor, is more favorable from a financial
          point of view than the consideration to be received by
stockholders in the merger;                 

   o        is determined by the special committee in its good faith
                  judgment, after receipt of advice of its financial advisor and
                  outside legal counsel, to be likely of being completed (taking
                into account the aspects and timing of the proposal, and the
person making the proposal);                

     o        does not, in the definitive acquisition agreement, contain
any "due diligence" conditions; and         

    o        has not been obtained in violation of our conditions with
respect to competing transactions.          

ACCESS TO EMPLOYEES AND FACILITIES                                              

Upon reasonable notice, we shall provide Phoenix access to our employees and    
facilities.                                                                     

INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE                             

As of the effective time, the certificate of incorporation of the surviving     
corporation shall contain provisions no less favorable with respect to          
indemnification than are set forth in BCTI's certification of incorporation and 
by-laws prior to the effective time, which provisions shall not be amended,     
repealed or otherwise modified for a period of six years from the effective time
in any manner that would adversely affect the rights thereunder of individuals  
who at the effective time were directors, officers, employees or agents of BCTI.
From and after the effective time, for a period of six years, Phoenix shall     
indemnify the directors and officers of BCTI on terms no less favorable than the
provisions with respect to indemnification that are set forth in the certificate
of incorporation and by-laws of BCTI as of the effective time. Phoenix and BCTI 
agree that the directors, officers and employees of BCTI covered by these       
provisions are intended to be third party beneficiaries of these provisions and 
shall have the right to enforce the obligations of the surviving corporation and
of the Phoenix under these provisions. BCTI shall maintain in effect from the   
effective time until their expiration the current policies of the directors' and
officers' liability insurance maintained by BCTI.                               

CONDITIONS TO THE MERGER                                                        

Each party's obligation to effect the merger is subject to a number of          
conditions, including the following:                                            

   o        the adoption and approval of the merger agreement by the
        affirmative vote of the holders of a majority of our
                 outstanding shares entitled to vote thereon. As the owners of
             52.6% of the outstanding shares of BCTI common stock, the
                acquisition group possesses sufficient voting power to adopt
          and approve the merger agreement and intends to do so;

     o        the absence of any actual or pending temporary restraining
             order, preliminary or permanent injunction or other order
                issued by any court of competent jurisdiction or other legal
               restraint or prohibition preventing the consummation of the
merger agreement;                           

 o        the absence of any action taken, or any statute, rule,
            regulation or order enacted, entered, enforced or deemed
             applicable to the merger, which makes consummation of the
merger illegal; and                         

   o        all authorizations, consents, orders or approvals of, or
                declarations or filings with, and all expirations of waiting
         periods imposed by any governmental entity, which are
            necessary for consummation of the merger shall have been
                  filed, occurred or been obtained and in full force and effect.

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Our obligation to effect the merger is subject to a number of conditions,       
including the following:                                                        

    o        the representations and warranties of Phoenix and Phoenix
           Acquisition Corp. shall be true and correct, except for
             such breaches and warranties as would not have a material
adverse effect on Phoenix; and              

         o        Phoenix and Phoenix Acquisition Corp. shall have performed and
                complied in all material respects with all obligations under
                  the merger agreement, and we shall have received a certificate
signed on behalf of Phoenix to such effect. 

The obligation of Phoenix and Phoenix Acquisition Corp. to effect the merger is 
subject to a number of conditions, including the following:                     

        o        our representations and warranties shall be true and correct,
                 except for such breaches as would not have a material adverse
               effect (as such term is defined in the merger agreement) on
us;                                         

        o        we shall have performed and complied in all material respects
               with all of our obligations under the merger agreement, and
                  Phoenix shall have received a certificate signed on our behalf
to such effect;                             

       o        the BCTI stockholders asserting their appraisal rights shall
               constitute less than 25% of all shares of BCTI common stock
        outstanding immediately prior to the effective time;

       o        there has been no action taken, or any regulation enacted or
              deemed applicable to the merger by any governmental entity
               which would impose requirements upon Phoenix, the surviving
           corporation or their subsidiaries that would materially
             adversely impact the economic or business benefits of the
                merger agreement or that would require Phoenix or any of its
            subsidiaries to dispose of any asset that is material to
Phoenix prior to the effective time;        

       o        a material adverse effect with respect to our operations has
             not occurred, and no facts or circumstances arising after
                 February 28, 2001 have occurred which, individually or in the
              aggregate, could reasonably be expected to have a material
adverse effect on us;                       

         o        all proceedings to be taken on our part in connection with the
             merger agreement and all documents incident to the merger
              agreement shall be reasonably satisfactory to Phoenix, and
                Phoenix shall have received copies of all such documents and
                 other evidences as Phoenix may reasonably request in order to
                  establish the consummation of such transactions and the taking
of all proceedings in connection therewith; 

   o        there has been no action, suit or proceeding instituted,
            pending or threatened seeking to materially restrain the
           merger or seeking to obtain from us, Phoenix or Phoenix
           Acquisition Corp. damages which would have a materially
adverse effect with respect to us; and      

      o        except for those consents or approvals for which failure to
                  obtain could not, in the aggregate or individually, reasonably
             be expected to have a material adverse effect on us, each
            person whose consent or approval is required in order to
                 permit the succession pursuant to the merger to any of our or
                our subsidiaries' obligations, rights or interests under any
               loan or credit agreement, note, mortgage, indenture, lease,
             license or other agreement or instrument, shall have been
   obtained and shall be in full force and effect.

TERMINATION OF THE MERGER AGREEMENT                                             

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Either we or Phoenix may terminate the merger agreement at any time prior to the
effective time, whether before or after approval of the matters presented to our
common stockholders in connection with the merger if:                           

o        consented to by both parties in writing;             

       o        the merger does not occur on or before to April 15, 2002 and
           the terminating party has not caused the failure of the
merger to occur by such date;               

  o        a governmental entity issues a non-appealable permanent
              injunction or action that prevents the consummation of the
merger; or                                  

   o        any approval of our common stockholders required for the
               consummation of the merger is not obtained by reason of the
               failure to obtain the required vote at the special meeting.

Phoenix may terminate the merger agreement if:                                  

o        there is a material breach by us of any of our       
                  representations, warranties, covenants or agreements set forth
              in the merger agreement, or, any of our representations or
                  warranties set forth in the merger agreement shall have become
                 untrue, such that we would be incapable of satisfying Phoenix
               and Phoenix Acquisition Corp.'s conditions precedent to the
merger agreement by April 15, 2002;         

         o        the special committee or our board of directors shall have (a)
                 withdrawn, modified or changed its approval or recommendation
             of the merger agreement in any manner which is adverse to
            Phoenix or Phoenix Acquisition Corp.; or (b) approved or
                recommended to our stockholders a competing transaction or a
               superior proposal or entered into an agreement with respect
thereto or have resolved to do so; or       

    o        a tender offer or exchange offer or a proposal by a third
                 party to acquire us or our shares pursuant to a merger, share
               exchange, business combination, tender or exchange offer or
               similar transaction is commenced or proposed and such offer
          contains a proposal as to price, and we shall have not
          rejected such proposal within ten business days of its
           commencement or the date such proposal becomes publicly
disclosed, if sooner.                       

We may terminate the merger agreement if:                                       

       o        there is a material breach by Phoenix or Phoenix Acquisition
                Corp. of any of their representations, warranties, covenants
               or agreements set forth in the merger agreement, or, any of
               their representations or warranties set forth in the merger
             agreement shall have become untrue, such that Phoenix and
                  Phoenix Acquisition Corp. would be incapable of satisfying our
             conditions precedent to the merger agreement by April 15,
2002; or                                    

o       if the special committee and the board of directors 
               authorize us to enter into a written agreement with respect
             to a competing transaction that the special committee and
           the board of directors have determined to be a superior
              proposal, provided, that we do not terminate the agreement
           and enter into an agreement for a competing transaction
        until the expiration of five business days following
               Phoenix's receipt of a written notice advising them that we
             have received a superior proposal specifying the material
          terms and conditions of such proposal. After providing
     Phoenix with notice, we will provide a reasonable
              opportunity to Phoenix during the five business day period
          to make adjustments in the terms and conditions of the
                merger agreement, which would enable Phoenix to proceed with
the merger on such adjusted terms.          

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Upon termination, the merger agreement will become void and there shall be no   
liability or obligation on the part of any party except as set forth in page 47 
(The Merger Agreement - Fees, Expenses and Other Payments). However, no party   
shall be relieved from any liability for any breach of the merger agreement.    

FEES, EXPENSES AND OTHER PAYMENTS                                               

We have agreed to pay Phoenix an amount equal to all of Phoenix's reasonable    
expenses, not to exceed $100,000, if the merger agreement is terminated:        

o        as a result of a material breach of any of our       
               representations, warranties, covenants or agreements, or if
              any of our representations or warranties shall have become
            untrue such that we would be incapable of satisfying the
                 conditions precedent of Phoenix and Phoenix Acquisition Corp.
to the merger agreement by April 15, 2002;  

       o        because our common stockholders do not adopt and approve the
               merger agreement and the merger at the common stockholders'
               meeting and at the time of the common stockholders' meeting
           there exists (1) a proposal with respect to a competing
                  transaction which either our board of directors or the special
                 committee has not publicly opposed or is consummated or (2) a
                 definitive agreement providing for such competing transaction
              is entered into at any time before or within twelve months
  after the termination of the merger agreement;

         o        by Phoenix, if the special committee or our board of directors
                has withdrawn, modified or adversely changed its approval or
        recommendation of the merger agreement or any of the
        transactions contemplated by the merger agreement or
               recommended or approved a competing transaction or superior
         proposal, entered into an agreement with respect to a
             competing transaction or superior proposal, or shall have
resolved to do any of the foregoing;        

      o        by Phoenix, if we fail to reject a tender offer or exchange
          offer proposal by a third party within ten days of its
            commencement or the date such proposal is first publicly
disclosed, if earlier;                      

o        by us, upon the special committee's and our board of 
               directors' authorizing us to enter into a written agreement
            with respect to a competing transaction that the special
            committee and our board have determined to be a superior
proposal; or                                

         o        by us, if the merger shall not have been completed on or prior
              to April 15, 2002 and we enter into a definitive agreement
                providing for a competing transaction within 12 months after
        the date of the termination of the merger agreement.

If the merger fails to close for any other reason by April 15, 2002, then       
Phoenix and Wilkerson, jointly and severally, are required to reimburse BCTI for
all of its reasonable expenses incurred in connection with the proposed         
transaction.                                                                    

AMENDMENT TO THE MERGER AGREEMENT                                               

The merger agreement may be amended by the parties to the merger agreement in   
writing, by action taken by their respective boards of directors and by the     
special committee, at any time before or after the adoption and approval by our 
common stockholders of the merger. However, once our common stockholders have   
adopted and approved the merger, no amendment shall be made to the merger       
agreement which, by law, requires the further approval of stockholders, without 
obtaining that further approval.                                                

BCT INTERNATIONAL, INC.                                                         

BUSINESS OF BCTI                                                                

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BCTI is a holding company with one direct wholly-owned subsidiary, Business     
Cards Tomorrow, Inc., a Florida corporation ("BCT"). BCT operates the Business  
Cards Tomorrow franchise system, the world's largest wholesale franchise        
printing chain. Since its founding in 1975, the system has grown to include 83  
"Business Cards Tomorrow Franchises" (the "Franchises") specializing in         
thermography products, labels, rubber stamps and business announcements for     
resale by retail printing providers in 36 states and Canada.                    

BCTI adopted a plan effective February 28, 1999 for the disposition of all      
Company owned Franchises. Under the plan, BCTI intended to sell all Company     
owned Franchises in fiscal 2000. All but the franchise located in Merrimack, New
Hampshire were sold in fiscal 2000. In October 2000, BCTI sold the Merrimack,   
New Hampshire franchise in exchange for a $150,000 promissory note. In January  
2001, as a result of the purchaser's default on its obligations to BCTI, BCTI   
took back the franchise, ceased operations of the franchise and liquidated the  
assets.                                                                         

BCT's operations also include the Pelican Paper Products Division ("PPP") which 
supplies paper products, press supplies and press parts to the BCT Franchises.  
BCTI operates in four operating segments of a single industry. The segments     
include (i) operations as a franchisor of printing franchises, (ii) ownership   
and operation of BCTI owned franchises (discontinued operations), (iii) sale of 
paper products and supplies to the BCT Franchises, and (iv) other operations.   

The Franchises typically operate through the placement of business card,        
stationery, rubber stamp and labels catalogs with commercial and retail "quick" 
printers, office superstores, forms brokers, office supply companies and        
stationers in the Franchises' trade areas (collectively, the "Dealers"). The    
Dealers secure orders from their customers for thermographed printed products   
and other printed matter which are normally picked up daily by the Franchises'  
route drivers, who also deliver products previously ordered. Thermography is a  
specialized printing process that gives a raised printing effect similar to     
engraving and requires specialized equipment and operating techniques which     
commercial printers, quick printers, office superstores and other retail dealers
choose not to invest in. The Franchises specialize in the "fast turnaround" of  
their products, delivering many items, such as business cards, in one business  
day, with most products being delivered within two days of the date of order.   
Increasingly, the Franchises receive orders by fax and electronic communications
via the Internet using Orderprinting.com/TM, an Internet-based ordering system. 

In January 1999, BCTI introduced Orderprinting.com/TM which is targeted toward  
the print broker market. Orderprinting.com/TM/ consists of a custom web-based   
ordering system which allows end users to log-in to a personalized Internet site
which has the end user company's business card and business stationery product  
layouts. The end user selects the product and layout desired and enters the     
required employee and location information, previews the finished stationery    
product on-line and approves the order for processing. The order is transmitted 
electronically to the BCT Franchise that will process the order. In addition,   
the print broker associated with the end user is notified of the order via      
e-mail.                                                                         

BCT supplies business stationery and rubber stamp and label catalogs to its     
Franchises and also sells them paper products featured in the catalogs through  
PPP. In July 2000, BCTI relocated its catalog printing facility from its Delray 
Beach, Florida location to BCTI's warehouse facility in Menasha, Wisconsin.     

PPP is a primary supplier of paper products for the BCT Franchises. PPP         
purchases raw paper directly from paper mills and paper brokers and utilizes the
services of converters to convert the raw material to finished paper products.  
In addition, certain conversion functions are performed "in house". PPP also    
performs                                                                        

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converting and handling services for third parties. PPP utilizes three public   
storage facilities located strategically throughout the United States to house  
and ship out paper products to the Franchises.                                  

BCT derives revenues from six principal sources: (i) royalties, which are based 
on a percentage of sales from the BCT Franchises; (ii) franchise fees from newly
franchised Franchises and resale fees from the resale of operating Franchises;  
(iii) sales of paper products to franchisees; (iv) catalog and miscellaneous    
equipment and parts sales classified as printing sales; (v) interest income from
financing franchise acquisitions (primarily resales) and receivables; and (vi)  
software licensing fees related to Orderprinting.com.                           

As of May 25, 2001, 84 BCT Franchises are in operation in 36 states, Canada     
(nine Franchises) and Argentina (one Franchise). The current number of          
Franchises compares with 87 and 89 Franchises in operation on May 19, 2000 and  
May 18, 1999, respectively. The decrease in the number of franchises is the     
result of the closing of three franchise locations. Total BCT system sales      
reached approximately $108,000,000, $107,000,000 and $105,000,000 for the years 
ended December 31, 2000, 1999 and 1998, an average of $1,238,000, $1,230,000 and
$1,222,000, respectively, per Franchise.                                        

BCT receives either a 5% or 6% royalty fee based on gross franchisee sales for  
original 15 - 25 year contracts. The royalty fee is dependent on the initial    
franchise agreement date. Generally, agreements dated through mid-1986 carry 5% 
royalties. Thereafter, the 6% royalty applies. No franchise agreements are up   
for renewal in fiscal 2002. For fiscal years ended 2001, 2000, and 1999,        
continuing franchise royalties comprised approximately 27%, 21% and 27% of total
revenue, respectively. PPP sales to the franchisees for fiscal years ended 2001,
2000, and 1999 were approximately 69%, 71%, and 69%, of total revenue,          
respectively.                                                                   

Raw Materials                                                                   

The primary raw materials of the BCT Franchises are paper products which are    
readily available from numerous industry suppliers. It is common practice within
the paper industry to place minimum order levels when ordering specific         
materials. In addition, the need to maintain a complete stock of raw materials  
for all items listed in BCT's catalogs requires significant continuing inventory
investment. While BCT, through PPP, sells paper products to its Franchises, the 
Franchises are under no obligation to purchase these products from BCT and all  
such products are available from other suppliers.                               

The paper industry does suffer periodic shortages of specific paper products as 
well as price fluctuations caused by supply and demand changes, but these       
shortages and price fluctuations typically affect all similar types of printers 
in an industry such as "trade" thermographers and can generally be mitigated    
through the use of alternate supply sources in the industry and substitution    
with similar products. Any increases in the cost of paper from the mills is     
generally passed on to the Franchises. It is not considered by BCT as very      
likely that any of its Franchises would be out of operation for any significant 
period of time due to an unavailability of raw materials resulting from major   
supply or price changes in the paper industry.                                  

Franchises                                                                      

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BCT's franchise agreements with individual Franchises are typically for a       
15-to-25 year period and are renewable for additional 10-year periods. The right
to renew is contingent upon the Franchise not being in default under any        
material term of the franchise agreement. BCT may terminate a franchise         
agreement under certain circumstances where the Franchisee is in material       
default under the franchise agreement and has not cured such default(s) after   
notice from BCT. BCT's existing franchise agreements with individual Franchises 
have an average remaining term of approximately 15 years. No Franchises come up 
for renewal in fiscal 2002, and in the subsequent 10 years, 16 Franchises come  
up for renewal.                                                                 

BCTI does not expect to generate significant revenues from the sale of new      
Franchises in the foreseeable future. BCTI intends to focus its growth strategy 
on increasing sales by existing Franchises.                                     

Trade and Service Marks                                                         

BCTI has received federal registration of the names "Business Cards Tomorrow",  
"BCT International, Inc.", "Orderprinting.com" and the BCT commercial logo, as  
well as the names and commercial marks for "Typesetting Express", "Engraving    
Tomorrow", "Thrift-T-Cards", "Thermo-Rite" and "Rubber Stamps Tomorrow".        

Research and Development                                                        

BCTI performs ongoing research and development, seeking improvements in the     
operating procedures and products of its Franchises and development of          
proprietary software. These activities are primarily done at BCTI's corporate   
headquarters. Also, BCTI often requests individual franchisees to perform tests 
of various equipment, materials or techniques in an actual production           
environment. BCTI has invested significant amounts in the research and          
development of Orderprinting.com/TM/, an Internet-based order entry and         
distribution system.                                                            

Government Regulation                                                           

The Federal Trade Commission has adopted rules relating to the sales of         
franchises and disclosure requirements to potential franchise purchasers.       
Additionally, various states have adopted laws regulating franchise sales and   
operations. As a franchisor, BCTI is required to comply with these federal and  
state regulations and believes that it is not operating in violation of any of  
these regulations.                                                              

COMPETITION                                                                     

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BCTI and its franchisees compete with other franchisors, franchisees and        
independent operators in the graphic arts industry. While BCTI believes that its
BCT franchise system is the leading supplier of thermographed business cards to 
printers throughout the United States, there can be no assurance that           
competitors will not imitate or improve upon BCTI's business strategy. BCT's    
major national competitors are Regency Thermographers, Carlson Craft, and       
American Wholesale Thermographers, Inc.; however, BCT's franchisees also compete
with numerous local and regional operations. BCT's franchisees compete primarily
on the basis of turnaround time, quality and close customer contact and, more   
recently with Orderprinting.com/TM/ Internet technology.                        

EMPLOYEES                                                                       

As of February ___, 2002, BCTI has 40 employees, all of whom are located at     
either (i) BCTI's corporate headquarters in Fort Lauderdale, Florida, or (ii)   
BCTI's paper distribution warehouse and paper converting facility in Menasha,   
Wisconsin.                                                                      

DESCRIPTION OF PROPERTY                                                         

BCTI's corporate headquarters are located at 3000 NE 30th Place, Fifth Floor,   
Fort Lauderdale, Florida, and occupy approximately 7,500 square feet. The lease 
on this facility continues to October 2002 at a monthly rental of approximately 
$9,800.                                                                         

BCTI's primary paper warehouse is located at 772 Specialists Avenue, Menasha,   
Wisconsin utilizing approximately 35,000 square feet. This facility also        
accommodates BCTI's printing and paper converting operations and is leased at a 
monthly rental of approximately $9,200 through January 2005. Management believes
that existing facilities are adequate for the foreseeable future.               

LEGAL PROCEEDINGS                                                               

No material matters.                                                            

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

The information set forth on the following table is furnished as of December 11,
2001 with respect to any person (including any "group" as that term is used in  
Section 13(d)(3) of the Exchange Act), who is known to us to be the beneficial  
owner of more than 5% of any class of our voting securities, and as to those    
shares of our equity securities beneficially owned by each of our directors and 
nominees for director, our named executive officers, and all of our directors   
and executive officers as a group. There are no options, warrants or other      
rights held by any of the persons listed in the table below which are           
exercisable within 60 days of the date of the filing of this proxy statement,   
other than as set forth herein.                                                 

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                                                                Percent of Class
Title of Class  Name of Beneficial Owners (1)    No. of Shares      (%) (2)     
--------------  -------------------------        -------------  ----------------
Common Stock    William A. Wilkerson              3,020,282 (3)      55.40      
Common Stock    Michael R. Hull                      20,900 (4)         *       
Common Stock    Jeff Hewson                          70,541 (5)       1.37      
Common Stock    Henry Johnson                       104,757 (6)       2.03      
Common Stock    John Galardi                         22,500 (7)         *       
Common Stock    Phil Pisciotta                            0             *       
Common Stock    Total  Officers and Directors     2,799,830          58.25      
as a Group(6 persons)                         
--------------                                                                  
* Less than 1%.                                                                 

(1) The address of each of the indicated stockholders is c/o BCT International, 
Inc., 3000 Northeast 30th Place, Fort Lauderdale, Florida 33306.                

(2) Based on 5,121,471 shares of common stock outstanding as of the record date 
(net of treasury shares).                                                       

(3) Includes a currently exercisable option to purchase 330,000 shares of common
stock, at exercise prices of $1.48 - $1.87 per share. Includes (a) 2,651,682    
shares of BCTI common stock owned by Phoenix and (b) 38,600 shares of BCTI      
common stock owned personally by William A. Wilkerson. Therefore, William A.    
Wilkerson has the power to vote and dispose of the 2,690,282 shares and, as a   
result of such power, is deemed to own all of the 2,690,282 shares. William A.  
Wilkerson is the sole director, executive officer and stockholder of Phoenix    
and, therefore, may be deemed to be an owner of the shares of BCTI common stock 
owned by Phoenix.                                                               

(4) Includes a currently exercisable option to purchase 20,400 shares of common 
stock, at exercise prices of $1.63 - $1.87 per share.                           

(5) Includes a currently exercisable option to purchase 30,000 shares of common 
stock, at exercise prices of $1.09 - $1.87 per share.                           

(6) Includes a currently exercisable option to purchase 36,250 shares of common 
stock, at exercise prices of $1.25 - $1.87 per share.                           

(7) Includes a currently exercisable option to purchase 22,500 shares of common 
stock, at exercise prices of $1.25 - $1.87 per share.                           

PRIOR STOCK PURCHASES                                                           

The following table sets forth the purchases by BCTI, the acquisition group and 
each of their directors, executive officers and affiliates, as applicable, of   
BCTI's common stock during the past two years, or the date that the individual  
or company became an affiliate, if this date is later, including: (1) the date  
the individual or the company purchased shares; (2) the number of shares        
purchased; (3) the price per share the individual paid for the shares; (4) the  
average closing sales price per share for the quarter as reported by the Nasdaq 
National Market through September 9, 2001and the Over-The-Counter Bulletin Board
thereafter; and (5) the average closing price of the 20-day period prior to the 
date of each purchase as reported by the Nasdaq National Market through         
September 9, 2001 and the Over-The-Counter Bulletin Board thereafter.           

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                                                        [Enlarge/Download Table]


                                                  Purchase   Avg. Closing   Avg. Closing 
            Transaction   Date of      Number of  Price Per  Price Per      Price 20     
Purchaser   Type          Transaction  Shares     Share ($)  Quarter ($)    days ($)     
---------   -----------   -----------  ---------  ---------  -------------  -------------
                                                                                         
Wilkerson   Purchase        06/20/01       5,000     1.68       1.52           1.50      
Wilkerson   Purchase        07/24/00      10,000     2.00       1.52           1.46      
BCTI        Treasury        12/18/00      10,000     1.44       1.32           1.42      
            purchase                                                                     
BCTI        Treasury        12/19/00      30,000     1.44       1.32           1.40      
            purchase                                                                     
BCTI        Treasury        12/22/00      30,000     1.44       1.32           1.39      
            purchase                                                                     
BCTI        Treasury        12/28/99      20,000     1.44       1.32           1.37      
            purchase                                                                     
BCTI        Treasury        12/29/00       5,000     1.43       1.32           1.36      
            purchase                                                                     
Wilkerson   Option          03/17/01       6,250     1.25       1.26           1.39      
            exercise                                                                     
Wilkerson/  Capital         08/15/01     274,750       --       0.96           0.92      
Phoenix     Contribution                                                                 
Wilkerson/  Capital         08/17/01     670,632       --       0.96           0.90      
Phoenix     Contribution                                                                 
Wilkerson/  Purchase        08/20/01     623,782     1.75       0.96           0.89      
Phoenix                                                                                  
Phoenix     Purchase        08/20/01     212,222     0.90       0.96           0.89      
Phoenix     Purchase        08/20/01      15,000     0.90       0.96           0.89      
Phoenix     Purchase        09/06/01      10,626     0.90       0.65           0.85      
Phoenix     Purchase        09/06/01      25,125     0.90       0.65           0.85      
Phoenix     Purchase        09/09/01     112,683     0.90       0.65           0.89      
Phoenix     Purchase        09/20/01      25,000     0.90       0.65           0.78      
Phoenix     Purchase        09/24/01      14,600     0.90       0.65           0.76      
Phoenix     Capital         09/26/01      10,000       --       0.65           0.75      
            Contribution                                                                 
Wilkerson/  Purchase        09/26/01     618,482     1.50       0.65           0.75      
Phoenix                                                                                  
Phoenix     Purchase        10/04/01      27,730     0.90       0.65           0.67      
Phoenix     Purchase        10/18/01      11,050     0.90       0.65           0.67      
TOTAL                                  2,651,682                                         

OTHER MATTERS FOR ACTION AT THE SPECIAL MEETING                                 

Our board of directors is not aware of any matters to be presented for action at
the special meeting other than described herein and does not intend to bring any
other matters before the special meeting; however, if other matters should come 
before the special meeting, it is intended that the holders of proxies solicited
hereby will vote thereon in their discretion.                                   

PROPOSALS BY HOLDERS OF SHARES OF COMMON STOCK                                  

Due to the contemplated consummation of the merger, we do not currently expect  
to hold a fiscal year 2002 annual meeting of stockholders because, following the
merger, we will not be a publicly held company. In                              

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the event the merger is not consummated for any reason, we must receive         
proposals of stockholders intended to be presented at the 2002 annual meeting of
stockholders at our principal executive offices no later than the tenth day     
following our public announcement of the date of our 2002 annual meeting, for   
inclusion in our proxy statement and form of proxy relating to that meeting.    

EXPENSES OF SOLICITATION                                                        

BCTI will bear the cost of preparing, mailing, and soliciting the proxy         
statement. In addition to our solicitations by mail, our directors, officers,   
and regular employees may solicit proxies personally and by telephone,          
facsimile, or other means, for which they will receive no compensation in       
addition to their normal compensation. Arrangements will be made with brokerage 
houses and other custodians, nominees, and fiduciaries for the forwarding of    
solicitation material to the beneficial owners of our common stock held of      
record by such persons, and we may reimburse them for their reasonable          
transaction and clerical expenses.                                              

INDEPENDENT AUDITORS                                                            

Our consolidated financial statements for the fiscal years ended February 28,   
2001, 2000 and 1999 have been audited by PricewaterhouseCoopers, LLP,           
independent auditors, as stated in their report incorporated by reference.      

AVAILABLE INFORMATION                                                           

We are subject to the informational reporting requirements of the Exchange Act  
and in accordance with the Exchange Act, we file reports, proxy statements and  
other information with the SEC. Such reports, proxy statements and other        
information can be inspected and copies made at the Public Reference Room of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material  
can also be obtained from the Public Reference Section of the SEC at its        
Washington address at prescribed rates. Information regarding the operation of  
the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. 
Copies of such material may also be accessed through the SEC's web site at      
www.sec.gov. Our common stock is currently listed on the OTC Bulletin Board     
under the symbol "BCTI".                                                        

We have filed a Schedule 13E-3 with the SEC with respect to the merger. As      
permitted by the SEC, this proxy statement omits certain information contained  
in the Schedule 13E-3. The Schedule 13E-3, including any amendments and exhibits
filed or incorporated by reference as a part of it, is available for inspection 
or copying as set forth above. Statements contained in this proxy statement or  
in any document incorporated in this proxy statement by reference regarding the 
contents of any contract or other document are not necessarily complete and each
such statement is qualified in its entirety by reference to such contract or    
other document filed as an exhibit with the SEC.                                

If you would like to request documents from us, please do so at least five      
business days before the date of the special meeting in order to receive timely 
delivery of such documents prior to the special meeting.                        

Information Incorporated by Reference                                           

Our Annual Report on Form 10-K for the years ended February 28, 1999, February  
28, 2000, February 28, 2001 and our Quarterly Report on Form 10-Q for the       
quarter ended August 31, 2001, each filed by BCTI with the SEC are incorporated 
by reference into this proxy statement. Our 10-Ks and 10-Q are not presented in 
this proxy statement or delivered with it, but are available (without exhibits, 
unless the exhibits are specifically incorporated in this proxy statement by    
reference) to any person, including any beneficial owner, to whom this proxy    
statement is delivered, without charge, upon written request directed to us at  
3000 N.E. 30th Place, Fifth Floor, Fort Lauderdale, Florida 33306, Attention:   
Chief Financial Officer. Copies of our 10-Ks and 10-Qs so requested will be     
sent, within one business day of receipt of such request, by first class mail,  
postage paid. All documents BCTI files pursuant to Section 13(a), 13(c), 14 or  
15(d) of the Exchange Act after the date of this proxy statement and prior to   
the date of the special meeting shall be deemed to be incorporated by reference 
in this proxy statement and to be a of this proxy statement hereof from the     
respective dates of filing of such documents. Any statement contained in this   
proxy statement or in a document incorporated or deemed to be incorporated by   
reference in this proxy shall be                                                

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deemed to be modified or superseded for purposes of this proxy statement to the 
extent that a statement contained in any subsequently filed document that also  
is or is deemed to be incorporated by reference in this proxy modifies or       
supersedes such statement. Any such statement so modified or superseded shall   
not be deemed, except as so modified or superseded, to constitute a part of this
proxy statement. Any references to Private Securities Litigation Reform Act in  
BCTI's publicly-filed documents which are incorporated by reference into this   
proxy statement are specifically not incorporated by reference into this proxy  
statement.                                                                      

No persons have been authorized to give any information or to make any          
representations other than those contained, or incorporated by reference, in    
this proxy statement, and if given or made, such information or representations 
must not be relied upon as having been authorized by us or any other person. You
should rely only on the information contained in this proxy statement to vote   
your shares at the special meeting. We have not authorized anyone to provide you
with information that is different from what is contained in this proxy         
statement. This proxy statement is dated __________, 2002.                      

You should not assume that the information contained in this proxy statement is 
accurate as of any date other than that date, and the mailing of this proxy     
statement to stockholders does not create any implication to the contrary. This 
proxy statement does not constitute a solicitation of a proxy in any            
jurisdiction where, or to or from any person to whom, it is unlawful to make    
such proxy solicitation in such jurisdiction.                                   

By Order of the Board of Directors,                                             

/s/ William A. Wilkerson                                                        
William A. Wilkerson                                                    
Chairman of the Board and Chief Executive Officer                       

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SECTION 262 OF THE DELAWARE  GENERAL CORPORATION LAW                            

APPRAISAL RIGHTS.--(a) Any stockholder of a corporation of this State who holds 
shares of stock on the date of the making of a demand pursuant to subsection (d)
of this section with respect to such shares, who continuously holds such shares 
through the effective date of the merger or consolidation, who has otherwise    
complied with subsection (d) of this section and who has neither voted in favor 
of the merger or consolidation nor consented thereto in writing pursuant to     
Section 228 of this title shall be entitled to an appraisal by the Court of     
Chancery of the fair value of the stockholder's shares of stock under the       
circumstances described in subsections (b) and (c) of this section. As used in  
this section, the word "stockholder" means a holder of record of stock in a     
stock corporation and also a member of record of a nonstock corporation; the    
words "stock" and "share" mean and include what is ordinarily meant by those    
words and also membership or membership interest of a member of a nonstock      
corporation; and the words "depository receipt" mean a receipt or other         
instrument issued by a depository representing an interest in one or more shares
or fractions thereof, solely of stock of a corporation, which stock is deposited
with the depository.                                                            

(b) Appraisal rights shall be available for the shares of any class or series of
stock of a constituent corporation in a merger or consolidation to be effected  
pursuant to Section 251 (other than a merger effected pursuant to Section 251   
(g) of this title), Section 252, Section 254, Section 257, Section 258, Section 
263 or Section 264 of this title:                                               

              (1) Provided, however, that no appraisal rights under this
     section shall be available for the shares of any class or series of
       stock, which stock, or depository receipts in respect thereof, at the
     record date fixed to determine the stockholders entitled to receive
      notice of and to vote at the meeting of stockholders to act upon the
   agreement of merger or consolidation, were either (i) listed on a
        national securities exchange or designated as a national market system
         security on an interdealer quotation system by the National Association
       of Securities Dealers, Inc. or (ii) held of record by more than 2,000
 holders; and further provided that no appraisal rights shall be
  available for any shares of stock of the constituent corporation
       surviving a merger if the merger did not require for its approval the
      vote of the stockholders of the surviving corporation as provided in
subsection (f) of Section 251 of this title.                  

         (2) Notwithstanding paragraph (1) of this subsection,
       appraisal rights under this section shall be available for the shares
     of any class or series of stock of a constituent corporation if the
        holders thereof are required by the terms of an agreement of merger or
         consolidation pursuant to Sections 251, 252, 254, 257, 258, 263 and 264
of this title to accept for such stock anything except:       

           (a) Shares of stock of the corporation surviving or
        resulting from such merger or consolidation, or depository
receipts in respect thereof;                      

                   (b) Shares of stock of any other corporation, or depository
               receipts in respect thereof, which shares of stock (or depository
        receipts in respect thereof) or depository receipts at the
          effective date of the merger or consolidation will be either
         listed on a national securities exchange or designated as a
         national market system security on an interdealer quotation
               system by the National Association of Securities Dealers, Inc. or
held of record by more than 2,000 holders;        

           (c) Cash in lieu of fractional shares or fractional
             depository receipts described in the foregoing subparagraphs a.
and b. of this paragraph; or                      

              (d) Any combination of the shares of stock, depository
          receipts and cash in lieu of fractional shares or fractional
              depository receipts described in the foregoing subparagraphs a.,
b. and c. of this paragraph.                      

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              (3) In the event all of the stock of a subsidiary Delaware
        corporation party to a merger effected under Section 253 of this title
         is not owned by the parent corporation immediately prior to the merger,
      appraisal rights shall be available for the shares of the subsidiary
Delaware corporation.                                         

     (c) Any corporation may provide in its certificate of incorporation
that appraisal rights under this section shall be available for the shares of   
any class or series of its stock as a result of an amendment to its certificate 
of incorporation, any merger or consolidation in which the corporation is a     
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision, 
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.                   

(d)      Appraisal rights shall be perfected as follows:      

                 (1) If a proposed merger or consolidation for which appraisal
        rights are provided under this section is to be submitted for approval
      at a meeting of stockholders, the corporation, not less than 20 days
     prior to the meeting, shall notify each of its stockholders who was
     such on the record date for such meeting with respect to shares for
         which appraisal rights are available pursuant to subsections (b) or (c)
         hereof that appraisal rights are available for any or all of the shares
     of the constituent corporations, and shall include in such notice a
         copy of this section. Each stockholder electing to demand the appraisal
       of such stockholder's shares shall deliver to the corporation, before
         the taking of the vote on the merger or consolidation, a written demand
 for appraisal of such stockholder's shares. Such demand will be
        sufficient if it reasonably informs the corporation of the identity of
        the stockholder and that the stockholder intends thereby to demand the
     appraisal of such stockholder's shares. A proxy or vote against the
merger or consolidation shall not constitute such a demand. A 
   stockholder electing to take such action must do so by a separate
       written demand as herein provided. Within 10 days after the effective
  date of such merger or consolidation, the surviving or resulting
corporation shall notify each stockholder of each constituent 
        corporation who has complied with this subsection and has not voted in
       favor of or consented to the merger or consolidation of the date that
the merger or consolidation has become effective; or          

               (2) If the merger or consolidation was approved pursuant to
         Section 228 or Section 253 of this title, each constituent corporation,
    either before the effective date of the merger or consolidation or
     within ten days thereafter, shall notify each of the holders of any
  class or series of stock of such constituent corporation who are
entitled to appraisal rights of the approval of the merger or 
      consolidation and that appraisal rights are available for any or all
shares of such class or series of stock of such constituent   
       corporation, and shall include in such notice a copy of this section;
         provided that, if the notice is given on or after the effective date of
the merger or consolidation, such notice shall be given by the
        surviving or resulting corporation to all such holders of any class or
   series of stock of a constituent corporation that are entitled to
  appraisal rights. Such notice may, and, if given on or after the
        effective date of the merger or consolidation, shall, also notify such
        stockholders of the effective date of the merger or consolidation. Any
        stockholder entitled to appraisal rights may, within 20 days after the
         date of mailing of such notice, demand in writing from the surviving or
   resulting corporation the appraisal of such holders' shares. Such
       demand will be sufficient if it reasonably informs the corporation of
  the identity of the stockholder and that the stockholder intends
         thereby to demand the appraisal of such holder's shares. If such notice
    did not notify stockholders of the effective date of the merger or
        consolidation, either (i) each such constituent corporation shall send
a second notice before the effective date of the merger or    
    consolidation notifying each of the holders of any class series of
      stock of such constituent corporation that are entitled to appraisal
         rights of the effective date of the merger or consolidation or (ii) the
       surviving or resulting corporation shall send such a second notice to
  all such holders on or within 10 days after such effective date;
         provided, however, that if such second notice is sent more than 20 days
         following the sending of the first notice, such second notice need only
         be sent to each stockholder who is entitled to appraisal rights and who
has                                                           

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    demanded appraisal of such holder's shares in accordance with this
        subsection. An affidavit of the secretary or assistant secretary or of
       the transfer agent of the corporation that is required to give either
        notice that such notice has been given shall, in the absence of fraud,
      be prima facie evidence of the facts stated therein. For purposes of
      determining the stockholders entitled to receive either notice, each
       constituent corporation may fix, in advance, a record date that shall
 be not more than 10 days prior to the date the notice is given,
         provided, that if the notice is given on or after the effective date of
      the merger or consolidation, the record date shall be such effective
       date. If no record date is fixed and the notice is given prior to the
       effective date, the record date shall be the close of business on the
day next preceding the day on which the notice is given.      

(e) Within 120 days after the effective date of the merger or 
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to   
appraisal rights, may file a petition in the Court of Chancery demanding a      
determination of the value of the stock of all such stockholders.               
Notwithstanding the foregoing, at any time within 60 days after the effective   
date of the merger or consolidation, any stockholder shall have the right to    
withdraw such stockholder's demand for appraisal and to accept the terms offered
upon the merger or consolidation. Within 120 days after the effective date of   
the merger or consolidation, any stockholder who has complied with the          
requirements of subsections (a) and (d) hereof, upon written request, shall be  
entitled to receive from the corporation surviving the merger or resulting from 
the consolidation a statement setting forth the aggregate number of shares not  
voted in favor of the merger or consolidation and with respect to which demands 
for appraisal have been received and the aggregate number of holders of such    
shares. Such written statement shall be mailed to the stockholder within 10 days
after such stockholder's written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the    
period for delivery of demands for appraisal under subsection (d) hereof,       
whichever is later.                                                             

         (f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which   
shall within 20 days after such service file in the office of the Register in   
Chancery in which the petition was filed a duly verified list containing the    
names and addresses of all stockholders who have demanded payment for their     
shares and with whom agreements as to the value of their shares have not been   
reached by the surviving or resulting corporation. If the petition shall be     
filed by the surviving or resulting corporation, the petition shall be          
accompanied by such a duly verified list. The Register in Chancery, if so       
ordered by the Court, shall give notice of the time and place fixed for the     
hearing of such petition by registered or certified mail to the surviving or    
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at    
least 1 week before the day of the hearing, in a newspaper of general           
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication  
shall be approved by the Court, and the costs thereof shall be borne by the     
surviving or resulting corporation.                                             

    (g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an   
appraisal for their shares and who hold stock represented by certificates to    
submit their certificates of stock to the Register in Chancery for notation     
thereon of the pendency of the appraisal proceedings; and if any stockholder    
fails to comply with such direction, the Court may dismiss the proceeding as to 
such stockholder.                                                               

      (h) After determining the stockholders entitled to an appraisal, the
Court shall appraise the shares, determining their fair value exclusive of any  
element of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon   
the amount determined to be the fair value. In determining such fair value, the 
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of 
interest which the surviving or resulting corporation would have had to pay to  
borrow money during the pendency of the proceeding. Upon application by the     
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its                              

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discretion, permit discovery or other pretrial proceedings and may proceed to   
trial upon the appraisal prior to the final determination of the stockholder    
entitled to an appraisal. Any stockholder whose name appears on the list filed  
by the surviving or resulting corporation pursuant to subsection (f) of this    
section and who has submitted such stockholder's certificates of stock to the   
Register in Chancery, if such is required, may participate fully in all         
proceedings until it is finally determined that such stockholder is not entitled
to appraisal rights under this section.                                         

         (i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court 
may direct. Payment shall be so made to each such stockholder, in the case of   
holders of uncertificated stock forthwith, and the case of holders of shares    
represented by certificates upon the surrender to the corporation of the        
certificates representing such stock. The Court's decree may be enforced as     
other decrees in the Court of Chancery may be enforced, whether such surviving  
or resulting corporation be a corporation of this State or of any state.        

    (j) The costs of the proceeding may be determined by the Court and
taxed upon the parties as the Court deems equitable in the circumstances. Upon  
application of a stockholder, the Court may order all or a portion of the       
expenses incurred by any stockholder in connection with the appraisal           
proceeding, including, without limitation, reasonable attorneys' fees and the   
fees and expenses of experts, to be charged pro rata against the value of all of
the shares entitled to an appraisal.                                            

       (k) From and after the effective date of the merger or consolidation,
no stockholder who has demanded appraisal rights as provided in subsection (d)  
of this section shall be entitled to vote such stock for any purpose or to      
receive payment of dividends or together distributions on the stock (except     
dividends or other distributions payable to stockholders of record at a date    
which is prior to the effective date of the merger or consolidation); provided, 
however; that if no petition for an appraisal shall be filed within the time    
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of such          
stockholder's demand for an appraisal and an acceptance of the merger or        
consolidation, either within 60 days after the effective date of the merger or  
consolidation as provided in subsection (e) of this section or thereafter with  
the written approval of the corporation, then the right of such stockholder to  
an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding
in the Court of Chancery shall be dismissed as to any stockholder without the   
approval of the Court, and such approval may be conditioned upon such terms as  
the Court deems just.                                                           

       (l) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they        
assented to the merger or consolidation shall have the status of authorized and 
unissued shares of the surviving or resulting corporation. (last amended by Ch. 
339, L. `98. Eff. 7-1-98.)                                                      

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 BCT INTERNATIONAL, INC.
 PRELIMINARY FORM OF PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON ________, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS                     

The undersigned hereby constitutes and appoints William A. Wilkerson, with the  
power of substitution, the proxies of the undersigned to vote with the same     
force and effect as the undersigned, all shares of common stock of BCT          
International, Inc. ("BCTI") which the undersigned is entitled to vote at the   
Special Meeting of Stockholders to be held at the offices of BCTI at 3000 N.E.  
30th Place, Fifth Floor, Fort Lauderdale, Florida 33306, on ________, 2002, at  
2:00 P.M. and at any adjournment or adjournments thereof, hereby revoking any   
proxy or proxies heretofore given and ratifying and confirming all that said    
proxies may do or cause to be done by virtue thereof with respect to the        
following matter:                                                               

   The approval and adoption of an Agreement and Plan of Merger, dated as of
November 26, 2001, by and among acquisition group of Florida, Inc., Phoenix     
Acquisition Corp. and BCTI, providing for the merger of Phoenix Acquisition     
Corp. with and into BCTI.                                                       

[ ]  FOR  [ ]  AGAINST  [ ]  ABSTAIN                                            

To vote to adjourn the meeting.                                       

[ ]  FOR  [ ]  AGAINST  [ ]  ABSTAIN                                            

This proxy, when properly executed, will be voted as directed. If no direction  
is indicated, the proxy will be voted for the approval and adoption of the      
Agreement and Plan of Merger. Shares cannot be voted unless this proxy card is  
signed and returned or shares are voted in person at the Special Meeting.       

The undersigned hereby acknowledges receipt of the Notice of Special Meeting of 
Common Stockholders to be held on ________, 2002, and the Proxy Statement, dated
_______, 2001 prior to the signing of this proxy.                               

Dated _____________________, 2002                                               

Please sign your name exactly as it appears hereon. When signing as attorney,   
executor, administrator, trustee or guardian, please give your full title as it 
appears hereon. When signing as joint tenants, all parties in the joint tenancy 
must sign. When a proxy is given by a corporation, it should be signed by an    
authorized officer and the corporate seal affixed. When a proxy is given by a   
partnership, it should be signed in the partnership name by an authorized       
person.                                                                         

PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.     

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APPENDIX A

AGREEMENT AND PLAN OF MERGER

 DATED AS OF November 26, 2001

 AMONG

 PHOENIX GROUP OF FLORIDA, INC., PHOENIX ACQUISITION CORP. and
WILLIAM A. WILKERSON

 AND BCT INTERNATIONAL, INC.

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]
                                                                                                      
ARTICLE I THE MERGER.............................................................................  2  
         1.1 The Merger..........................................................................  2  
         1.2 Closing.............................................................................  2  
         1.3 Effective Time of the Merger........................................................  2  
         1.4 Effects of the Merger...............................................................  2  
         1.5 Certificate of Incorporation; Bylaws................................................  3  
         1.6 Directors; Officers.................................................................  3  

ARTICLE II CANCELLATION OF THE CAPITAL STOCK OF THE COMPANY AND PAYMENT WITH RESPECT THERETO.....  3  
         2.1 Effect on Capital Stock.............................................................  3  
         2.2 Delivery of Merger Consideration....................................................  4  
         2.3 Stock Options with Respect to Company Common Stock..................................  6  

ARTICLE III REPRESENTATIONS AND WARRANTIES.......................................................  6  
         3.1 Representations and Warranties of the Company.......................................  6  
         3.2 Representations and Warranties of Wilkerson, Phoenix and Merger Sub................. 11  

ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS............................................. 13  
         4.1 Covenants of Company................................................................ 13  
         4.2 Covenants of Wilkerson, Phoenix and Merger Sub...................................... 16  
         4.3 Competing Transactions.............................................................. 16  

ARTICLE V ADDITIONAL AGREEMENTS.................................................................. 17  
         5.1 Preparation of the Proxy Statement and Schedule 13E-3............................... 17  
         5.2 Stockholders' Meeting............................................................... 17  
         5.3 Legal Conditions to Merger.......................................................... 18  
         5.4 Brokers or Finders.................................................................. 18  
         5.5 Indemnification; Directors' and Officers' Insurance................................. 18  
         5.6 Shareholder Lists................................................................... 19  
         5.7 Shareholder Litigation.............................................................. 19  
         5.8 Communication to Employees.......................................................... 19  

ARTICLE VI CONDITIONS PRECEDENT.................................................................. 19  
         6.1 Conditions to Each Party's Obligation To Effect the Merger.......................... 19  
         6.2 Conditions to Obligations of Wilkerson, Phoenix and Merger Sub...................... 20  
         6.3 Conditions to Obligations of Company................................................ 21  

ARTICLE VII TERMINATION AND AMENDMENT............................................................ 22  
         7.1 Termination......................................................................... 22  
         7.2 Effect of Termination............................................................... 23  

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                                                        [Enlarge/Download Table]
                                                                                             
         7.3 Fees, Expenses and Other Payments........................................... 23 
         7.4 Amendment................................................................... 24 
         7.5 Extension; Waiver........................................................... 25 

ARTICLE VIII GENERAL PROVISIONS.......................................................... 25 
         8.1 Survival of Representations, Warranties and Agreements...................... 25 
         8.2 Notices..................................................................... 25 
         8.3 Certain Definitions......................................................... 26 
         8.4 Interpretation.............................................................. 27 
         8.5 Counterparts................................................................ 28 
         8.6 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership......... 28 
         8.7 Governing Law; Consent to Jurisdiction...................................... 28 
         8.8 Severability; No Remedy in Certain Circumstances............................ 28 
         8.9 Publicity................................................................... 29 
         8.10 Assignment................................................................. 29 
         8.11 Adjustment................................................................. 29 

EXHIBIT A Certificate of Incorporation of Merger Sub..................................... 31 

EXHIBIT B Bylaws of Merger Sub........................................................... 34 

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   AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 26,
2001, among Phoenix Group of Florida, Inc., a Nevada corporation ("Phoenix"),   
Phoenix Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary 
of Phoenix ("Merger Sub"), William A. Wilkerson ("Wilkerson") and BCT           
International, Inc., a Delaware corporation (the "Company").                    

RECITALS

     WHEREAS, Phoenix together with its affiliates, including Wilkerson, are the
beneficial owners of 2,690,282 shares of Common Stock, par value $.04 per share,
of the Company (the "Company Common Stock"), which represents approximately     
52.5% of the outstanding shares of Company Common Stock (not including          
outstanding shares held by the Company in its treasury or by its Subsidiaries). 

    WHEREAS, Phoenix has proposed that Phoenix acquire (the "Acquisition") all
of the issued and outstanding shares of Company Common Stock not beneficially   
owned (within the meaning of Rule 13d-3 of the Exchange Act (as defined below)) 
(the "Shares") by Phoenix, Merger Sub, Wilkerson or any other Affiliate (as     
hereinafter defined), other than the Company, of Phoenix (collectively, the     
"Acquisition Group").                                                           

    WHEREAS, in furtherance of the Acquisition, it is proposed that Merger Sub
shall be merged with and into the Company, with the Company continuing as the   
surviving corporation (the "Merger"), in accordance with the General Corporation
Law of the State of Delaware (the "DGCL") and upon the terms and subject to the 
conditions set forth herein.                                                    

    WHEREAS, a special committee of the Board of Directors of the Company (the
"Board"), consisting entirely of non-management directors of the Company who are
not Affiliates (as defined below) of the Acquisition Group (the "Independent    
Committee"), was established for, among other purposes, the purpose of          
evaluating the Acquisition and making a recommendation to the Board with regard 
to the Acquisition.                                                             

    WHEREAS, the Independent Committee has received the opinion of Capitalink,
L.C. (the "Independent Advisor") an independent financial advisor to the        
Independent Committee, which was selected by it, that, as of November 20, 2001, 
the consideration to be received by the holders of Shares pursuant to the Merger
is fair to such holders from a financial point of view.                         

WHEREAS, the Independent Committee, has, after consultation with the  
Independent Advisor and independent legal counsel selected by the Independent   
Committee, and in light of and subject to the terms and conditions set forth    
herein, (i) determined that (x) the Merger Consideration (as defined below), is 
fair to the holders of Shares and (y) the Merger is advisable and in the best   
interests of the Company and the holders of Shares; (ii) approved, and declared 
the advisability of, this Agreement and (iii) determined to recommend that the  
Board and the stockholders of the Company vote to adopt this Agreement.         

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   WHEREAS, the Board, based on the unanimous recommendation and approval of
the Independent Committee, has, in light of and subject to the terms and        
conditions set forth herein, (i) determined that (x) the Merger Consideration   
(as defined below), is fair to the holders of Shares and (y) the Merger is      
advisable and in the best interests of the Company and the holders of Shares;   
(ii) approved, and declared the advisability of, this Agreement and (iii)       
determined to recommend that the stockholders of the Company vote to adopt this 
Agreement. The Board also has consulted with Mitrani, Rynor, Adamsky & Macaulay,
P.A., as counsel for the Company.                                               

    WHEREAS, the respective boards of directors of Phoenix and Merger Sub have
approved this Agreement; and Phoenix as the sole stockholder of Merger Sub, has 
adopted this Agreement.                                                         

WHEREAS, the Company, Phoenix and Merger Sub desire to make certain   
representations, warranties, covenants and agreements in connection with the    
Merger and also to prescribe various conditions to the Merger.                  

NOW, THEREFORE, in consideration of the premises and of the mutual    
covenants, representations, warranties and agreements contained herein, the     
parties hereto agree as follows:                                                

 ARTICLE I

THE MERGER

   1.1 The Merger. Upon the terms and subject to the conditions set forth in
----------                                                    
this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with
and into the Company at the Effective Time. At the Effective Time, the separate 
existence of Merger Sub shall cease, and the Company shall continue as the      
surviving corporation (the "Surviving Corporation") and shall continue under the
name "BCT International, Inc."                                                  

   1.2 Closing. Unless this Agreement shall have been terminated pursuant to
-------                                                       
Section 7.1 and subject to the satisfaction or waiver of the conditions set     
forth in Article VI, the closing of the Merger (the "Closing") will take place  
as promptly as practicable (and in any event within five business days)         
following satisfaction or waiver of the conditions set forth in Article VI (the 
"Closing Date"), at the offices of Adorno & Zeder, P.A., 2601 S. Bayshore Drive,
Suite 1600, Miami, Florida 33133, unless another date, time or place is agreed  
to in writing by the parties hereto.                                            

1.3 Effective Time of the Merger. As soon as practicable following the
----------------------------                                  
satisfaction or waiver of the conditions set forth in Article VI, the Surviving 
Corporation shall file a certificate of merger conforming to the requirements of
Subchapter IX of the DGCL (the "Certificate of Merger") with the Secretary of   
State of the State of Delaware and make all other filings or recordings required
by the DGCL in connection with the Merger. The Merger shall become effective at 
such time as the Certificate of Merger is duly filed with the Secretary of State
of the State of Delaware, or such other time thereafter as is provided in the   
Certificate of Merger in accordance with the DGCL (the "Effective Time").       

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   1.4 Effects of the Merger. The Merger shall have the effects set forth in
---------------------                                         
this Agreement and in the applicable provisions of the DGCL.                    

1.5 Certificate of Incorporation; Bylaws. (a) The certificate of      
------------------------------------                          
incorporation of Merger Sub which is attached as Exhibit A hereto, as in effect 
immediately prior to the Effective Time, shall be the certificate of            
incorporation of the Surviving Corporation until thereafter changed or amended  
as provided therein or by applicable law; provided that Article I of the        
certificate of incorporation of the Surviving Corporation shall be amended by   
the Certificate of Merger to read as follows: "The name of the corporation is:  
BCT International, Inc."                                                        

     (b) The bylaws of Merger Sub which are attached as Exhibit B hereto
shall be the bylaws of the Surviving Corporation until thereafter changed or    
amended as provided therein or by applicable law.                               

   1.6 Directors; Officers. (a) The directors of Merger Sub at the Effective
-------------------                                           
Time shall be the directors of the Surviving Corporation, until the earlier of  
their resignation or removal or until their respective successors are duly      
elected and qualified, as the case may be.                                      

   (b) The officers of Merger Sub at the Effective Time shall be the
officers of the Surviving Corporation, until the earlier of their resignation or
removal or until their respective successors are duly elected and qualified, as 
the case may be.                                                                

ARTICLE II

 CANCELLATION OF THE CAPITAL STOCK OF THE COMPANY AND PAYMENT WITH RESPECT
THERETO 

2.1 Effect on Capital Stock. At the Effective Time, by virtue of the  
-----------------------                                       
Merger, and without any action on the part of the holder thereof:               

(a) subject to Section 2.1(e), each Share issued and outstanding      
immediately prior to the Effective Time, shall be converted into the right to   
receive an amount in cash, without interest, equal to $1.13 (the "Merger        
Consideration") in the manner provided in Section 2.2 hereof;                   

 (b) each share of Company Common Stock issued and held in the Company's
treasury or held by any Subsidiary of the Company immediately prior to the      
Effective Time, shall, by virtue of the Merger, cease to be outstanding and     
shall be cancelled and retired without payment of any consideration therefor;   

(c) each share of Company Common Stock held by any member of the      
Acquisition Group immediately prior to the Effective Time shall remain          
outstanding;                                                                    

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 (d) each share of common stock, par value $.01 per share, of Merger Sub
("Merger Sub Common Stock") issued and outstanding immediately prior to the     
Effective Time shall be converted into and become one fully paid and            
nonassessable share of common stock of the Surviving Corporation; and           

(e) notwithstanding anything in this Agreement to the contrary, to the
extent provided by the DGCL, Phoenix will not make any payment of Merger        
Consideration with respect to Shares held by any person (a "Dissenting          
Stockholder") who elects to demand appraisal of such Dissenting Stockholder's   
Shares and duly and timely complies with all the provisions of the DGCL         
concerning the right of holders of Shares to require appraisal of their shares  
("Dissenting Shares"), but such Dissenting Stockholders shall have the right to 
receive such consideration as may be determined to be due such Dissenting       
Stockholders pursuant to the laws of the State of Delaware. If, after the       
Effective Time, a Dissenting Stockholder withdraws such Dissenting Stockholder's
demand for appraisal or fails to perfect or otherwise loses such Dissenting     
Stockholder's right of appraisal, in any case pursuant to the DGCL, such        
Dissenting Stockholder's Shares will be deemed to be converted as of the        
Effective Time into the right to receive the Merger Consideration pursuant to   
Section 2.1(a). The Company will give Phoenix (i) prompt notice of any demands  
for appraisal of Dissenting Shares received by the Company and (ii) the         
opportunity to participate in and direct all negotiations and proceedings with  
respect to any such demands. The Company will not, without the prior written    
consent of Phoenix, make any payment with respect to, or enter into any         
negotiations or discussions or a binding settlement agreement or make an offer, 
written or oral, to settle, any such demands.                                   

2.2 Delivery of Merger Consideration.                                 
--------------------------------                              

(a) Payment Agent. As of the Effective Time, Phoenix shall deposit, or
shall cause to be deposited, with a bank or trust company designated by Phoenix 
and satisfactory to the Independent Committee (the "Payment Agent"), for the    
benefit of the holders of Shares, for payment in accordance with this Article II
through the Payment Agent, the Merger Consideration to be paid in respect of all
Shares (such funds deposited with the Payment Agent, the "Payment Fund").       

(b) Payment Procedures. As soon as reasonably practicable after the   
Effective Time, the Payment Agent shall mail to each holder of record of a      
certificate or certificates which immediately prior to the Effective Time       
represented Shares (the "Certificates"), the following documents: (i) a letter  
of transmittal (which shall specify that delivery shall be effected, and risk of
loss and title to the Certificates shall pass, only upon delivery of the        
Certificates to the Payment Agent and shall be in such form and have such other 
provisions as Phoenix may reasonably specify); and (ii) instructions for use in 
effecting the surrender of the Certificates in exchange for payment with respect
thereto. Upon surrender of a Certificate for cancellation to the Payment Agent  
together with such letter of transmittal, duly executed, the holder of such     
Certificate shall be entitled to receive in exchange therefor the Merger        
Consideration payable with respect to the Shares represented by such Certificate
pursuant to the provisions of this Article II, and the Certificate so           
surrendered shall forthwith be cancelled. In the event that a holder has lost or
misplaced a Certificate, an affidavit of loss thereof (together with an         
appropriate indemnity and/or bond if Phoenix so requires by notice in writing to
the holder of such Certificate) satisfactory in form and substance to the       
Company's transfer agent and the                                                

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Payment Agent shall accompany such letter of transmittal in lieu of the         
applicable Certificate. In the event of a transfer of ownership of Shares which 
is not registered in the transfer records of the Company, payment of the        
applicable Merger Consideration may be made to a transferee if the Certificate  
representing such Shares is presented to the Payment Agent, accompanied by all  
documents required to evidence and effect such transfer and by evidence that any
applicable stock transfer taxes have been paid. Until surrendered as            
contemplated by this Section 2.2, each Certificate shall be deemed at any time  
after the Effective Time to represent only the right to receive upon such       
surrender the Merger Consideration with respect thereto as contemplated by this 
Section 2.2. No interest shall accrue or be paid to any beneficial owner of     
Shares or any holder of any Certificate with respect to the Merger Consideration
payable upon the surrender of any Certificate.                                  

 (c) No Further Ownership Rights in the Shares. The Merger Consideration
paid with respect to the cancellation of Shares in accordance with the terms    
hereof shall be deemed to have been paid in full satisfaction of all rights     
pertaining to such Shares and there shall be no further registration of         
transfers on the stock transfer books of the Surviving Corporation of the Shares
which were outstanding immediately prior to the Effective Time. If, after the   
Effective Time, Certificates are presented to the Surviving Corporation for any 
reason, they shall be cancelled and exchanged as provided in this Article II,   
subject to applicable law in the case of Dissenting Shares.                     

(d) Termination of Payment Fund. Any portion of the Payment Fund which
remains undistributed to the stockholders of the Company for six months after   
the Effective Time shall be delivered to the Surviving Corporation, upon demand,
and any stockholders of the Company who have not theretofore complied with this 
Article II shall thereafter look only to the Surviving Corporation for payment  
of their claim for the Merger Consideration. Upon termination of the Payment    
Fund pursuant to this subsection and upon delivery to the Surviving Corporation 
of the balance thereof, the Surviving Corporation shall have the right to invest
any such amount delivered to it in its sole discretion.                         

     (e) No Liability. If any Certificates shall not have been surrendered prior
to one year after the Effective Time (or immediately prior to such earlier date 
on which the Merger Consideration in respect of such certificate would otherwise
escheat to or become the property of any Governmental Entity (as hereinafter    
defined)), any cash or other property payable in respect of such Certificate    
shall, to the extent permitted by applicable law, become the property of the    
Surviving Corporation, free and clear of all claims or interest of any person   
previously entitled thereto. Notwithstanding the foregoing, none of the         
Surviving Corporation, Phoenix or the Payment Agent shall be liable to any      
holder of a Certificate or the shares represented thereby for any Merger        
Consideration delivered in respect of such Certificate or the shares represented
thereby to a public official pursuant to any abandoned property, escheat or     
other similar law.                                                              

 (f) Investment of Payment Fund. The Payment Agent shall invest any cash
included in the Payment Fund as directed by the Surviving Corporation, in (i)   
obligations of or guaranteed by the United States, and (ii) certificates of     
deposit, bank repurchase agreements and bankers' acceptances of any bank or     
trust company organized under federal law or under the law of any state of the  
United                                                                          

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States or of the District of Columbia that has capital, surplus and             
undivided profits of at least $500 million or in money market funds which are   
invested substantially in such investments, none of which shall have maturities 
of greater than one year. Any interest or other income resulting from such      
investments shall be paid to the Surviving Corporation. The Surviving           
Corporation shall replace any net losses incurred by the Payment Fund as a      
result of investments made pursuant to this Section 2.2(f).                     

   (g) Withholding Rights. Phoenix or the Payment Agent shall be entitled to
deduct and withhold from the consideration otherwise payable pursuant to this   
Agreement to any holder of Certificates or Shares represented thereby such      
amounts (if any) as Phoenix or the Payment Agent is required to deduct and      
withhold with respect to the making of such payment under the Internal Revenue  
Code of 1986, as amended (the "Code"), or any provision of state, local or      
foreign tax law. To the extent that amounts are so withheld by Phoenix or the   
Payment Agent, such withheld amounts shall be treated for all purposes of this  
Agreement as having been paid to the holder of the Shares in respect of which   
such deduction and withholding was made by Phoenix or the Payment Agent.        

   2.3 Stock Options with Respect to Company Common Stock. The Company shall
--------------------------------------------------            
take all actions necessary pursuant to the terms and provisions of any          
outstanding options to acquire shares of Company Common Stock, to cause the     
following: all outstanding options to acquire shares of Company Common Stock    
granted under the 1995 Stock Option Plan (the "Company Stock Plan") or otherwise
(the "Company Stock Options") will terminate and expire as of the Effective     
Time. The Company shall give written notice to the holders of all Company Stock 
Options of the foregoing and each such Company Stock Option shall thereafter be 
canceled. All actions required to be taken pursuant to this Section 2.3(a) with 
respect to Company Stock Options has been, or prior to the Effective Time will  
be, taken by the Company. Notwithstanding the foregoing no consideration shall  
be paid with respect to Company Stock Options beneficially owned by Wilkerson.  

 ARTICLE III

REPRESENTATIONS AND WARRANTIES

   3.1 Representations and Warranties of the Company. The Company represents
---------------------------------------------                 
and warrants to Phoenix and Merger Sub that, except as specifically disclosed in
the letter dated the date hereof and delivered by the Company to Phoenix        
simultaneously with the execution and delivery of this Agreement (the "Company  
Disclosure Letter"):                                                            

(a) Organization, Standing and Power. Each of the Company and its     
Subsidiaries is a corporation duly organized, validly existing and in good      
standing under the laws of the jurisdiction of its incorporation, has all       
requisite power and authority and all necessary governmental approvals to own,  
lease and operate its properties and assets and to conduct its business as it is
now being conducted and is duly qualified and in good standing to do business in
each jurisdiction in which the nature of its business or the ownership or       
leasing of its properties and assets makes such qualification necessary, other  
than in such jurisdictions where the failure so to qualify would not,           
individually or                                                                 

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in the aggregate, be reasonably expected to have a Material Adverse Effect on   
the Company. The Company has made available to Phoenix true and complete copies 
of its certificate of incorporation and bylaws and the certificate of           
incorporation and bylaws (or equivalent organizational documents) of each       
Subsidiary of the Company, each as amended to date. Such certificates of        
incorporation, bylaws or equivalent organizational documents are in full force  
and effect, and neither the Company nor any Subsidiary of the Company is in     
violation of any provision of its certificate of incorporation, bylaws or       
equivalent organizational documents.                                            

 (b)  Subsidiaries. The Company owns, directly or indirectly, all of the
outstanding capital stock or other equity interests in each of its Subsidiaries 
free and clear of any claim, lien, encumbrance, security interest or agreement  
with respect thereto. Other than the capital stock or other interests held by   
the Company in such Subsidiaries, neither the Company nor any such Subsidiary   
owns any direct or indirect equity interest in any person, domestic or foreign. 
All of the outstanding shares of capital stock in each of its corporate         
Subsidiaries are duly authorized, validly issued, fully paid and nonassessable  
and were issued free of preemptive rights and in compliance with applicable     
securities laws and regulations. There are no irrevocable proxies or similar    
obligations with respect to such capital stock of such Subsidiaries and no      
equity securities or other interests of any of its Subsidiaries are or may      
become required to be issued or purchased by reason of any options, warrants,   
rights to subscribe to, puts, calls or commitments of any character whatsoever  
relating to, or securities or rights convertible into or exchangeable for,      
shares of any capital stock or any other equity interest of any such Subsidiary,
and there are no agreements, contracts, commitments, understandings or          
arrangements by which any such Subsidiary is bound to issue additional shares of
its capital stock or other equity interests, or options, warrants or rights to  
purchase or acquire any additional shares of its capital stock or other equity  
interests or securities convertible into or exchangeable for such shares or     
other equity interests.                                                         

 (c)  Capital Structure. (i) The authorized capital stock of the Company
consists of 25,000,000 shares of Company Common Stock. As of the date hereof,   
(A) 5,121,471shares of Company Common Stock were outstanding, (B) 1,209,335     
Company Stock Options were outstanding, each such option entitling the holder   
thereof to purchase one share of Company Common Stock, (C) 1,209,335 shares of  
Company Common Stock are authorized and reserved for issuance upon the exercise 
of outstanding Company Stock Options, and (D) 706,987 shares of Company Common  
Stock were held by the Company in its treasury or by its Subsidiaries.          

      (ii)  No bonds, debentures, notes or other indebtedness having the
right to vote (or convertible into or exercisable for securities having the     
right to vote) on any matters on which stockholders may vote ("Voting Debt") of 
the Company are issued or outstanding.                                          

   (iii) All outstanding shares of the Company's capital stock are
validly issued, fully paid and nonassessable and free of preemptive rights and  
were issued in compliance with applicable securities laws and regulations. All  
shares of Company Common Stock subject to issuance upon the exercise of Company 
Stock Options, upon issuance on the terms and conditions specified in the       
instruments pursuant to which they are issuable, will be duly authorized,       
validly issued, fully paid                                                      

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and nonassessable and free of preemptive rights and will be issued in compliance
with applicable securities laws and regulations.                                

        (iv) Except for this Agreement and the Company Stock Plan and as set
forth in the Company's annual report on Form10-K for the fiscal year ended      
February 28, 2001, there are no options, warrants, calls, rights, convertible   
securities, subscriptions, stock appreciation rights, phantom stock plans or    
stock equivalents, or other rights, commitments or agreements of any character  
to which the Company or any Subsidiary of the Company is a party or by which it 
is bound obligating the Company or any Subsidiary of the Company to issue,      
deliver or sell, or cause to be issued, delivered or sold, additional shares of 
capital stock or any Voting Debt of the Company or of any Subsidiary of the     
Company or obligating the Company or any Subsidiary of the Company to grant,    
extend or enter into any such option, warrant, call, right, commitment or       
agreement for consideration per share of less than the Merger Consideration.    
There are no outstanding contractual obligations of the Company or any of its   
Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital   
stock of the Company or any of its Subsidiaries.                                

(d)  Authority. (i) The Company has all requisite corporate power and 
authority to enter into this Agreement and, subject to approval by the          
stockholders of the Company, to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the        
transactions contemplated hereby have been duly authorized by all necessary     
corporate action on the part of the Company, other than such approval by the    
stockholders of the Company. This Agreement has been duly executed and delivered
by the Company and constitutes a valid and binding obligation of the Company    
enforceable in accordance with its terms, except as affected by bankruptcy,     
insolvency, fraudulent conveyance, reorganization, moratorium and other similar 
laws relating to or affecting creditors' rights generally and general equitable 
principles (whether considered in a proceeding in equity or at law). The        
affirmative vote of holders of a majority of the outstanding shares of Company  
Common Stock entitled to vote at a duly called and held meeting of stockholders 
(the "Stockholders' Meeting") is the only vote of the Company's stockholders    
necessary to approve this Agreement, the Merger and the other transactions      
contemplated by this Agreement. The Independent Committee has been duly         
authorized and constituted and the Board, based on the approval and             
recommendation of the Independent Committee at a meeting duly called and held,  
has (A) determined that (x) the Merger Consideration is fair to the holders of  
Shares and (y) the Merger is advisable and in the best interests of the Company 
and the holders of Shares, and (B) approved and declared the advisability of    
this Agreement in accordance with the provisions of the DGCL. The Independent   
Committee has received the written opinion (the "Fairness Opinion") of the      
Independent Advisor to the effect that, as of the date of this Agreement the    
Merger Consideration to be paid to holders of Shares is fair to such holders    
from a financial point of view, and, as of the date hereof, such Fairness       
Opinion has not been withdrawn.                                                 

      (ii) Subject to compliance with the applicable requirements of the
Exchange Act and the filing of the Certificate of Merger as contemplated by     
Section 1.3, the execution and delivery of this Agreement and the Certificate of
Merger, the consummation of the transactions contemplated hereby and thereby,   
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not breach, constitute an ultra vires act under, or result in any violation of, 
or default (with or without notice or lapse of time, or both) under, or give    
rise to a right of termination, cancellation or acceleration of any obligation  
or the loss of a material benefit under, or the creation of a lien, pledge,     
security interest, charge or other encumbrance on assets (any such breach, ultra
vires act, violation, default, right of termination, cancellation, acceleration,
loss or creation, a "Violation") pursuant to, (x) any provision of the          
certificate of incorporation or bylaws of the Company or the governing          
instruments of any Subsidiary of the Company or (y) subject to obtaining or     
making the consents, approvals, orders, authorizations, registrations,          
declarations and filings referred to in paragraph (iii) below or in the Company 
Disclosure Letter, any loan or credit agreement, note, mortgage, indenture,     
lease, or other agreement, obligation, instrument, permit, concession,          
franchise, license, judgment, order, decree, statute, law, ordinance, rule or   
regulation applicable to the Company or any Subsidiary of the Company or their  
respective properties or assets except Violations under clause (y) which would  
not be reasonably expected to have a Material Adverse Effect on the Company.    

(iii) No consent, approval, order or authorization of, or     
registration, declaration or filing with, any court, administrative agency or   
commission or other governmental authority or instrumentality, domestic or      
foreign (a "Governmental Entity"), is required by or with respect to the Company
or any Subsidiary of the Company in connection with the execution and delivery  
of this Agreement and the Certificate of Merger by the Company, the consummation
by the Company of the transactions contemplated hereby and thereby, and         
compliance of the Company with any of the provisions hereof or thereof, the     
failure to obtain which would be reasonably expected to have a Material Adverse 
Effect on the Company, except for (A) the filing with the Securities and        
Exchange Commission (the "SEC") of (1) a Proxy Statement in definitive form     
relating to the meeting of the Company's stockholders to be held in connection  
with the Merger, (2) a Transaction Statement on Schedule 13E-3 (as hereinafter  
defined) and (3) such other filings under the Exchange Act as may be required in
connection with this Agreement and the transactions contemplated hereby, (B) the
filing of the Certificate of Merger as contemplated by Section 1.1 and          
appropriate documents with the relevant authorities of states in which the      
Company is qualified to do business, and (c) filings pursuant to the rules of   
the OTC Bulletin Board System.                                                  

     (e) SEC Documents. All the documents (other than preliminary material) that
the Company was required to file with the SEC for the past three years          
including, without limitation, each report, schedule, registration statement and
definitive proxy statement filed by the Company (as such documents have since   
the time of their filing been amended, the "Company SEC Documents"), have been  
timely filed. As of their respective dates, (i) the Company SEC Documents       
complied in all material respects with the requirements of the Securities Act of
1933, as amended (the "Securities Act") or the Exchange Act, as the case may be,
and the rules and regulations of the SEC thereunder applicable to such Company  
SEC Documents, and (ii) none of the Company SEC Documents contained any untrue  
statement of a material fact or omitted to state a material fact required to be 
stated therein or necessary to make the statements therein, in light of the     
circumstances under which they were made, not misleading. Except as disclosed in
the Company Disclosure Letter, the consolidated financial statements of the     
Company included in the Company SEC Documents (including, without limitation,   
the audited balance sheet and related statements of operations,                 

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stockholders' equity and cash flows of the Company and its Subsidiaries for the 
fiscal year ended February 28, 2001, as audited by PricewaterhouseCoopers LLP   
(such balance sheet is referred to hereinafter as the "Balance Sheet" and the   
Balance Sheet and related statements are referred to hereinafter as the         
"Year-End Financial Statements")), complied in all material respects with       
applicable accounting requirements and with the published rules and regulations 
of the SEC with respect thereto, have been prepared in accordance with generally
accepted accounting principles ("GAAP") applied on a consistent basis during the
periods involved and fairly present the consolidated financial position of the  
Company and its consolidated Subsidiaries as at the dates thereof and the       
consolidated results of their operations, stockholders' equity and cash flows   
for the periods then ended in accordance with GAAP. As of February 28, 2001,    
neither the Company nor any of its Subsidiaries had any liabilities or          
obligations of any nature, whether or not accrued, contingent or otherwise, that
would be required by GAAP to be reflected on a consolidated balance sheet of the
Company and its Subsidiaries (including the notes thereto) and which were not   
reflected on the Balance Sheet. Since February 28, 2001, except as and to the   
extent set forth in the Company SEC Documents and except for liabilities or     
obligations incurred in the ordinary course of business consistent with past    
practice and of substantially the same character, type and magnitude as incurred
in the past, neither the Company nor any of its Subsidiaries has incurred any   
liabilities or obligations of any nature, whether or not accrued, contingent or 
otherwise, that would be reasonably expected to have a Material Adverse Effect  
on the Company. All agreements, contracts and other documents required to be    
filed as exhibits to any of the Company SEC Documents have been so filed. No    
Subsidiary of the Company is required to file any form, report or other document
with the SEC.                                                                   

    (f) Information Supplied. None of the information included or incorporated
by reference in the Proxy Statement or the Schedule 13E-3 (other than           
information concerning Wilkerson, Phoenix or Merger Sub provided in writing by  
Phoenix or Merger Sub or their counsel specifically for inclusion or            
incorporation by reference therein) will, at the date of mailing to stockholders
of the Company and at the time of the meeting of stockholders to be held in     
connection with the Merger, contain any untrue statement of a material fact or  
omit to state any material fact required to be stated therein or necessary in   
order to make the statements therein, in light of the circumstances under which 
they were made, not misleading. The Proxy Statement and Schedule 13E-3 (except  
for information concerning Wilkerson, Phoenix or Merger Sub provided in writing 
by Wilkerson, Phoenix or Merger Sub or their counsel specifically for inclusion 
or incorporation by reference therein) will comply as to form in all material   
respects with the provisions of the Exchange Act and the rules and regulations  
thereunder.                                                                     

  (g) Absence of Certain Changes or Events. Except as contemplated by this
Agreement or as disclosed in the Company Disclosure Letter or in the Company SEC
Documents, since February 28, 2001, the Company and its Subsidiaries have       
conducted their respective businesses only in the ordinary course and consistent
with prior practice and there has not been any event, occurrence, fact,         
condition, change, development or effect that has had or could reasonably be    
expected to have, individually or in the aggregate, a Material Adverse Effect on
the Company.                                                                    

(h) Litigation. There are no material claims, actions, suits or legal 
or administrative                                                               

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arbitrations or other proceedings or investigations ("Litigation") pending      
against the Company or any of its Subsidiaries, or, to the Company's knowledge, 
threatened against or affecting the Company or any of its Subsidiaries, or to   
which the Company or any of its Subsidiaries is a party, before or by any       
Federal, foreign, state, local or other governmental or non-governmental        
department, commission, board, bureau, agency, court or other instrumentality,  
or by any private person or entity. There are no existing or, to the best       
knowledge of the Company, threatened material orders, judgments or decrees of   
any court or other Governmental Entity which specifically apply to the Company, 
any of its Subsidiaries or any of their respective properties or assets.        

     (i) Section 203 of the DGCL and the Certificate of Incorporation. The Board
and the Independent Committee has approved the Merger and this Agreement, and   
such approval is sufficient to comply with or render inapplicable to the Merger 
and this Agreement, and the transactions contemplated by this Agreement, the    
provisions of Section 203 of the DGCL. No other state takeover statute or       
similar statute or regulation applies or purports to apply to the Merger, this  
Agreement or the transactions contemplated by this Agreement. No provision of   
the certificate of incorporation, bylaws and/or other governing instruments of  
the Company or any of its Subsidiaries would restrict or impair the ability of  
Phoenix to vote, or otherwise to exercise the rights of a stockholder with      
respect to, shares of the Company and any of its Subsidiaries that may be       
acquired or controlled by Phoenix.                                              

  (j) Opinion of Financial Advisor. The Independent Committee has received
the opinion of the Independent Advisor dated as of November 20, 2001, to the    
effect that, as of such date, the consideration to be received by the holders of
the Shares pursuant to this Agreement is fair to holders of the Shares from a   
financial point of view, a signed copy of which opinion has been delivered to   
Phoenix.                                                                        

  3.2 Representations and Warranties of Wilkerson, Phoenix and Merger Sub.
     -------------------------------------------------------------------
Wilkerson, Phoenix and Merger Sub jointly and severally represent and warrant to
the Company as follows:                                                         

   (a) Organization, Standing and Power. Each of Phoenix and Merger Sub is a
corporation, duly organized, validly existing and in good standing under the    
laws of the jurisdiction of its incorporation, has all requisite power and      
authority and all necessary governmental approvals to own, lease and operate its
properties and to carry on its business as it is now being conducted, and is    
duly qualified and in good standing to do business in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties makes  
such qualification necessary, other than in such jurisdictions where the failure
so to qualify would not, individually or in the aggregate, reasonably be        
expected to have a Material Adverse Effect on Phoenix or Merger Sub.            

(b) Authority. (i) Phoenix and Merger Sub have all requisite corporate
power and authority to enter into this Agreement and to consummate the          
transactions contemplated hereby. The execution and delivery of this Agreement  
and the consummation of the transactions contemplated hereby have been duly     
authorized by all necessary corporate action on the part of Phoenix or Merger   

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Sub, as the case may be. This Agreement has been duly executed and delivered by 
Wilkerson, Phoenix and Merger Sub and constitutes a valid and binding obligation
of Wilkerson, Phoenix or Merger Sub, as the case may be, enforceable in         
accordance with its terms, except as affected by bankruptcy, insolvency,        
fraudulent conveyance, reorganization, moratorium and other similar laws        
relating to or affecting creditors' rights generally and general equitable      
principles (whether considered in a proceeding in equity or at law).            

      (ii)   Subject to compliance with the applicable requirements of the
Exchange Act and the filing of the Certificate of Merger, the execution and     
delivery of this Agreement and the consummation of the transactions contemplated
hereby will not result in any Violation pursuant to (x) any provision of the    
certificate of incorporation or bylaws of Phoenix, any provision of the         
certificate of incorporation or bylaws of Merger Sub, or the governing          
instruments of any other Subsidiary of Phoenix or (y) except as disclosed in the
letter dated the date hereof and delivered by Phoenix to the Company            
simultaneously with the execution and delivery of this Agreement (the "Phoenix  
Disclosure Letter") and subject to obtaining or making the consents, approvals, 
orders, authorizations, registrations, declarations and filings referred to in  
paragraph (iii) below or in the Phoenix Disclosure Letter, any loan or credit   
agreement, note, mortgage, indenture, lease, benefit plan or other agreement,   
obligation, instrument, permit, concession, franchise, license, judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to Wilkerson,    
Phoenix, Merger Sub or any other Subsidiary of Phoenix or their respective      
properties or assets except Violations under clause (y) above which do not or   
would not reasonably be expected to have a Material Adverse Effect on Phoenix.  

(iii)  No consent, approval, order or authorization of, or    
registration, declaration or filing with, any Governmental Entity is required by
or with respect to Wilkerson, Phoenix, Merger Sub or any other Subsidiary of    
Phoenix in connection with the execution and delivery of this Agreement by      
Wilkerson, Phoenix and Merger Sub, the consummation by Wilkerson, Phoenix or    
Merger Sub, as the case may be, of the transactions contemplated hereby, and    
compliance by Wilkerson, Phoenix and Merger Sub with any of the provisions      
hereof, the failure to obtain which would reasonably be expected to have a      
Material Adverse Effect on Phoenix except for (A) such filings under the        
Exchange Act as may be required in connection with this Agreement and the       
transactions contemplated hereby, including the filing of the Schedule 13E-3,   
and (B) the filing of the Certificate of Merger as contemplated by Section 1.3  
and appropriate documents with the relevant authorities of states in which      
Phoenix and Merger Sub are qualified to do business.                            

 (c) Information Supplied. None of the information concerning Wilkerson,
Phoenix or Merger Sub provided by or on behalf of Phoenix or Merger Sub         
specifically for inclusion or incorporation by reference in the Proxy Statement 
or the Schedule 13E-3 will, at the date of mailing to stockholders and at the   
times of the meetings of stockholders to be held in connection with the Merger, 
contain any untrue statement of a material fact or omit to state any material   
fact required to be stated therein or necessary in order to make the statements 
therein, in light of the circumstances under which they were made, not          
misleading.                                                                     

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(d) Interim Operations of Merger Sub. Merger Sub was incorporated on  
November 26, 2001, has engaged in no other business activities and has conducted
its operations only as contemplated hereby.                                     

(e) Proceeds. Phoenix has sufficient funds available to pay the Merger
Consideration.                                                                  

ARTICLE IV
 COVENANTS RELATING TO CONDUCT OF BUSINESS

     4.1 Covenants of Company. During the period from the date of this Agreement
--------------------                                          
and continuing until the Effective Time, the Company agrees as to itself and its
Subsidiaries that (except as expressly contemplated or permitted by this        
Agreement or to the extent that Phoenix shall otherwise consent in writing):    

    (a) Ordinary Course. The Company and its Subsidiaries shall carry on their
respective businesses in the usual, regular and ordinary course and use         
commercially reasonable efforts to preserve intact their present business       
organizations, maintain their rights and preserve their relationships with      
employees, officers, customers, suppliers and others having business dealings   
with them. The Company and its Subsidiaries shall maintain in force all         
insurance policies and Consents (as defined in Section 6.1) with respect to the 
Company and its Subsidiaries and shall maintain all assets and properties of the
Company and its Subsidiaries in customary repair, order and condition,          
reasonable wear and tear excepted. The Company shall not, nor shall it permit   
any of its Subsidiaries to, (i) enter into any new material line of business or 
(ii) incur or commit to any significant capital expenditures or any obligations 
or liabilities other than capital expenditures and obligations or liabilities   
incurred or committed to as disclosed in the Company Disclosure Letter. The     
Company and its Subsidiaries will comply with all applicable laws and           
regulations wherever its business is conducted, including without limitation the
timely filing of all reports, forms or other documents with the SEC required    
pursuant to the Securities Act or the Exchange Act, except where such           
noncompliance would not be reasonably expected to have a Material Adverse Effect
on the Company.                                                                 

     (b) Dividends; Changes in Stock. The Company shall not, nor shall it permit
any of its Subsidiaries to, nor shall the Company propose to, (i) declare or pay
any dividends on or make other distributions in respect of any of its capital   
stock, other than cash dividends payable by a Subsidiary of the Company to the  
Company or one of its Subsidiaries, (ii) split, combine or reclassify any of its
capital stock or issue or authorize or propose the issuance of any other        
securities in respect of, in lieu of or in substitution for shares of its       
capital stock, or (iii) repurchase, redeem or otherwise acquire, or permit any  
Subsidiary to purchase or otherwise acquire any shares of its capital stock or  
any securities convertible into or exercisable for any shares of its capital    
stock.                                                                          

    (c) Issuance of Securities. The Company shall not, nor shall it permit any
of its Subsidiaries to, issue, deliver or sell, or authorize or propose the     
issuance, delivery or sale of, any                                              

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shares of its capital stock of any class, any Voting Debt or any securities     
convertible into or exercisable for (including any stock appreciation rights,   
phantom stock plans or stock equivalents), or any rights, warrants or options to
acquire, any such shares or Voting Debt, or enter into any agreement with       
respect to any of the foregoing, other than issuances of Company Common Stock   
pursuant to exercises of Company Stock Options or Company Common Stock awards to
directors listed in the Company Disclosure Letter.                              

   (d) Governing Documents. The Company shall not amend or propose to amend,
nor shall it permit any of its Subsidiaries to amend, their respective          
certificates of incorporation, bylaws or other governing instruments.           

    (e) No Acquisitions. The Company shall not, nor shall it permit any of its
Subsidiaries to, (i) acquire or agree to acquire by merging or consolidating    
with, or by purchasing a substantial equity interest in or a substantial portion
of the assets of, or by any other manner, any business or any corporation,      
limited liability company, partnership, association or other business           
organization or division thereof or (ii) other than in the ordinary course of   
business, otherwise acquire or agree to acquire any assets which, in the case of
this clause (ii), are material, individually or in the aggregate, to the        
Company.                                                                        

    (f) No Dispositions. The Company shall not, nor shall it permit any of its
Subsidiaries to, sell, lease, encumber or otherwise dispose of, or agree to     
sell, lease, encumber or otherwise dispose of any of its assets (including      
capital stock of Subsidiaries), except as disclosed in the Company Disclosure   
Letter and for dispositions in the ordinary course of business and consistent   
with past practice and of substantially the same character, type and magnitude  
as dispositions in the past.                                                    

 (g) Indebtedness. The Company shall not, nor shall it permit any of its
Subsidiaries to, (i) incur any indebtedness for borrowed money or guarantee any 
such indebtedness or issue or sell any debt securities or warrants or rights to 
acquire any long-term debt securities of the Company or any of its Subsidiaries 
or guarantee any long-term debt securities of others or enter into or amend any 
contract, agreement, commitment or arrangement with respect to any of the       
foregoing, other than (x) in replacement for existing or maturing debt, (y)     
indebtedness of any Subsidiary of the Company to the Company or to another      
Subsidiary of the Company or (z) other borrowing under existing lines of credit 
in the ordinary course of business consistent with prior practice and of        
substantially the same character, type and magnitude as borrowings made in the  
past or (ii) make any loans, advances or capital contributions to any person.   

  (h) Other Actions. The Company shall not, nor shall it permit any of its
Subsidiaries to, take any action that would, or might reasonably be expected to,
result in any of its representations and warranties set forth in this Agreement 
being or becoming untrue in any material respect, or in any of the conditions to
the Merger set forth in Article VI not being satisfied, or which would adversely
affect the ability of any of them to obtain any of the Requisite Regulatory     
Approvals without imposition of a condition or restriction of the type referred 
to in Section 6.2(e) and the Company shall, in the event of, or promptly after  
the occurrence of, or promptly after obtaining                                  

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knowledge of the occurrence of or the impending or threatened occurrence of, any
fact or event which would cause or constitute a breach of any of the            
representations and warranties set forth in this Agreement, the non-satisfaction
of any of the conditions to the Merger set forth in Article VI or the failure to
obtain the Requisite Regulatory Approvals, in each case at any time after the   
date hereof and through the Closing Date, give detailed notice thereof to       
Phoenix, and the Company shall use its best efforts to prevent or promptly to   
remedy such breach, non-satisfaction or failure, as the case may be.            

  (i) Advice of Changes; Government Filings. The Company shall confer on a
regular basis with Phoenix, report on operational matters and promptly advise   
Phoenix, orally and in writing, of any material change or event or any change or
event which would cause or constitute a material breach of any of the           
representations, warranties or covenants of the Company contained herein. The   
Company shall file all reports required to be filed by the Company with the SEC 
between the date of this Agreement and the Effective Time and shall deliver to  
Phoenix copies of all such reports promptly after the same are filed. The       
Company shall cooperate with Phoenix in determining whether any filings are     
required to be made with, or consents required to be obtained from, or fees or  
expenses required to be paid to, any third party or Governmental Entity prior to
the Effective Time in connection with this Agreement or the transactions        
contemplated hereby, and shall cooperate in making any such filings promptly and
in seeking to obtain timely any such consents and, subject to Phoenix's         
approval, paying any such fees or expenses. The Company shall promptly provide  
Phoenix with copies of all other filings made by the Company with any           
Governmental Entity in connection with this Agreement, the Merger or the other  
transactions contemplated hereby.                                               

(j) Accounting Methods. The Company shall not change its methods of   
accounting in effect at January 1, 2001, except as required by changes in GAAP  
as concurred in by the Company's independent auditors.                          

  (k) Benefit Plans. During the period from the date of this Agreement and
continuing until the Effective Time, the Company agrees as to itself and its    
Subsidiaries that it will not, without the prior written consent of Phoenix     
except as set forth in the Company Disclosure Letter or contemplated by this    
Agreement, (i) enter into, adopt, amend (except as may be required by law) or   
terminate any employee benefit plan or any agreement, arrangement, plan or      
policy between the Company or any of its Subsidiaries, on the one hand, and one 
or more of its or their directors or officers, on the other hand, (ii) except   
for normal increases in the ordinary course of business and consistent with past
practice and of substantially the same character, type and magnitude as         
increases in the past that in the aggregate, do not result in a material        
increase in benefits or compensation expense to the Company or any of its       
Subsidiaries, increase in any manner the compensation or fringe benefits of any 
director, officer or employee or pay any benefit not required by any plan and   
arrangement as in effect as of the date hereof (including, without limitation,  
the granting of stock options, stock appreciation rights, restricted stock,     
restricted stock units or performance units or shares) or enter into any        
contract, agreement, commitment or arrangement to do any of the foregoing, or   
(iii) enter into or renew any contract, agreement, commitment or arrangement    
providing for the payment to any director, officer or employee of the Company or
any of its Subsidiaries of                                                      

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compensation or benefits contingent, or the terms of which are materially       
altered, upon the occurrence of any of the transactions contemplated by this    
Agreement.                                                                      

     (l) Tax Elections. Except in the ordinary course of business and consistent
with past practice and of substantially the same character, type and magnitude  
as elections made in the past, the Company shall not make any material tax      
election or settle or compromise any material federal, state, local or foreign  
income tax claim or liability or amend any previously filed tax return in any   
respect.                                                                        

 4.2 Covenants of Wilkerson, Phoenix and Merger Sub. Except as expressly
----------------------------------------------                
contemplated by this Agreement, after the date hereof and prior to the Effective
Time, without the prior written consent of the Company:                         

 (a) Other Actions. Neither Wilkerson, Phoenix nor Merger Sub shall, nor
shall Phoenix or Merger Sub permit any of their respective Subsidiaries to, take
any action that would, or might reasonably be expected to, result in any of     
their or the Company's representations and warranties set forth in this         
Agreement being or becoming untrue in any material respect, or in any of the    
conditions to the Merger set forth in Article VI not being satisfied, or which  
would adversely affect the ability of any of them or of the Company to obtain   
any of the Requisite Regulatory Approvals without imposition of a condition or  
restriction of the type referred to in Section 6.2(e). Without limiting the     
generality of the foregoing, Phoenix and Wilkerson agree to vote all shares of  
Company Common Stock held by them in favor of the Merger.                       

(b) Government Filings. Phoenix shall cooperate with the Company in   
determining whether any filings are required to be made with, or consents       
required to be obtained from, any third party or Governmental Entity prior to   
the Effective Time in connection with this Agreement or the transactions        
contemplated hereby, and shall cooperate in making any such filings promptly and
in seeking to obtain timely any such consents. Phoenix shall promptly provide   
the Company with copies of all other filings made by the Phoenix with any state 
or Federal Governmental Entity in connection with this Agreement, the Merger or 
the other transactions contemplated hereby.                                     

4.3 Competing Transactions. Nothing contained in this Agreement shall 
----------------------                                        
prohibit the Company from, prior to the date of the Stockholder's Meeting (i)   
furnishing information to, or entering into discussions or negotiations with,   
any person that makes an unsolicited written, bona fide proposal to the Company 
with respect to a Competing Transaction which could reasonably be expected to   
result in a Superior Proposal, if, (A) the failure to take such action would be 
inconsistent with the Board's and the Independent Committee's fiduciary duties  
to the Company's stockholders under applicable law, and (B) prior to furnishing 
such information to, or entering into discussions or negotiations with, such    
person, the Company (x) provides reasonable notice to Phoenix to the effect that
it is furnishing information to, or entering into discussions or negotiations   
with, such person and (y) receives from such person a fully executed            
confidentiality agreement, (ii) complying with Rule 14d-9 or Rule 14e-2         
promulgated under the Exchange Act with regard to a tender or exchange offer, or
(iii) failing to make or withdrawing or modifying its recommendation referred to
in Section 5.2, or                                                              

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recommending an unsolicited, bona fide proposal with respect to a Competing     
Transaction which could reasonably be expected to result in a Superior Proposal,
following the receipt of such a proposal, if the failure to take such action    
would be inconsistent with the Board's and the Independent Committee's fiduciary
duties to the Company's stockholders under applicable law.                      

 ARTICLE V

 ADDITIONAL AGREEMENTS

    5.1 Preparation of the Proxy Statement and Schedule 13E-3. (a) The Company
-----------------------------------------------------         
shall as promptly as practicable prepare and file a proxy or information        
statement relating to the Stockholders' Meeting (together with all amendments,  
supplements and exhibits thereto, the "Proxy Statement") with the SEC and will  
use its best efforts to respond to the comments of the SEC and to cause the     
Proxy Statement to be mailed to the Company's stockholders at the earliest      
practical time. The Company will notify Phoenix promptly of the receipt of any  
comments from the SEC or its staff and of any request by the SEC or its staff   
for amendments or supplements to the Proxy Statement or for additional          
information and will supply Phoenix with copies of all correspondence between   
the Company or any of its representatives, on the one hand, and the SEC or its  
staff, on the other hand, with respect to the Proxy Statement or the Merger. If 
at any time prior to the Stockholders' Meeting there shall occur any event that 
should be set forth in an amendment or supplement to the Proxy Statement, the   
Company will promptly prepare and mail to its stockholders such an amendment or 
supplement. The Company will not mail any Proxy Statement, or any amendment or  
supplement thereto, to which Phoenix reasonably objects. The Company hereby     
consents to the inclusion in the Proxy Statement of the recommendation of the   
Board described in Section 5.2, subject to any modification, amendment or       
withdrawal thereof, and represents that the Independent Advisor has, subject to 
the terms of its engagement letter with the Company, consented to the inclusion 
of references to its opinion in the Proxy Statement.                            

    (b) The Company, Phoenix, and Merger Sub shall together prepare and file a
Transaction Statement on Schedule 13E-3 (together with all amendments and       
exhibits thereto, the "Schedule 13E-3") under the Exchange Act. Each of         
Wilkerson, Phoenix and Merger Sub shall furnish all information concerning it,  
its affiliates and the holders of its capital stock required to be included in  
the Schedule 13E-3 and, after consultation with each other, shall respond       
promptly to any comments made by the SEC with respect to the Schedule 13E-3.    

     5.2 Stockholders' Meeting. The Company shall call the Stockholders' Meeting
---------------------                                         
to be held as promptly as practicable for the purpose of voting upon the        
approval of this Agreement, the Merger and the other transactions contemplated  
hereby. The Company will, through its Board and the Independent Committee,      
recommend to its stockholders approval of such matters, unless the taking of    
such action would be inconsistent with the Board's and the Independent          
Committee's fiduciary duties to stockholders under applicable laws. The Company 
shall, at the direction of Phoenix, solicit from Company stockholders entitled  
to vote at the Stockholders' Meeting proxies in favor of such approval and shall
take all other action necessary or, in the judgment of Phoenix,                 

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helpful to secure the vote or consent of such holders required by the DGCL or   
this Agreement to effect the Merger. The Company shall coordinate and cooperate 
with Phoenix with respect to the timing of such meeting.                        

    5.3 Legal Conditions to Merger. Each of the Company, Wilkerson and Phoenix
--------------------------                                    
shall, and shall cause its Subsidiaries to, use all reasonable best efforts (i) 
to take, or cause to be taken, all actions necessary to comply promptly with all
legal requirements which may be imposed on such party or its Subsidiaries with  
respect to the Merger and to consummate the transactions contemplated by this   
Agreement, subject to the approval of stockholders of the Company described in  
Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to   
obtain) any consent, authorization, order or approval of, or any exemption by,  
any Governmental Entity and of any other public or private third party which is 
required to be obtained or made by such party or any of its Subsidiaries in     
connection with the Merger and the transactions contemplated by this Agreement; 
provided, however, that a party shall not be obligated to take any action       
pursuant to the foregoing if the taking of such action or such compliance or the
obta