Dualstar Technologies Corp · DEF 14A · For 12/11/00

Filed On 12/11/00 5:30pm ET   ·   SEC File 0-25552   ·   Accession Number 950136-0-1771

Definitive Proxy Solicitation Material   ·   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy                                      28    110K 

Document Table of Contents

DEF 14A
1st Page of 28
TOC
Top
Previous
Next
Bottom
Just 1st
 
Sponsored Ads...


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 ---------------

SCHEDULE 14a INFORMATION
 ---------------

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

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

Check the appropriate box:                                                      
[ ]   Preliminary Proxy Statement                                               
[ ]   Confidential. For Use of the Commission Only (as permitted by Rule        
14a-6(e)(2))                                                        
[x]   Definitive Proxy Statement                                                
[ ]   Definitive Additional Materials                                           
[ ]   Soliciting Material Under  Rule14a-12                                     

 DUALSTAR TECHNOLOGIES CORPORATION
------------------------------------------------
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):                              
[x]   No Fee Required.                                                          
[ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.  
(1) Title of each class of securities to which transaction applies:   

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

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

------------------------------------------------------------------------------- 
(4) Proposed maximum aggregate value of transactions:                 

------------------------------------------------------------------------------- 
(5) Total fee paid:                                                   

------------------------------------------------------------------------------- 
Fee paid previously with preliminary materials:                       

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

(1)  Amount previously paid:                                          

------------------------------------------------------------------------------- 
(2)  Form, Schedule or Registration Statement No.:                    

------------------------------------------------------------------------------- 
(3)  Filing Party:                                                    

------------------------------------------------------------------------------- 
(4)  Date Filed:                                                      

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

DEF 14A
2nd Page of 28
TOC
1st
Previous
Next
Bottom
Just 2nd

 DUALSTAR TECHNOLOGIES CORPORATION
 ONE PARK AVENUE
NEW YORK, NEW YORK 10016

 DECEMBER 11, 2000

TO THE HOLDERS OF COMMON STOCK OF DUALSTAR TECHNOLOGIES CORPORATION:            

 The annual meeting of stockholders of DualStar Technologies Corporation
will be held at 10:00 a.m. (New York time) at The Midtown Executive & Chemists' 
Club, 40 West 45th Street, New York, New York 10036,on Friday, January 12, 2001.
A Notice of the Annual Meeting, Proxy Statement and form of proxy card are      
enclosed with this letter.                                                      

 At this meeting, stockholders of record as of Monday, November 13, 2000
will vote to approve several proposals. Specifically, stockholders will be asked
to consider and approve:                                                        

     o    The election of Messrs. Jared A. Abbruzzese, Gregory Cuneo and Raymond
      L. Steele as directors, each to serve until DualStar's next Annual
          Meeting of Stockholders or until their respective successors have been
duly elected and qualified;                                 

     o    To consider and vote upon the ratification of the appointment of Grant
         Thornton LLP as independent auditors for DualStar for the fiscal year
ending June 30, 2001; and                                   

    o    To transact such other business as may be properly brought before the
meeting and any adjournments thereof.                       

     DualStar's board of directors recommends that you vote your DualStar common
stock IN FAVOR of each proposal.                                                

    Stockholders are urged to attend the meeting but may vote by proxy in lieu
thereof. Accordingly, whether or not you plan to attend the meeting, please     
complete, sign and date the accompanying proxy card and return it in the        
enclosed postage-paid envelope.                                                 

    Prompt return of your voted proxy will reduce the cost of further mailings
and contacts. You may revoke your voted proxy at any time prior to the meeting  
or vote in person if you attend the meeting.                                    

I look forward to greeting as many of you as possible at the meeting. 

          Sincerely,

                 /s/ Gregory Cuneo

             Gregory Cuneo
                                     President and Chief Executive Officer

DEF 14A
3rd Page of 28
TOC
1st
Previous
Next
Bottom
Just 3rd

 DUALSTAR TECHNOLOGIES CORPORATION
 ONE PARK AVENUE
NEW YORK, NEW YORK 10016
 -----------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 TO BE HELD JANUARY 12, 2001
 -----------------

To the Holders of Common Stock of DualStar Technologies Corporation:            

    NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of DualStar
Technologies Corporation, a Delaware corporation, will be held at The Midtown   
Executive & Chemists' Club, 40 West 45th Street, New York, New York 10036, on   
Friday, January 12, 2001, at 10:00 a.m. (New York time), for the following      
purposes:                                                                       

   1.   To elect three directors of DualStar, each to serve until DualStar's
 next Annual Meeting of Stockholders or until their respective
successors have been duly elected and qualified;            

     2.   To consider and vote upon the ratification of the appointment of Grant
         Thornton LLP as independent auditors for DualStar for the fiscal year
ending June 30, 2001; and                                   

  3.   To take action upon any other matters that may properly come before
the meeting and any adjournments thereof.                   

   Only stockholders of record at the close of business on November 13, 2000
are entitled to notice of and to vote at the meeting or any adjournments        
thereof.                                                                        

     A majority of the issued and outstanding shares of common stock of DualStar
must be represented at the meeting to constitute a quorum. Therefore, all       
stockholders are urged either to attend the meeting or to be represented by     
proxy. If a quorum is not present at the meeting, a vote for adjournment will be
taken among the stockholders present or represented by proxy. If a majority of  
the stockholders present or represented by proxy vote for adjournment, it is    
DualStar's intention to adjourn the meeting until a later date and to vote      
proxies received at such adjourned meeting(s).                                  

     IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED BUSINESS REPLY ENVELOPE. IF  
YOU LATER FIND THAT YOU CAN BE PRESENT OR FOR ANY OTHER REASON DESIRE TO REVOKE 
YOUR PROXY, YOU MAY DO SO AT ANY TIME BEFORE THE VOTING.                        

                                       By Order of the Board of Directors,

                          /s/ Robert J. Birnbach

                      Robert J. Birnbach
             Secretary
New York, New York                                                              
December 11, 2000                                                               

DEF 14A
4th Page of 28
TOC
1st
Previous
Next
Bottom
Just 4th

 DUALSTAR TECHNOLOGIES CORPORATION
 ONE PARK AVENUE
NEW YORK, NEW YORK 10016

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
 TO BE HELD JANUARY 12, 2001

CONTENTS OF ANNUAL MEETING PROXY STATEMENT      
                                                                            PAGE

Voting Information.............................................................1
         General Instructions on How to Vote Your Proxy........................1
         Voting Rules .........................................................1
Proposals......................................................................4
         PROPOSAL NO. 1:  Election of Directors................................4
         PROPOSAL NO. 2:  Appointment of Independent Auditors..................5
Company Information............................................................6
         Security Ownership of Certain Beneficial Owners and Management........6
         Section 16(a) Beneficial Ownership Reporting Compliance...............7
         Board of Director's and Committees'Meetings and Attendance............7
         Remuneration of Directors.............................................7
         Compensation and Governance Committee.................................7
         Report From the Audit Committee.......................................8
         Executive Officers....................................................9
         Executive Compensation...............................................10
         Employment Agreements................................................11
The 1994 Stock Option Plan....................................................13
401(K) Plan...................................................................14
Compensation and Governance Committee Interlocks and Insider Participation....14
Board of Directors Report on Executive Compensation...........................14
         General..............................................................14
         Compensation Philosophy..............................................15
         Base Salary .........................................................15
         Short-Term Incentive.................................................15
         Long-Term Incentive..................................................15
         Chief Executive Officer Compensation.................................16
         Benefits ............................................................16
Performance Graph.............................................................17
Certain Relationships and Related Transactions................................17
Deadline for Stockholder Proposals............................................19
Annual Report to the SEC on Form 10-K.........................................19
Where You Can Find More Information...........................................19
Other Matters ................................................................20

The principal executive offices of the company are located at One Park Avenue,  
New York, New York 10016. This proxy statement, and the accompanying Notice of  
Annual Meeting of Stockholders and proxy card, are first being mailed to the    
company's stockholders on or about December 12, 2000.                           

i 

DEF 14A
5th Page of 28
TOC
1st
Previous
Next
Bottom
Just 5th

VOTING INFORMATION  

GENERAL INSTRUCTIONS ON HOW TO VOTE YOUR PROXY                                  

Below are instructions on how to vote, as well as information on your 
rights as a stockholder as they relate to voting. Some of the instructions will 
differ depending on how your stock is held. It is important to follow the       
instructions that apply to your situation.                                      

  If your shares are held in "street name," you should vote your shares in
the method directed by your broker or other nominee.                            

 If you plan to attend the meeting and vote in person, your instructions
will depend on how your shares are held:                                        

 o    Shares registered in your name -- Check the appropriate box on the
       enclosed proxy card and bring evidence of your stock ownership with
     you to the meeting. The proxy card and the evidence of your stock
 ownership will serve as your authorization to vote in person.

   o    Shares registered in the name of your broker or other nominee -- Ask
      your broker to provide you with a broker's proxy card in your name
       (which will allow you to vote your shares in person at the meeting)
and bring evidence of your stock ownership from your broker.

    Remember that attendance at the meeting will be limited to stockholders as
of the record date (or their authorized representatives) with evidence of their 
share ownership and guests of DualStar.                                         

   HOW TO REVOKE YOUR PROXY. If your shares are registered in your name, you
may revoke your proxy at any time before it is exercised by:                    

  o    filing with the Secretary of DualStar a written notice revoking it,

o    executing and returning another proxy bearing a later date, or   

o    attending the annual meeting and expressing a desire to vote your
shares of common stock in person.                           

 If your shares are held in street name, you must contact your broker to
revoke your proxy. Written notices to DualStar must be addressed to Secretary,  
DualStar Technologies Corporation, One Park Avenue, New York, New York 10016. No
revocation by written notice will be effective unless such notice has been      
received by the Secretary of DualStar prior to the day of the annual meeting or 
by the inspector of election at the annual meeting.                             

VOTING RULES                                                                    

  STOCKHOLDERS ENTITLED TO VOTE--THE RECORD DATE. The close of business on
November 13, 2000 has been fixed as the record date for the determination of    
stockholders entitled to vote at the annual meeting and any adjournment(s)      
thereof. As of the record date, DualStar had issued and outstanding 16,501,568  
shares of common stock and there were 89 record holders of DualStar's common    
stock                                                                           

     QUORUM REQUIRED. A quorum must exist for us to hold the annual meeting. For
a quorum to exist, we will need the presence, either in person or by proxy, of  
holders of a majority of the outstanding shares of DualStar's common stock as of
the record date. Abstentions and broker non-votes are counted for purposes of   
determining whether a quorum is present. Broker non-votes occur when a          
beneficial owner indicates on the proxy that some of the shares represented are 
not being voted as to certain proposals, and the broker is not permitted to vote
on the proposal.                                                                

1 

DEF 14A
6th Page of 28
TOC
1st
Previous
Next
Bottom
Just 6th

NUMBER OF VOTES. You are entitled to one vote per share of DualStar's 
common stock that you own as of the record date on each matter that is called to
vote at the annual meeting.                                                     

   VOTING TO ELECT DIRECTORS. When voting to elect directors, you have three
options:                                                                        

o    Vote for each of the nominees;                                   

o    Vote for only one or more of the nominees; or                    

o    Withhold authority to vote for all of the nominees.              

   If a quorum is present at the annual meeting, the three persons receiving
the greatest number of votes will be elected to serve as directors. Because of  
this rule, any shares that are not voted or whose votes are withheld will not   
influence the outcome of the election of directors.                             

  VOTING ON OTHER MATTERS. When voting on all other matters, you will also
have three options, but these options are different from those pertaining to the
election of directors:                                                          

o    Vote FOR a given proposal;                                       

o    Vote AGAINST a given proposal;                                   

o    ABSTAIN from voting on a given proposal                          

    The affirmative vote of at least a majority of the shares of common stock,
present in person or represented by proxy at the Annual Meeting of Stockholders 
and entitled to vote thereon, is necessary for the ratification of the          
appointment of Grant Thornton LLP as independent auditors for the fiscal year   
ending June 30, 2001.                                                           

   Pursuant to the Delaware General Corporation Law, only votes cast "For" a
matter constitute affirmative votes. Proxy cards which are voted by marking     
"Withheld" or "Abstain" on a particular matter are counted as present for quorum
purposes and for purposes of determining the outcome of such matter, but since  
they are not cast "For" a particular matter, they will have the same effect as  
negative votes or votes cast "Against" a particular matter. If a validly        
executed proxy card is not marked to indicate a vote on a particular matter and 
the proxy granted thereby is not revoked before it is voted, it will be voted   
"For" such matter. Where brokers are prohibited from exercising discretionary   
authority for beneficial owners who have not provided voting instructions       
(commonly referred to as "broker non-votes"), such broker non-votes will be     
treated as shares that are present for purposes of determining the presence of a
quorum; however, with respect to proposals which require the affirmative vote of
a percentage of shares present at the Annual Meeting for approval, such broker  
non-votes will be treated as not present for purposes of determining the outcome
of any such matter. With respect to proposals which require the affirmative vote
of a percentage of the outstanding shares for approval, since such broker       
non-votes are not cast "For" a particular matter, they will have the same effect
as negative votes or votes cast "Against" such proposals.                       

     The proxy confers discretionary authority to the persons named in the proxy
authorizing those persons to vote, in their discretion, on any other matters    
properly presented at the annual meeting. The board of directors is not         
currently aware of any such other matters.                                      

VOTING OF PROXIES WITH UNMARKED VOTES. All proxies that are properly  
completed, signed and returned prior to the annual meeting will be voted. If you
return your proxy with no votes marked, your shares will be voted as follows:   

o    FOR the election of all nominees for director.                   

o    FOR the ratification of the appointment of Grant Thornton, LLP as
       DualStar's independent auditors for the fiscal year ending June 30,
2001.                                                       

2 

DEF 14A
7th Page of 28
TOC
1st
Previous
Next
Bottom
Just 7th

  WHO COUNTS THE VOTES. Votes will be counted by American Stock Transfer &
Trust Company, DualStar's transfer agent and registrar.                         

 INFORMATION ABOUT THIS SOLICITATION OF PROXIES. The solicitation of the
proxy accompanying this proxy statement is being made by DualStar's board of    
directors in connection with the annual meeting of stockholders. In addition to 
the solicitation of proxies by use of this proxy statement, directors, officers 
and employees of DualStar may solicit the return of proxies by mail, personal   
interview, telephone or telegraph. Officers and employees of DualStar will not  
receive additional compensation for their solicitation efforts, but they will be
reimbursed for any out-of-pocket expenses incurred. Brokerage houses and other  
custodians, nominees and fiduciaries will be requested, in connection with the  
stock registered in their names, to forward solicitation materials to the       
beneficial owners of such stock and may be reimbursed for their reasonable      
out-of-pocket expenses incurred in that connection. DualStar has retained       
Innisfree M&A Incorporated to assist in the solicitation of proxies from its    
stockholders. The total fees of the proxy solicitor are estimated not to exceed 
$6,500 and will be paid by DualStar.                                            

    All costs of preparing, printing, assembling and mailing the Notice of the
Annual Meeting of Stockholders, this proxy statement, the enclosed form of proxy
card and any additional materials, as well as the cost of forwarding            
solicitation materials to the beneficial owners of stock and all other costs of 
solicitation, will be borne by DualStar.                                        

3 

DEF 14A
8th Page of 28
TOC
1st
Previous
Next
Bottom
Just 8th

 PROPOSALS

PROPOSAL NO. 1:  ELECTION OF DIRECTORS                                          

     Three directors are to be elected by a plurality of the votes of the shares
of common stock present in person or represented by proxy at the annual meeting 
of stockholders by holders of shares entitled to vote. The directors will hold  
office until the next annual meeting of stockholders of DualStar or until their 
successors are duly elected and qualified. The bylaws of DualStar provide that  
the number of directors of DualStar shall be not less than one nor more than    
nine, with the exact number as determined by resolution of the board of         
directors. The board of directors has set the current number of directors at    
three. The board of directors proposes the following nominees, and recommends a 
vote in favor thereof:                                                          

                                                        [Enlarge/Download Table]

                                     PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE FOR                       
       NAME AND AGE                                  PAST FIVE YEARS                          DIRECTOR SINCE
--------------------------  ----------------------------------------------------------------  --------------
                                                                                                            
Gregory Cuneo               Chairman of DualStar (from December 1998 through February         August 1994   
        41                  2000), President and Chief Executive Officer of DualStar                        
                            (since DualStar was founded in August 1994); Chairman                           
                            (non-director) of Starrett Corporation (since August 1999);                     
                            President and Chief Executive Officer of HRH Construction                       
                            Corp., a subsidiary of Starrett Corporation (since August                       
                            1999). Mr. Cuneo and Mr. Birnbach are first cousins.                            

Jared E. Abbruzzese         Chairman of DualStar (since February 2000); Chairman and          September 1999
        46                  Founder of TechOne Capital Group LLC, a consulting and                          
                            private investment firm concentrating in the                                    
                            telecommunications and technology sectors; Chairman, Chief                      
                            Executive Officer and Founder of CAI Wireless Systems, Inc.                     
                            ("CAI"), a MMDS operator (from August 1991 until August                         
                            1999) (CAI was acquired by WorldCom, Inc. in August 1999);                      
                            Co-founder of Crest Communications, LLC, a private                              
                            communications fund; member of the governing board of                           
                            VenInfoTel LLC, a Venezuelan telephone and cable television                     
                            company. CAI voluntarily filed a petition under Chapter 11                      
                            of the U.S. Bankruptcy Code in July 1998 and emerged from                       
                            bankruptcy in October 1998.                                                     

Raymond L. Steele           Retired; Executive Vice President of Pacholder Associates,        December 1998 
        65                  Inc. (from August 1990 until September 1993); Executive                         
                            Advisor at the Nickert Group (from 1989 through 1990); Vice                     
                            President, Trust Officer and Chief Investment Officer of the                    
                            Provident Bank (from 1984 through 1988); Director of I.C.H.                     
                            Corp. and Video Services Corp.                                                  

Technology Investors Group, LLC ("TIG") is party to a Stockholders'   
Agreement, dated as of November 25, 1998, among DualStar, Gregory Cuneo, TIG and
certain other stockholders (the "TIG Stockholders' Agreement"), which provides, 
among other things, that commencing with the 1999 annual meeting, the parties   
thereto will recommend to the board of directors the nomination of one person   
designated by TIG. The TIG Stockholders' Agreement terminates on the earlier of 
(1) 30 months from November 25, 1998 or (2) such date following conversion of a 
certain convertible note issued to TIG that the voting power of TIG amounts to  
less than 5% of the then outstanding shares of common stock of DualStar entitled
to vote for election of directors. However, TIG will have no right to nominate  
or will not be obligated to vote its shares pursuant to the TIG Stockholders'   
Agreement in any fiscal year immediately following two consecutive fiscal years 
in which DualStar incurs a net loss from operations (as defined therein), but   
such right to nominate and such obligation to vote its shares will apply again  
to TIG in any fiscal year following any fiscal year in which DualStar has a     

4 

DEF 14A
9th Page of 28
TOC
1st
Previous
Next
Bottom
Just 9th

profit. TIG has determined not to nominate a member of DualStar's board of      
directors for this annual meeting but reserves its right to do so in subsequent 
years. As of November 13, 2000, TIG owns 1,791,000 shares of DualStar common    
stock or 10.85% of the outstanding DualStar common stock.                       

     THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION
OF THE ABOVE-NAMED NOMINEES AS DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL   
MEETING OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED.   
PROXIES SOLICITED HEREBY WILL BE VOTED "FOR" THE NOMINEES UNLESS STOCKHOLDERS   
SPECIFY OTHERWISE IN THEIR PROXIES. ALTHOUGH THE BOARD OF DIRECTORS DOES NOT    
CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE OR DECLINE TO SERVE, SHOULD 
SUCH A SITUATION ARISE PRIOR TO THE MEETING, THE PROXIES WILL BE VOTED IN       
ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS ACTING THEREUNDER.             

PROPOSAL NO. 2:  APPOINTMENT OF INDEPENDENT AUDITORS                            

Subject to ratification by the stockholders of DualStar, the board of 
directors has designated the firm of Grant Thornton LLP as independent auditors 
to examine and audit DualStar's financial statements for the fiscal year ending 
June 30, 2001. The designation of such firm as auditors is being submitted for  
ratification or rejection at the annual meeting. Action by stockholders is not  
required under the law for the appointment of independent auditors, but the     
ratification of their appointment is submitted by the board of directors in     
order to give the stockholders of DualStar the final choice in the designation  
of auditors. The board of directors will be governed by the decision of a       
majority of the votes entitled to be cast. A majority of the votes represented  
at the annual meeting by shares of common stock entitled to vote is required to 
ratify the appointment of Grant Thornton LLP.                                   

A representative of Grant Thornton LLP will be present at the annual  
meeting with the opportunity to make a statement if he desires to do so and will
also be available to respond to appropriate questions.                          

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE    
DESIGNATION OF GRANT THORNTON LLP AS DUALSTAR'S INDEPENDENT AUDITORS FOR FISCAL 
YEAR ENDED JUNE 30, 2001.                                                       

5 

DEF 14A
10th Page of 28
TOC
1st
Previous
Next
Bottom
Just 10th

 COMPANY INFORMATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

   The following table presents certain information regarding the beneficial
ownership of equity securities of DualStar (which includes shares that may be   
acquired on the exercise of the currently vested portion of stock options) at   
December 1, 2000:                                                               

o    each person who, based on public filings, is known by us to own  
    beneficially more than five percent of the outstanding shares of
common stock;                                               

o    each director and nominee for director of DualStar;              

   o    our chief executive officer and each of the other executive officers
     of DualStar named in the tables under Executive Compensation; and

   o    all directors and executive officers as a group, including all stock
options vested through December 1, 2000.                    

    The following calculations were based upon 16,501,568 shares of DualStar's
common stock issued and outstanding as of December 1, 2000.                     

                                                                [Download Table]


                                            Amount and Nature         
                                              of Beneficial     % of  
          Name and Address (1)                  Ownership       Class 
------------------------------------------  -----------------  -------
                                                                      
Jared E. Abbruzzese                                  0             0  
Gregory Cuneo                                  515,000  (2)      3.1% 
Stephen J. Yager                               515,000  (2)      3.1% 
Ronald Fregara                                 515,000  (2)      3.1% 
Raymond L. Steele                               15,000  (3)        *  
Barry Halpern                                  201,000  (3)      1.2% 
Nicholas Ahel                                  126,000  (3)        *  
Stephen Feinberg                             3,125,000  (4)     18.9% 
Technology Investors Group, LLC              1,791,000          10.9% 
All Executive Officers and Directors as                               
    a Group (11 persons)                     3,023,000  (5)     18.3% 
--------                                                              
*  Indicates less than 1%                                             

(1)  The address of each stockholder listed, other than Technology Investors    
Group, LLC and Stephen Feinberg, is in care of DualStar Technologies  
Corporation, One Park Avenue, New York, New York 10016. The address of
 Technology Investors Group, LLC is 25 Coligni Avenue, New Rochelle, New
York 10801. The address for Stephen Feinberg is 450 Park Avenue, 28th 
Floor, New York, New York 10022.                                      

(2)  Consists of (x) options to purchase 80,000 shares of DualStar common stock 
  granted under DualStar's 1994 Stock Option Plan, as amended, exercisable
within 60 days of December 1, 2000 and (y) 435,000 shares of DualStar 
common stock.                                                         

(3)  Consists of options granted under the 1994 Stock Option Plan, exercisable  
within 60 days of December 1, 2000.                                   

(4)  DSTR Warrant Co., LLC, a Delaware limited liability company, is the record 
holder of 3,125,000 Class E common stock purchase warrants issued by  
     DualStar. DSTR Warrant Co., LLC may exercise the warrants at any time after
November 8, 2000 for up to 3,125,000 shares of DualStar common stock. 
According to a Schedule 13-D filed with the SEC on November 21, 2000, 
Stephen Feinberg possesses sole voting and investment control over the
    warrants and, if exercised, the shares of DualStar common stock underlying
such warrants.                                                        

6 

DEF 14A
11th Page of 28
TOC
1st
Previous
Next
Bottom
Just 11th

(5)  Consists of (x) options to purchase 1,715,500 shares of DualStar common    
    stock granted under the 1994 Stock Option Plan, exercisable within 60 days
of December 1, 2000 and (y) 1,308,000 shares of DualStar common stock.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

  Section 16(a) of the Securities Exchange Act of 1934 requires DualStar's
officers, directors and certain beneficial owners to file initial reports of    
ownership and reports of changes in ownership with the Securities and Exchange  
Commission ("SEC"). Such persons are required by SEC regulations to furnish     
DualStar with copies of all Section 16(a) forms they file. Based solely on a    
review of the copies of such forms furnished to DualStar and written            
representations from DualStar's officers and directors, and without making any  
inquiry or investigation regarding delinquent Section 16(a) filings, DualStar   
believes that, during the fiscal year ended June 30, 2000, all such reports were
filed on a timely basis, except for (1) an Initial Statement of Beneficial      
Ownership of Securities on Form 3 required to be filed by Mr. Abbruzzese upon   
his appointment to the board of directors, (2) a Statement of Changes of        
Beneficial Ownership of Securities on Form 4 with respect to the granting of    
certain options to certain reporting persons, and (3) Annual Statements of      
Beneficial Ownership of Securities on Form 5 for all reporting persons. DualStar
is in the process of adopting a Section 16 Reporting Compliance Program in an   
effort to assist its directors and executive officers with their Section 16     
reporting requirements.                                                         

BOARD OF DIRECTOR'S AND COMMITTEES' MEETINGS AND ATTENDANCE                     

   During the fiscal year ended June 30, 2000, there were 14 meetings of the
board of directors and the directors acted by unanimous written consent twice.  
During fiscal year ended June 30, 2000, no director of DualStar attended fewer  
than 75% of the meetings of the board of directors.                             

  During fiscal year ended June 30, 2000, no director of DualStar attended
fewer than 75% of the number of meetings of committees on which he served.      

REMUNERATION OF DIRECTORS                                                       

     Directors of DualStar are paid an annual fee of $25,000 and a fee of $1,000
per board meeting attended in person, and $600 per telephonic meeting or        
committee meeting (regardless of attendance in person or by telephone), plus, in
all cases, reimbursement of out-of-pocket expenses.                             

COMPENSATION AND GOVERNANCE COMMITTEE                                           

As of February 18, 2000, the DualStar board of directors combined the 
Compensation Committee with the Stock Award Committee and Nomination Committee, 
renaming it the Compensation and Governance Committee. The DualStar board of    
directors delegated to the Compensation and Governance Committee all powers and 
authority over compensation and employee benefit matters, including, without    
limitation, reviewing and approving management's recommendations as to executive
compensation, administering the 1994 Stock Option Plan and making bonus         
compensation determinations under the Employment Agreements described below     
under the caption "Employment Agreements" for key executives of DualStar. Under 
the 1994 Stock Option Plan, the Committee has the authority to grant "Awards"   
(as such term is defined in the 1994 Stock Option Plan) to officers, employees, 
directors and consultants of DualStar or an "Affiliate" (as such term is defined
in the 1994 Stock Option Plan), and to determine the various terms and          
conditions of such Awards. The Committee also has the authority to adopt, alter 
and repeal such administrative rules, guidelines and practices governing the    
1994 Stock Option Plan as it shall, from time to time, deem advisable to        
interpret the terms and provisions of the 1994 Stock Option Plan and any Award  
issued under the 1994 Stock Option Plan (and any agreement relating thereto) and
to otherwise supervise the administration of the 1994 Stock Option Plan. The    
Committee is also delegated the authority to identify and nominate qualified    
individuals for the DualStar board of directors and executive officers of       
DualStar, including nominees for directors recommended by stockholders. The     
members of the Compensation and Governance Committee are Messrs. Abbruzzese and 
Steele. The Compensation and Governance Committee met once and acted twice by   
unanimous written consent during fiscal year ended June 30, 2000.               

7 

DEF 14A
12th Page of 28
TOC
1st
Previous
Next
Bottom
Just 12th

REPORT FROM THE AUDIT COMMITTEE                                                 

   The members of the Audit Committee from July 1, 1999 to February 17, 2000
were Messrs. Abatemarco, Miller and Steele. From February 18, 2000 until April  
10, 2000, the members of the Audit Committee were Messrs. Cuneo, Miller and     
Steele. Since April 10, 2000, the members of the Audit Committee have been      
Messrs. Abbruzzese and Steele. The Audit Committee met once during the fiscal   
year. The Audit Committee is responsible for considering management's           
recommendation of independent certified public accountants for each fiscal year,
recommending the appointment or discharge of independent accountants to the     
board of directors and confirming the independence of the accountants. It is    
also responsible for reviewing and approving the scope of the planned audit, the
results of the audit and the accountants' compensation for performing such      
audit; reviewing DualStar's audited financial statements; and reviewing and     
approving DualStar's internal accounting controls and discussing such controls  
with the independent accountants.                                               

     The Audit Committee adopted a written charter during fiscal 2000, a copy of
which is attached to this proxy statement as Appendix A.                        

 In connection with the audit of DualStar's financial statements for the
year ended June 30, 2000, the Audit Committee met with representatives from     
Grant Thornton LLP, DualStar's independent auditors. The Audit Committee        
reviewed and discussed with Grant Thornton DualStar's financial management and  
financial structure, as well as the matters relating to the audit required to be
discussed by Statements on Auditing Standards 61 and 90.                        

The Audit Committee and Grant Thornton also discussed Grant Thornton's
independence. On September 27, 2000, the Audit Committee received from Grant    
Thornton the written disclosures and the letter regarding Grant Thornton's      
independence required by Independence Standards Board of Standard No. 1.        

 In addition, the Audit Committee reviewed and discussed with DualStar's
management DualStar's audited financial statements relating to fiscal year ended
June 30, 2000.                                                                  

    Based upon the review and discussions described above, the Audit Committee
recommended to the Board of Directors that DualStar's financial statements      
audited by Grant Thornton be included in DualStar's Annual Report on Form 10-K  
for fiscal year ended June 30, 2000.                                            

                           Jared E. Abbruzzese
                         Raymond L. Steele

8 

DEF 14A
13th Page of 28
TOC
1st
Previous
Next
Bottom
Just 13th

EXECUTIVE OFFICERS                                                              

The executive officers of DualStar include:                           

o    Robert J. Birnbach (age: 36), a founder of DualStar, has been Chief        
     Financial Officer of DualStar since December 1996, Executive Vice President
since July 1999 and Secretary since February 2000. He was a member of 
     DualStar's board of directors from September 1999 until February 2000. From
 December 1996 until July 1999, Mr. Birnbach served as Vice President of
DualStar and from August 1994 until December 1996, he was DualStar's  
     Director of Corporate Development/Mergers & Acquisitions. From January 2000
     until November 2000, Mr. Birnbach was President and Chief Executive Officer
     and a member of the board of directors of Starrett Corporation. He was also
  a member of the board of directors of HRH Construction Corp from January
  2000 until November 2000. Prior to joining DualStar, Mr. Birnbach was an
advisor with the financial advisory and accounting firm of Coopers &  
Lybrand from 1991 to August 1994. Mr. Birnbach and Mr. Cuneo are first
cousins.                                                              

o    Joseph C. Chan (age: 39) has been Vice President and Chief Accounting      
     Officer of DualStar since December 1996. He was controller of DualStar from
    November 1994 until December 1996. Prior to joining DualStar, Mr. Chan was
     a certified public accountant with Konigsberg, Wolf & Co. P.C. from October
1987 to November 1994.                                                

o    Ronald Fregara (age: 51), a founder of DualStar served as an Executive Vice
     President of DualStar from December 1996 until February 2000, and served as
     a Vice President from August 1994 until December 1996. Mr. Fregara has been
     President of Centrifugal/Mechanical Associates, Inc. ("CMA") since December
     1996. Mr. Fregara was a member of DualStar's board of directors from August
1994 until February 2000.                                             

o    Stephen Yager (age: 48), a founder of DualStar, served as an Executive Vice
   President of DualStar from August 1994 until February 2000, and served as
   Secretary of DualStar from August 1994 until February 2000. Mr. Yager was
  DualStar's Chief Financial Officer from August 1994 until November 1996.
     Mr. Yager has been Vice President of CMA since December 1996. Mr. Yager was
   a member of DualStar's board of directors from August 1994 until February
2000.                                                                 

o    Nicholas Ahel (age: 57) has served as Vice President of High-Rise Electric,
Inc. ("High-Rise") since July 1995.                                   

o    Barry Halpern (age: 48) has served as President of High-Rise since July    
1995.                                                                 

o    Jill Thoerle (age: 49) has served as President and Chief Executive Officer 
     of OnTera, Inc. ("OnTera," formerly known as DualStar Communications, Inc.)
     since March 2000. From 1998 until joining OnTera in March 2000, Ms. Thoerle
    was Corporate Strategy and New Business Development Vice President of AT&T
     Corporation. Prior to that Ms. Thoerle served as Vice President of Teleport
Communications Group, Inc. from 1995 until 1998.                      

o    Peter Sach (age: 40) has served as Executive Vice President and Chief      
Operating Officer of OnTera since March 2000. From 1998 until joining 
     OnTera in March 2000, Mr. Sach was first Vice President Network Services at
AT&T, and then was promoted in 1999 to AT&T Broadband's Senior Vice   
President--Systems Development. From 1986 until 1998, Mr. Sach held a 
   variety of positions culminating with Vice President--Network Services of
Teleport Communications Group, Inc.                                   

9 

DEF 14A
14th Page of 28
TOC
1st
Previous
Next
Bottom
Just 14th

EXECUTIVE COMPENSATION                                                          

     The Summary Compensation Table set forth below for each of the fiscal years
ended June 30, 2000, 1999 and 1998 includes compensation information with       
respect to the Chief Executive Officer of DualStar and each of DualStar's four  
most highly compensated executive officers whose salary in the last fiscal year 
exceeded $100,000.                                                              

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                     LONG-TERM                      
                                                                    COMPENSATION                    
                                         ANNUAL COMPENSATION           AWARDS                       
                                  --------------------------------  ------------                    
                                                                     SECURITIES                     
                                  FISCAL                             UNDERLYING        ALL OTHER    
  NAME AND PRINCIPAL POSITION      YEAR    SALARY ($)    BONUS ($)     OPTION       COMPENSATION ($)
--------------------------------  ------   ----------    ---------  -------------   ----------------
              (a)                  (b)         (c)          (d)         (g)               (i)       
                                                                                                    
Gregory Cuneo,                     2000       270,961            0    200,000   (1)     10,170  (2) 
   President and Chief             1999       150,000       67,500          0            5,794  (2) 
   Executive Officer               1998       150,000            0          0            5,901  (2) 

Barry Halpern,                     2000       230,000      251,065          0            1,954  (2) 
   President--High-Rise            1999       156,600      180,000          0            2,947  (2) 
                                   1998       148,900      252,500          0            2,673  (2) 

Nicholas Ahel,                     2000       230,000      251,065          0            1,652  (2) 
   Vice President--High-Rise       1999       156,600      180,000          0            2,168  (2) 
                                   1998       148,900      252,500          0            2,673  (2) 

Stephen J. Yager,                  2000       235,408       25,000    200,000   (1)      6,371  (2) 
   Vice President -CMA             1999       151,005       67,500          0            6,371  (2) 
                                   1998       150,580            0          0            5,453  (2) 

Ronald Fregara,                    2000       235,408       25,500    200,000   (1)      5,861  (2) 
   President--CMA                  1999       151,005       67,500          0            5,991  (2) 
                                   1998       150,580            0          0            6,017  (2) 


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

(1)  Consists of options granted under the Company's 1994 Stock Option Plan, as 
     amended (the "Plan"), to purchase 200,000 shares granted on August 12, 1999
  at an exercise price of $4.00 per share and vest in five installments on
each of December 31, 1999, 2000, 2001, 2002 and 2003.                 

(2)  Includes the value of personal benefits, such as disability insurance and  
   automobile expenses, pursuant to each officer's employment agreement, and
 with respect to Mr. Cuneo, includes, in addition, country club expenses
pursuant to his officer's employment agreement. See "Employment       
Agreements."                                                          

10

DEF 14A
15th Page of 28
TOC
1st
Previous
Next
Bottom
Just 15th

 OPTION GRANTS IN LATEST FISCAL YEAR

  The following table provides information on options to purchase DualStar
common stock which were granted during the year ended June 30, 2000 to the five 
Named Executives identified in the Summary Compensation Table above.            

                                                        [Enlarge/Download Table]

                                                                                     POTENTIAL REALIZABLE VALUE AT 
                                                                                         ASSUMED ANNUAL RATES OF   
                                                                                        STOCK PRICE APPRECIATION   
                                 INDIVIDUAL GRANTS                                           FOR OPTION TERM       
-----------------------------------------------------------------------------------  ------------------------------
       (a)               (b)               (c)               (d)           (e)           (f)             (g)       
                      NUMBER OF     % OF TOTAL OPTIONS                                                             
                      SECURITIES        GRANTED TO         EXERCISE                                                
                      UNDERLYING       EMPLOYEES IN        PRICE PER    EXPIRATION                                 
       NAME            OPTIONS          FISCAL YEAR        SHARE ($)       DATE         5% ($)         10% ($)     
-------------------   ----------    ------------------     ---------    ----------    --------        --------     
                                                                                                                   
Gregory Cuneo.....     200,000             10.88%            4.00           (1)        382,000         914,000     
Ronald Fregara....     200,000             10.88%            4.00           (1)        382,000         914,000     
Stephen Yager.....     200,000             10.88%            4.00           (1)        382,000         914,000     

------------                                                                    
(1)  Options vest in five annual equal installments on each of December 31,     
 1999, 2000, 2001, 2002 and 2003, and expire five years from the date of
vesting.                                                              

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
 YEAR AND FY-END OPTION/SAR VALUES

The following table sets forth certain information with regard to the 
outstanding options to purchase DualStar Common Stock as of the end of the      
fiscal year ended June 30, 2000 for the five Named Executives in the Summary    
Compensation Table above.                                                       

                                                        [Enlarge/Download Table]

         (a)                (b)         (c)              (d)                            (e)                
                                                    NUMBER OF SECURITIES       VALUE OF UNEXERCISED IN THE 
                                                   UNDERLYING UNEXERCISED            MONEY OPTIONS AT      
                           SHARES                 OPTIONS AT JUNE 30, 2000           JUNE 30, 2000 (1)     
                         ACQUIRED ON   VALUE    -----------------------------  ----------------------------
        NAME            EXERCISE (#)  REALIZED  EXERCISABLE     UNEXERCISABLE  EXERCISABLE    UNEXERCISABLE
----------------------  ------------  --------  -----------     -------------  -----------    -------------
                                                                                                           
Gregory Cuneo.......        --          $--        40,000           160,000          --              --    
Ronald Fregara......        --          $--        40,000           160,000          --              --    
Stephen Yager.......        --          $--        40,000           160,000          --              --    
Barry Halpern.......        --          $--       201,000             --         $ 628,025           --    
Nicholas Ahel.......        --          $--       126,000             --         $ 393,750           --    

------------------                                                              
(1)  Options vest in five annual equal installments on each of December 31,     
 1999, 2000, 2001, 2002 and 2003, and expire five years from the date of
vesting.                                                              

EMPLOYMENT AGREEMENTS                                                           

 Effective August 1994, DualStar entered into employment agreements with
Messrs. Cuneo, Yager and Fregara. The employment agreements expired in August   
1997 and have been renewed for two additional three-year terms through August   
2003. Mr. Cuneo's current salary is $275,000, with a guaranteed minimum bonus of
$25,000, up to a maximum of $100,000 based on certain performance objectives    
which are to be determined by the board and the Compensation and Governance     
Committee. Messrs. Fregara and Yager's current salaries are each $235,000, with 
a guaranteed minimum bonus of $25,000, up to a maximum of $100,000 based on     
certain performance objectives which are to be determined by the Board and the  
Compensation and Governance Committee. The salaries under these executives'     
employment                                                                      

11

DEF 14A
16th Page of 28
TOC
1st
Previous
Next
Bottom
Just 16th

agreements, as amended, may be increased to reflect annual cost of living       
increases and may be supplemented by discretionary merit and performance        
increases as determined by the Compensation Committee.                          

     The employment agreements provide, among other things, for participation in
an equitable manner in any profit-sharing or retirement plan for employees or   
executives and for participation in other employee benefits applicable to       
employees and executives of DualStar. The employment agreements provide that    
DualStar will establish a performance incentive bonus plan providing each       
executive the opportunity to earn an annual bonus of up to five percent of the  
increase, if any, in DualStar's pretax income, based upon the attainment of     
performance goals to be established by the Compensation and Governance          
Committee. The employment agreements further provide for the use of an          
automobile and other fringe benefits commensurate with their duties and         
responsibilities, and for benefits in the event of disability.                  

Pursuant to the employment agreements, employment may be terminated by
DualStar with cause or by the executive with or without good reason. Termination
by DualStar without cause, or by the executive for good reason, would subject   
DualStar to liability for liquidated damages in an amount equal to the          
terminated executive's current salary for the remainder of the scheduled term of
employment and bonuses for the remainder of the scheduled term of employment    
based upon the prior year's annual bonus and the maximum incentive bonus        
payable. Such amounts shall be payable in equal monthly installments, without   
any set-off for compensation received from any new employment. In addition, the 
terminated executive would be entitled to continue to participate in and accrue 
benefits under all employee benefit plans and to receive supplemental retirement
benefits to replace benefits under any qualified plan for the remaining term of 
the employment agreements to the extent permitted by law.                       

     The employment agreements provide for the purchase by DualStar of insurance
policies in the amount of $1,000,000 on the lives of each of Messrs. Cuneo,     
Yager and Fregara. DualStar will pay the premiums under these policies, and a   
portion of the payment will be treated as taxable income to the insured         
executive. Upon the death of any of the insureds, DualStar would be paid from   
the insurance proceeds an amount equal to the total premiums it paid under the  
policy, with the remaining proceeds to be paid to the deceased executive's      
designated beneficiary. To date, each of Messrs. Cuneo, Yager and Fregara has   
declined to have DualStar purchase such insurance.                              

   On June 1, 2000, DualStar entered into employment agreements with each of
Barry Halpern and Nicholas Ahel, President and Vice President, respectively, of 
High-Rise. Pursuant to Mr. Halpern's agreement, Mr. Halpern has agreed to serve 
as President of High-Rise at a current annual base salary of $260,000. Mr.      
Ahel's employment agreement contemplates that he will serve as Vice President of
High-Rise at a current annual base salary of $260,000. Each of Messrs. Halpern  
and Ahel is also entitled to an annual bonus equal to 10% of the net income     
before taxes of High-Rise, calculated on a consolidating basis in a manner      
consistent with past practices and in accordance with generally accepted        
accounting practices. The employment agreements also provide Messrs. Halpern and
Ahel with such other benefits, including medical, disability, pension and       
severance plans, as are made generally available to executive employees of      
DualStar from time to time, and a life insurance benefit in the amount of one   
times such executive's current annual base salary.                              

     Pursuant to the employment agreements for each of Messrs. Halpern and Ahel,
employment may be terminated by DualStar with Cause (as defined in the          
agreements) or by the executive with or without good reason (as defined in the  
agreements). Termination of employment by DualStar without Cause, or by the     
executive with good reason would entitle the executive to severance in the      
amount of executive's then annual base salary, plus a pro rata portion of the   
bonus that would be payable in the year of termination. Additionally, all       
unvested options to purchase DualStar common stock issued to the executive shall
vest immediately, and be exercisable for a period of 9 months following the date
of termination. Certain other benefits continue for a period of 6 months        
following the date of termination. In the event of a termination of employment  
by DualStar with Cause, the executive is entitled to receive all base salary    
through the date of termination. Options held by such executive that are vested 
on the date of termination remain exercisable for a period of 90 days from the  
date of termination. All unvested options lapse. In the event of a voluntary    
termination of employment by the executive, the executive is entitled to receive
her or his annual base salary through the date of termination and be eligible   
for a pro rata portion of any bonus. Options held by an executive who           
voluntarily terminates her or his employment that are vested remain exercisable 
for a period of 90 days from the date of termination. Upon a termination of     
employment as a result of an executive's death or disability, all vested options
remain exercisable for a period of 18 months following the date of termination. 

12

DEF 14A
17th Page of 28
TOC
1st
Previous
Next
Bottom
Just 17th

   In connection with Robert J. Birnbach's role as DualStar's Executive Vice
President, Chief Financial Officer and Secretary, DualStar and Mr. Birnbach     
entered into an employment agreement dated June 7, 2000, but effective as of    
June 1, 1999. Under the terms of the Birnbach employment agreement, Mr. Birnbach
has agreed to serve as Executive Vice President, Chief Financial Officer and    
Secretary of DualStar at a current base salary of $220,000. Mr. Birnbach's      
agreement contemplates that he is eligible for a bonus of up to 50% of his      
annual base salary upon the achievement by DualStar and Mr. Birnbach of         
performance targets agreed-upon by the board of directors and Mr. Birnbach. Mr. 
Birnbach's annual base salary and bonus percentage may be increased, but not    
decreased by DualStar's Board of Directors.                                     

    Mr. Birnbach's employment with DualStar may be terminated by DualStar with
Cause (as defined in the agreement) or by Mr. Birnbach with or without good     
reason (as defined in the agreement). Termination of employment by DualStar     
without cause, or by Mr. Birnbach with good reason would entitle Mr. Birnbach to
severance in the amount of two times Mr. Birnbach's annual base salary, plus    
other perquisites for the one-year period following the date of termination.    
Additionally, all unvested options to purchase Company common stock would vest  
immediately.                                                                    

     In connection with enhancing DualStar's communications business, OnTera has
entered into employment agreements with (1) Jill Thoerle, pursuant to which Ms. 
Thoerle has agreed to serve as President and Chief Executive Officer of OnTera  
at a current annual base salary of $250,000; (2) Peter Sach, pursuant to which  
he has agreed to serve as Executive Vice President and Chief Operating Officer  
of OnTera at a current annual base salary of $240,000; (3) Dennis Rosatelli,    
pursuant to which he has agreed to serve as Executive Vice President and Chief  
Financial Officer of OnTera at a current annual base salary of $240,000; (4)    
George Parise, pursuant to which he has agreed to serve as Executive Vice       
President--Corporate Development of OnTera at a current annual base salary of   
$200,000; (5) Vincent D'Onofrio, pursuant to which he has agreed to serve as    
Executive Vice President and Chief Technology Officer of OnTera at a current    
annual base salary of $200,000; (6) Mary E. Deal, pursuant to which she has     
agreed to serve as Executive Vice President and General Counsel of OnTera at a  
current annual base salary of $200,000; and (7) Bruce Forsyth, pursuant to which
he has agreed to serve as Executive Vice President and Chief Marketing Officer  
of OnTera at a current annual base salary of $200,000. In addition to annual    
base salaries, each of the OnTera executives is eligible for a bonus of up to   
(1) 50% of the annual base salary in the case of Ms. Thoerle and Mr. Sach and   
(2) 40% in the case of Ms. Deal and Messrs. Parise, D'Onofrio, Forsyth and      
Rosatelli, upon the achievement of specified performance targets. Annual base   
salaries and bonus percentages may be increased, but not decreased, by the      
OnTera board of directors.                                                      

    Pursuant to the OnTera employment agreements, employment may be terminated
by OnTera with Cause (as defined in the agreements) or by the executive with or 
without good reason (as defined in the agreements). Termination of employment by
OnTera without Cause, or by the executive with good reason would entitle the    
executive to severance in the amount of executive's then annual base salary,    
plus a pro rata portion of the bonus that would be payable in the year of       
termination. Additionally, all unvested options to purchase DualStar common     
stock issued to the executive shall vest immediately, and be exercisable for a  
period of 9 months following the date of termination. Certain other benefits    
continue for a period of 6 months following the date of termination (12 months  
in the case of Mr. Sach). In the event of a termination of employment by OnTera 
with Cause, the executive is entitled to receive all base salary through the    
date of termination. Options held by such executive that are vested on the date 
of termination remain exercisable for a period of 90 days from the date of      
termination. All unvested options lapse. In the event of a voluntary termination
of employment by the executive, the executive is entitled to receive her or his 
annual base salary through the date of termination and be eligible for a pro    
rata portion of any bonus. Options held by an executive who voluntarily         
terminates her or his employment that are vested remain exercisable for a period
of 90 days from the date of termination. Upon a termination of employment as a  
result of an executive's death or disability, all vested options remain         
exercisable for a period of 18 months following the date of termination.        

THE 1994 STOCK OPTION PLAN

   On October 17, 1994, the Board of Directors adopted, and the stockholders
subsequently approved and amended, the 1994 Stock Option pursuant to which      
officers, directors, employees and consultants of the Corporation and its       
affiliates are eligible to be granted stock option awards. Stockholders approved
the amendments to the 1994 Stock Option Plan at the 1998 Annual Meeting of      
Stockholders. On April 13, 2000, DualStar's Board of Directors approved an      
amendment to the 1994 Stock Option Plan providing that for all awards granted   
under the 1994 Stock Option Plan from                                           

13

DEF 14A
18th Page of 28
TOC
1st
Previous
Next
Bottom
Just 18th

and after April 13, 2000, the Compensation Committee shall determine the        
definition of "change of control" and the treatment of such awards upon a change
of control, in the Committee's sole and absolute discretion. This amendment does
not require stockholder approval. The 1994 Stock Option Plan is currently being 
administered by the Compensation Committee, which has the authority to grant    
awards, including stock options, stock appreciation rights, restricted stock, or
any combination of the foregoing, and to determine the terms and conditions of  
the awards.                                                                     

     Options under the 1994 Stock Option Plan generally shall be exercisable for
a term fixed by the Compensation and Governance Committee, not to exceed 10     
years from date of grant, unless any such options are terminated earlier        
pursuant to the terms of the 1994 Stock Option Plan. The total number of shares 
of DualStar common stock presently reserved for such stock option awards and    
available for distribution under the 1994 Stock Option Plan is 3,500,000. As of 
November 13, 2000, 5,906,475 options were outstanding under the 1994 Stock      
Option Plan, 2,406,475 of which are subject to stockholder approval of an       
amendment to the plan at the next meeting of DualStar stockholders. The         
outstanding options have exercise prices ranging from $0.75 to $10.25 per share.
No stock options were exercised by any executive officer during fiscal 2000.    

 401(K) PLAN

     DualStar maintains a retirement savings plan, effective as of January 1995,
in which eligible employees of DualStar may elect to participate. The plan is an
individual account plan providing for deferred compensation as described in     
Section 401(k) of the Internal Revenue Code and is subject to, and intended to  
comply with, the Employee Retirement Income Security Act of 1974. Each eligible 
employee is permitted to defer receipt of up to 15% of eligible compensation    
subject to the maximum statutory limits and nondiscrimination testing prescribed
by the Internal Revenue Code. DualStar may, at its discretion, match employee   
deferrals in cash or DualStar stock, or make discretionary profit sharing plan  
contributions in cash or DualStar stock, subject to current IRS limits and      
nondiscrimination testing. For the year ended June 30, 2000, DualStar made no   
contribution to the plan.                                                       

COMPENSATION AND GOVERNANCE COMMITTEE INTERLOCKS
 AND INSIDER PARTICIPATION

  No Compensation and Governance Committee interlock relationships existed
during the fiscal year ended June 30, 2000.                                     

 BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION

GENERAL                                                                         

The DualStar Board of Directors has delegated to the Compensation and 
Governance Committee, among other things, authority over all compensation and   
employee benefit matters, including executive and senior management compensation
matters. The committee seeks to balance the interests of the stockholders with  
DualStar's need to attract and retain effective members of management. As such, 
the governance and administration of executive and senior management            
compensation programs and development of compensation policy and philosophy fall
within the authority of the Compensation and Governance Committee. The          
Compensation and Governance Committee undertakes this role by reviewing and     
approving compensation issues for DualStar's executives and senior management.  
During the fiscal year ended June 30, 1999, the Compensation Committee (as it   
was then known) was comprised of Messrs. Abatemarco, Miller, Steele and Yager.  
On February 18, 2000, the Compensation Committee was combined with the Stock    
Award Committee and Nominating Committee and renamed the Compensation and       
Governance Committee. The current members of the Compensation and Nominating    
Committee are Messrs. Abbruzzese and Steele, none of whom is an employee of     
DualStar.                                                                       

COMPENSATION PHILOSOPHY                                                         

DualStar's compensation philosophy is designed to:                    

14

DEF 14A
19th Page of 28
TOC
1st
Previous
Next
Bottom
Just 19th

 o    Provide employees with fair, competitive and dynamic compensation.

  o    Enable DualStar to attract, retain and develop a highly-skilled and
motivated workforce.                                        

   o    Link compensation directly to the accomplishment of superior Company
          performance, creation of long-term stockholder value and attainment of
       specific strategic initiatives by emphasizing variable, rather than
fixed, compensation.                                        

o    Align stockholder and management interests.                      

DualStar uses a combination of base salary, short-term incentives and 
long-term incentives to achieve its compensation goals.                         

BASE SALARY                                                                     

 DualStar seeks to pay competitive salaries to its executives and senior
management. Individual base salary is determined by considering a variety of    
factors, including an individual's background, experience and current salary in 
relation to the market, and an individual's accomplishments while at DualStar.  

SHORT-TERM INCENTIVE                                                            

    DualStar provides the opportunity for significant financial incentives for
executives, senior management and other key employees to attain and exceed      
DualStar's financial and strategic objectives, as well as individual performance
objectives. Bonuses are the principal form of short-term incentive used by      
DualStar. Employment Agreements offered to executives contemplate that the      
executive is eligible for a bonus up to a prescribed percentage of the          
executive's base salary, with the actual amount of the bonus awarded on the     
basis of judgments made with respect to individual performance and Company      
objectives. Other members of senior management are awarded bonuses, the amount  
of which is also discretionary with the Compensation and Governance Committee.  

   DualStar awarded a bonus of $251,065 to each of Messrs. Halpern and Ahel,
and a bonus of $25,000 to each of Messrs. Fregara and Yager during the fiscal   
year ended June 30, 2000. The bonus of $251,065 to each of Messrs. Halpern and  
Ahel represented 10% of the net income before taxes of High-Rise, which         
percentage was the maximum percentage identified in each of the Employment      
Agreements for those executives. There were no other bonuses awarded to         
DualStar's executives for the fiscal year ended June 30, 2000.                  

     The employment agreements for Messrs. Cuneo, Fregara and Yager also provide
that DualStar will establish a performance incentive bonus plan which will      
provide each executive the opportunity to earn an annual bonus of up to 5% of   
the increase in DualStar's pretax income, if any, based upon the attainment of  
performance goals to be established by the Compensation and Governance          
Committee. Such an incentive bonus plan has not yet been adopted by the DualStar
board of directors.                                                             

LONG-TERM INCENTIVE                                                             

 The 1994 Stock Option Plan, as amended (the "1994 Plan") is the primary
vehicle for long-term incentives awarded by DualStar. The 1994 Plan allows for  
the granting of options with service requirements for vesting. Awards under the 
1994 Plan are meant to:                                                         

o    Tie compensation opportunities to company achievement.           

o    Balance annual results with DualStar's long-term performance.    

o    Strengthen the partnership between DualStar executives and other 
awardees and DualStar's stockholders.                       

15

DEF 14A
20th Page of 28
TOC
1st
Previous
Next
Bottom
Just 20th

   Long-term compensation targets vary by the level of an awardee's position
with DualStar. Targets are reviewed periodically. Service-based options are also
used for employment, promotion and retention situations and are determined in   
the same manner described above.                                                

CHIEF EXECUTIVE OFFICER COMPENSATION                                            

   DualStar and Gregory Cuneo entered into an employment agreement effective
August 1994. Under the employment agreement, Mr. Cuneo's base salary may be     
increased to reflect annual cost of living increases and may be supplemented by 
discretionary merit and performance increases as determined by the Compensation 
and Governance Committee.                                                       

   Effective as of July 1, 1999, the board of directors and the Compensation
Committee increased Mr. Cuneo's salary from $150,000 to $275,000, with a        
guaranteed minimum bonus of $25,000, up to a maximum of $100,000, based on      
certain performance objectives that are to be determined by the board and the   
Compensation and Governance Committee. The board believed that the increase in  
Mr. Cuneo's base salary was appropriate in light of his contributions to the    
development, growth and success of DualStar. Stock options to purchase 200,000  
shares of DualStar's common stock were granted to Mr. Cuneo during the fiscal   
year ended June 30, 2000. The options, which were granted under the 1994 Plan on
August 12, 1999, have a strike price of $4.00 per share.                        

BENEFITS                                                                        

     DualStar offers benefits to its key executives, serving a different purpose
that do the above elements of compensation. In general, the benefits provide the
executive with a level of security against financial misfortune which may result
from illness, disability or death. The benefits are principally those that are  
offered to the DualStar employee population with certain variations, and        
generally promote tax efficiency and replacement of benefit opportunities       
afforded other employees, but which are lost to executives due to regulatory    
limits.                                                                         

The agreements also provide that DualStar will establish a performance
incentive bonus plan which will provide each executive the opportunity to earn  
an annual bonus based upon the attainment of performance goals. Some of the     
incentive bonus plans have not yet been adopted by the board of directors.      

                                       Gregory Cuneo
                                             Jared E. Abbruzzese
                                           Raymond L. Steele

16

DEF 14A
21st Page of 28
TOC
1st
Previous
Next
Bottom
Just 21st

 PERFORMANCE GRAPH

The line graph set forth below provides a comparison of DualStar's    
cumulative total stockholder return on its common stock with the Russell 2000   
Index and with the Nasdaq Non-Financial Index. Such stockholder return is the   
sum of any dividends paid and the change in the market price of stock.          

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*       
AMONG DUALSTAR TECHNOLOGIES CORPORATION,      
THE RUSSELL 2000 INDEX, AND THE NASDAQ NON-FINANCIAL INDEX

[graphic omitted] 

                                                        [Enlarge/Download Table]


DUALSTAR TECHNOLOGIES                                                                                          
                                                         Cumulative Total Return                               
                                   ----------------------------------------------------------------------------
                                      6/95         6/96          6/97         6/98         6/99          6/00  
                                                                                                               
DUALSTAR TECHNOLOGIES CORPORATION    100.00        25.46          3.64        16.36       116.37        414.56 
RUSSELL 2000                         100.00       123.89        144.12       167.90       170.42        175.62 
NASDAQ NON-FINANCIAL                 100.00       126.96        149.16       194.68       288.28        445.58 

*$100 INVESTED ON 6/30/95 IN STOCK OR INDEX-                                    
INCLUDING REINVESTMENT OF DIVIDENDS.                                            
FISCAL YEAR ENDING JUNE 30.                                                     

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    TechOne Capital Group LLC ("TechOne"), a private consulting and investment
firm of which Jared E. Abbruzzese, Chairman of DualStar, is a principal, has    
provided consulting services to DualStar since August 12, 1999, pursuant to     
letter agreements dated August 12, 1999 and March 24, 2000. Currently, DualStar 
is a party to a consulting agreement dated June 1, 2000 with TechOne. The       
consulting fee payable under the consulting agreement is $30,000 per month, plus
reimbursement of expenses. The consulting agreement provides, among other       
things, that other than termination as a result of a material breach by TechOne,
DualStar may terminate this consulting agreement only by giving written notice  
to TechOne of DualStar's intention to terminate this consulting agreement       
accompanied by payment of (1) all unpaid amounts due hereunder from DualStar to 
TechOne for the consulting services rendered through the date of termination,   
plus all reimbursable amounts for which TechOne has delivered to DualStar an    
invoice on or before the termination date, (2) $25,000, which will be used by   
TechOne for reimbursable expenses incurred prior to the termination date and not
yet invoiced, and (3) an amount equal to the product of $30,000 times the       
greater of (A) the number of months remaining in the 3-year term thereof, and   
(B) 24. For the year ended June 30, 2000, DualStar's consulting expense in      
connection with the agreement was $180,000.                                     

   Subject to stockholder approval and other conditions, Class D Warrants to
purchase 750,000 shares of DualStar common stock were granted to TechOne on     
April 13, 2000. The Class D Warrants are exercisable for $4.063 per share and   
vest and become fully exercisable when the 30-day average closing price of      
DualStar common stock has been at or above $14.00, and a material third party   
acquisition or merger, material equity investment in DualStar or joint venture  
or other material third party transaction having a substantially similar        
economic effect as the foregoing has been effected                              

17

DEF 14A
22nd Page of 28
TOC
1st
Previous
Next
Bottom
Just 22nd

(excluding, in each instance, the transactions contemplated by the Blackacre    
Securities Purchase Agreement). Additionally, regardless of the vesting         
requirement described above, the Class D Warrants vest and become fully         
exercisable upon a change of control regardless of the satisfaction of the      
vesting requirements set forth above (excluding the transactions contemplated by
the Blackacre Securities Purchase Agreement). The Class D Warrants will expire  
on the seventh anniversary of issuance. In connection with consummation of the  
November 8, 2000 financing transaction with Madeleine L.L.C. to ensure that     
DualStar had a sufficient number of authorized but unissued shares of DualStar  
common stock for issuance to DSTR Warrant Co., LLC (an affiliate of Madeleine   
L.L.C. that received, at the direction of Madeleine L.L.C., warrants to purchase
DualStar common stock in connection with the Madeleine L.L.C. financing         
transaction), upon the exercise of the warrants issued to DSTR Warrant Co., LLC,
Mr. Abbruzzese informed the DualStar board of directors that TechOne irrevocably
surrendered Class D Warrants to purchase 375,000 shares of DualStar common      
stock.                                                                          

     DualStar is a party to a consulting agreement dated June 1, 2000 with Hades
Advisors LLC ("Hades"), an affiliate of Technology Investors Group, Inc.        
("TIG"). The consulting fee payable under the consulting agreement is $20,000   
per month, plus reimbursement of expenses. The consulting agreement provides    
that other than termination as a result of a material breach by Hades, DualStar 
may terminate this consulting agreement only by giving written notice to Hades  
of DualStar's intention to terminate this consulting agreement accompanied by   
payment of (1) all unpaid amounts due hereunder from DualStar to Hades for the  
consulting services rendered through the date of termination, plus all          
reimbursable amounts for which Hades has delivered to DualStar an invoice on or 
before the termination date, (2) $25,000, which will be used by Hades for       
reimbursable expenses incurred prior to the termination date and not yet        
invoiced, and (3) an amount equal to the product of $20,000 times the greater of
(A) the number of months remaining in the 3-year term thereof, and (B) 24. For  
the year ended June 30, 2000, consulting expense in connection with the         
agreement was $20,000.                                                          

   Subject to stockholder approval and other conditions, Class D Warrants to
purchase 625,000 shares of DualStar common stock were granted and issued to TIG 
on April 13, 2000, on the same terms and conditions described above.            

On October 26, 1999, CMA borrowed $1 million from TIG. The loan was   
evidenced by a promissory note made by CMA in favor of TIG, providing for       
interest at a per annum rate of 10% and a maturity date of December 15, 1999.   
The loan was guaranteed by DualStar and collateralized by certain of DualStar's 
assets. The promissory note was paid in full in December 1999 from the proceeds 
of a promissory note.                                                           

     For the fiscal year ended June 30, 2000, approximately 17% or $14.2 million
of the DualStar's discontinued operations total revenues derived from HRH       
Construction Corp. in which Mr. Gregory Cuneo, President and Chief Executive    
Officer of DualStar, is President and Chief Executive Officer.                  

    In addition, Mr. Cuneo is Chairman of Starrett Corporation, which owns HRH
Construction Corp., and Robert Birnbach, Executive Vice President and Chief     
Financial Officer of DualStar, was President and Chief Executive Officer of     
Starrett Corporation from January 2000 until November 2000. Since Messrs. Cuneo 
and Birnbach became officers of HRH Construction Corp. and/or Starrett          
Corporation, DualStar has not been awarded new contracts from HRH Construction  
Corp.                                                                           

  CMA leases shop space at 141 47th Avenue, Brooklyn, New York 11235, on a
month-to-month basis, from FIS Management, Inc. in which certain officers of CMA
and DualStar own a majority interest. No written lease agreement is signed. For 
the fiscal year ended June 30, 2000, DualStar paid $34,000 in rental payments to
FIS Management, Inc. for this space.                                            

    At June 30, 2000, DualStar had loans to Messrs. D'Onofrio and Cuneo in the
amounts of $171,000 and $60,000.                                                

o    The $171,000 loan to Vincent D'Onofrio was due on demand, with an unstated 
     interest rate. In September 2000, the loan amount was reduced by $75,000 to
offset bonuses earned by Mr. D'Onofrio in the prior periods and a     
    promissory note was signed by Mr. D'Onofrio for the remaining loan balance
of $96,000. The note bears                                            

18

DEF 14A
23rd Page of 28
TOC
1st
Previous
Next
Bottom
Just 23rd

  interest rate of 7.75% per annum and is in August 2003. In addition, Mr.
D'Onofrio pledged all stock options granted to him by DualStar as the 
collateral and security for repayment of the note.                    

o    The $60,000 loan to Mr. Cuneo is due on demand, with an unstated interest  
rate.                                                                 

DEADLINE FOR STOCKHOLDER PROPOSALS

  If you wish to bring any matter before the Annual Meeting for the Fiscal
Year Ending June 30, 2001, you must notify DualStar's Secretary in writing a    
reasonable time before the mailing of the proxy materials for the current year. 

   If you do not provide the proper notice by such date, the Chairman of the
meeting may exclude the matter, and it will not be acted upon at the meeting. If
the Chairman does not exclude the matter, the proxies may vote in the manner    
they believe appropriate, as the SEC's rules allow.                             

   For a stockholder proposal to be considered for possible inclusion in the
proxy statement and form of proxy for the Annual Meeting for Fiscal Year Ending 
June 30, 2001, the proposal must be received by DualStar's Secretary a          
reasonable time before DualStar begins to print and mail its proxy materials. A 
nomination or proposal that does not supply adequate information about the      
nominee or proposal will be disregarded.                                        

 ANNUAL REPORT TO THE SEC ON FORM 10-K

     STOCKHOLDERS MAY OBTAIN, WITHOUT CHARGE, A COPY OF DUALSTAR'S ANNUAL REPORT
ON FORM 10-K, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BY WRITING TO  
DUALSTAR TECHNOLOGIES CORPORATION, ONE PARK AVENUE, NEW YORK, NEW YORK 10016,   
ATTN: INVESTOR RELATIONS, OR BY VISITING THE SEC'S WEB SITE                     
(HTTP://WWW.SEC.GOV). COPIES OF EXHIBITS TO SUCH ANNUAL REPORT MAY BE OBTAINED  
UPON PAYMENT OF THE COST TO DUALSTAR OF COPYING AND MAILING SUCH EXHIBITS.      

WHERE YOU CAN FIND MORE INFORMATION                                             

    DualStar files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information filed by DualStar at the SEC's public reference room at 450   
Fifth Street, N.W., Washington, D.C. 20549, or at the SEC's public reference    
rooms in New York, New York and Chicago, Illinois. Please call the SEC at       
1-800-SEC-0330 for further information on the public reference rooms. The       
filings of DualStar with the SEC are also available to the public from          
commercial document retrieval services and at the web site maintained by the SEC
at http://www.sec.gov.                                                          

     The SEC allows DualStar to "incorporate by reference" information into this
document, which means that they can disclose important information to you by    
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this document, except for any 
information superseded by information in this document. This document           
incorporates by reference the documents set forth below that DualStar has       
previously filed with the SEC. These documents contain important information    
about DualStar and their finances.                                              

SECURITIES AND EXCHANGE COMMISSION                                              
FILINGS (FILE NO. 0-2552)                       PERIOD                
----------------------------------     ----------------------------------       
Annual Report on Form 10-K             Year Ended June 30, 2000.        
Quarterly Reports on Form 10-Q       Quarters Ended September 30, 1999,     
                                December 31, 1999,
                                March 31, 2000 and
                                September 30, 2000

  DualStar is also incorporating by reference additional documents it will
file with the SEC between the date of this document and the date of the annual  
meeting.                                                                        

19

DEF 14A
24th Page of 28
TOC
1st
Previous
Next
Bottom
Just 24th

If you would like to request documents incorporated by reference from 
DualStar, please do so by December 31, 2000 to receive them before the annual   
meeting. Exhibits to the documents will not be sent unless these exhibits have  
been specifically incorporated by reference as exhibits in this document.       

You should rely only on the information contained or incorporated by  
reference in this document to vote on the proposals. We have not authorized     
anyone to give any information other than what is in this document, and, if     
given or made, you must not rely on information as having been authorized by    
DualStar. The delivery of this document will not create an implication that     
there has been no change in the affairs of DualStar since the date of this      
document or that the information in this document is correct as of any time     
subsequent to the date of this document.                                        

OTHER MATTERS                                                                   

  The board of directors does not know of any matters to be brought before
the meeting other than those referred to in the notice hereof. If any other     
matters requiring a vote of the stockholders are properly brought before the    
meeting, it is the intention of the persons named in the form of proxy to vote  
such proxy in their discretion in accordance with their best judgment on such   
matters.                                                                        

                                           By Order of the Board of Directors,

                              /s/ Robert J. Birnbach

                          Robert J. Birnbach
                 Secretary

December 11, 2000                                                               

   WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE FILL IN, SIGN AND
DATE THE PROXY SUBMITTED HEREWITH AND RETURN IT IN THE ENCLOSED STAMPED         
ENVELOPE. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE SUCH    
PROXY OR TO VOTE IN PERSON SHOULD YOU LATER DECIDE TO ATTEND THE MEETING. THE   
ENCLOSED PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.                    

20

DEF 14A
25th Page of 28
TOC
1st
Previous
Next
Bottom
Just 25th

                                                                      APPENDIX A

 DUALSTAR TECHNOLOGIES CORPORATION
 AUDIT COMMITTEE CHARTER

ORGANIZATION                                                          

There shall be a committee of the board of directors of DualStar      
Technologies Corporation (the "Corporation") to be known as the Audit Committee.
The Audit Committee shall be composed of directors who are independent of the   
management of the Corporation and are free of any relationship that, in the     
opinion of the board of directors, would interfere with their exercise of       
independent judgment as a committee member.                                     

STATEMENT OF POLICY                                                   

     The audit committee shall provide assistance to the Corporation's directors
in fulfilling their responsibilities to the stockholders, potential             
stockholders, and investment community relating to corporate accounting,        
reporting practices of the Corporation, and the quality and integrity of the    
financial reports of the Corporation. In so doing, it is the responsibility of  
the Audit Committee to maintain free and open means of communication between the
directors, the independent auditors, the internal auditors, and the financial   
management of the Corporation.                                                  

RESPONSIBILITIES                                                      

In carrying out its responsibilities, the Audit Committee believes its
policies and procedures should remain flexible, in order to best react to       
changing conditions and to ensure to the Corporation's directors and            
stockholders that the corporate accounting and reporting practices of the       
Corporation are in accordance with all requirements and are of the highest      
quality.                                                                        

In carrying out these responsibilities, the Audit Committee will:     

o    Review and recommend to the Corporation's directors the independent        
auditors to be selected to audit the financial statements of the      
Corporation and its divisions and subsidiaries.                       

o    Meet with the independent auditors and financial management of the         
    Corporation to review the scope of the proposed audit for the current year
and the audit procedures to be utilized, and at the conclusion thereof
review such audit, including any comments or recommendations of the   
independent auditors.                                                 

o    Review with the independent auditors, the Corporation's internal auditor,  
   and financial and accounting personnel, the adequacy and effectiveness of
  the accounting and financial controls of the Corporation, and elicit any
    recommendations for the improvement of such internal control procedures or
particular areas where new or more detailed controls or procedures are
desirable. Particular emphasis should be given to the adequacy of such
    internal controls to expose any payments, transactions, or procedures that
     might be deemed illegal or otherwise improper. Further, the Audit Committee
     periodically should review Corporation policy statements to determine their
adherence to the code of conduct.                                     

o    Review the internal audit function of the Corporation including the        
     independence and authority of its reporting obligations, the proposed audit
plans for the coming year, and the coordination of such plans with the
independent auditors.                                                 

o    Receive prior to each meeting, a summary of findings from completed        
    internal audits and a progress report on the proposed internal audit plan,
with explanations for any deviations from the original plan.          

o    Review the financial statements contained in the annual report to          
     stockholders with management and the independent auditors to determine that
   the independent auditors are satisfied with the disclosure and content of

1 

DEF 14A
26th Page of 28
TOC
1st
Previous
Next
Bottom
Just 26th

   the financial statements to be presented to the stockholders. Any changes
in accounting principles should be reviewed.                          

o    Provide sufficient opportunity for the internal and independent auditors to
    meet with the members of the Audit Committee without members of management
present. Among the items to be discussed in these meetings are the    
independent auditors' evaluation of the Corporation's financial,      
accounting, and auditing personnel, and the cooperation that the      
independent auditors received during the course of the audit.         

o    Review accounting and financial human resources and succession planning    
within the Corporation.                                               

o    Submit the minutes of all meetings of the Audit Committee to, or discuss   
 the matters discussed at each committee meeting with, the Corporation's
Board of Directors.                                                   

o    Investigate any matter brought to its attention within the scope of its    
  duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.                                    

o    Review and assess the adequacy of the charter on an annual basis.          

2 

DEF 14A
27th Page of 28
TOC
1st
Previous
Next
Bottom
Just 27th

                                                              FORM OF PROXY CARD

 DUALSTAR TECHNOLOGIES CORPORATION
 PROXY FOR
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 12, 2001

This proxy is solicited on behalf of the board of directors. The      
undersigned stockholder of DualStar Technologies Corporation, a Delaware        
corporation ("DualStar"), hereby appoints Gregory Cuneo and Robert J. Birnbach  
or either of them, as proxies, each with power to act without the other and with
full power of substitution, for the undersigned to vote the number of shares of 
common stock of DualStar that the undersigned would be entitled to vote if      
personally present at the Annual Meeting of Stockholders of DualStar to be held 
on Friday, January 12, 2001, at 10:00 a.m. local time, at The Midtown Executive 
& Chemists' Club, 40 West 45th Street, New York, New York 10036, and at any     
adjournment or postponement thereof, on the following matters that are more     
particularly described in the proxy statement dated December 11, 2000:          

  This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will 
be voted "for" Proposals 1 and 2. Receipt of the proxy statement dated December 
11, 2000, is hereby acknowledged.                                               

You are encouraged to specify your choices by marking the appropriate 
boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in 
accordance with the board of directors' recommendation. The proxies cannot vote 
your shares unless you sign and return this card.                               

1.   Proposal to elect directors of DualStar, each to serve until     
 DualStar's next annual meeting of stockholders or until their
respective successors have been duly elected and qualified. 

 [ ]  FOR ALL NOMINEES LISTED BELOW      [ ]  WITHHOLD AUTHORITY FOR ALL
                                         NOMINEES LISTED BELOW

  Jared E. Abbruzzese, Gregory Cuneo and Raymond L. Steele, to hold office
until the next annual meeting or until their respective successors have been    
duly elected and qualified.                                                     

   INSTRUCTIONS: To withhold authority to vote for any individual nominee or
nominees, write appropriate name or names in the space provided here.           

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

2.   Proposal to ratify the appointment of Grant Thornton LLP as      
         independent auditors for DualStar for the fiscal year ending June 30,
2001;                                                       

[ ]    FOR       [ ]    AGAINST     [ ]   ABSTAIN           

   3.   To consider and take action upon any other matter which may properly
       come before the meeting or any adjournment or postponement thereof.

[ ]    FOR       [ ]    AGAINST     [ ]   ABSTAIN           

DEF 14A
Last Page of 28
TOC
1st
Previous
Next
Bottom
Just 28th

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

                     ---------------------------------------------------------
                 Signature of Stockholder(s)

                     Please sign your name exactly as it appears hereon. Joint
                      owners must each sign. When signing as attorney, executor,
                     administrator, trustee or guardian, please give your full
title as it appears thereon.        

                  Date:                                            , 200
                         -------------------------------------------     -

 PLEASE MARK, SIGN, DATE AND RETURN USING THE ENCLOSED ENVELOPE.

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This DEF 14A Filing		Date		First		Last			Other Filings
		10/17/94		17
		6/30/98		14					10-K
		11/25/98		8					8-K, DEFA14A
		6/1/99		17
		6/30/99		14		18			10-K
		7/1/99		12		20
		8/12/99		14		21
		9/30/99		23					10-Q
		10/26/99		22					DEF 14A
		12/15/99		22
		12/31/99		14		23			10-Q
		2/17/00		12
		2/18/00		11		18
		3/24/00		21
		3/31/00		23					10-Q/A, 10-Q
		4/10/00		12
		4/13/00		17		22
		6/1/00		16		22
		6/7/00		17
		6/30/00		11		23			10-K/A, 10-K
		9/27/00		12
		9/30/00		23					10-Q
		11/8/00		10		22			3
		11/13/00		2		18
		11/21/00		10					SC 13D, 3
		12/1/00		10		11
Filed On / Filed As Of / For The Period Ended		12/11/00		2		27
		12/12/00		4
		12/31/00		14		24			10-Q, 4
		1/12/01		2		27
		6/30/01		2		27			10-K, 10-K/A
		12/31/01		14		15			10-Q
		12/31/02		14		15			10-Q
		12/31/03		14		15			10-Q
Top									List All Filings