Distinctive Devices Inc – ‘PRER14A’ on 11/14/01

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

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Amendment to Preliminary Proxy Statement              21     85K 

Document Table of Contents

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SCHEDULE 14A INFORMATION

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

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

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

 FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

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

Check the appropriate box:                                                      

[X]  Preliminary Proxy Statement                                                
[ ]  Confidential, for use of the Commission Only (as permitted by              
Rule 14a-6(e)(2))                                                     
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Materials Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12       

 DISTINCTIVE DEVICES, INC.
 -------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   
     1)   Title of each class of securities to which transaction applies: ______

   2)   Aggregate number of securities to which transaction applies: _______

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

  4)   Proposed maximum aggregate value of transaction: __________________

5)   Total fee paid: _______________________________                  

[ ]  Fee paid previously with preliminary materials.                            

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

1)   Amount Previously Paid: _____________________________________    

2)   Form, Schedule or Registration Statement No: ________________    

3)   Filing Party: _______________________________________________    

4)   Date Filed: _________________________________________________    

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                                                                         AMENDED
                                                                     PRELIMINARY
                                                                          COPIES

 DISTINCTIVE DEVICES, INC.

 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

________, 2001

To the Shareholders of DISTINCTIVE DEVICES, INC.                                

  A Special Meeting of Shareholders (the "Special Meeting") of Distinctive
Devices, Inc., a New York corporation (the "Company"), will be held on _______, 
2001 at the offices of Thelen Reid & Priest LLP, 40 West 57th Street, New York, 
New York, for the following purposes:                                           

1.   To elect Sanjay Mody, Earl M. Anderson, Jr., Walter E. Freeman,  
Shrikant C. Mehta and William E. Walles as Directors.       

  2.   To approve an increase in the number of authorized shares of Common
        Stock to 50,000,000 shares and to change the par value to $0.001 per
       share, and to increase the number of authorized shares of Preferred
      Stock to 2,500,000 shares and to change the par value to $0.01 per
share.                                                      

3.   To ratify the adoption of the 2001 Stock Option Plan.            

  4.   To authorize the Board of Directors to effect a reverse stock split
     (falling within a range of one-for-three and one-for-four) of the
outstanding Common Stock.                                   

5.   To approve an amendment to the Certificate of Incorporation to   
eliminate certain liabilities of directors to the Company.  

6.   To transact such other business as may properly come before the  
Special Meeting and any adjournment or adjournments thereof.

  Only shareholders of record at the close of business on __________, 2001
are entitled to notice of and to vote at the Special Meeting and any adjournment
or adjournments thereof.                                                        

                                   By Order of the Board of Directors,

                     Earl M. Anderson, Jr.
         Secretary

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___________, 2001                                                               

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, BUT WISH THEIR  
STOCK TO BE VOTED ON MATTERS TO BE PRESENTED TO THE MEETING, ARE URGED TO REVIEW
THE ATTACHED PROXY STATEMENT PROMPTLY AND THEN COMPLETE AND RETURN THE ENCLOSED 
PROXY IN THE ACCOMPANYING POSTAGE-PAID, ADDRESSED ENVELOPE. IF YOU ATTEND THE   
MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES PERSONALLY.           

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                                                                         AMENDED
                                                                     PRELIMINARY
                                                                          COPIES

 DISTINCTIVE DEVICES, INC.
 ONE BRIDGE PLAZA, SUITE 100
FORT LEE, NJ 07024

----------

 PROXY STATEMENT

----------

INTRODUCTION

This Proxy Statement is furnished with respect to the solicitation of 
proxies by the Board of Directors of Distinctive Devices, Inc., a New York      
corporation (the "Company"), for the Special Meeting of Shareholders (the       
"Special Meeting") of the Company to be held at ____ a.m. on ___________, 2001  
and at any adjournment or adjournments thereof, at the offices of Thelen Reid & 
Priest LLP, 40 West 57th Street, New York, New York.                            

 The approximate date on which the Proxy Statement and form of proxy are
intended to be sent or given to shareholders is ________, 2001.                 

The expense of the solicitation of proxies for the Special Meeting,   
including the cost of mailing, will be borne by the Company. In addition to     
mailing copies of the enclosed proxy materials to shareholders, the Company may 
request persons, and reimburse them for their expenses with respect thereto, who
hold stock in their names or custody or in the names of nominees for others to  
forward copies of such materials to those persons for whom they hold the Common 
Stock of the Company and to request authority for the execution of the proxies. 
In addition to the solicitation of proxies by mail, it is expected that some of 
the officers, directors and regular employees of the Company, without additional
compensation, may solicit proxies on behalf of the Board of Directors by        
telephone, telefax and personal interview.                                      

 VOTING SECURITIES, VOTING AND PROXIES

RECORD DATE                                                                     

  As of the close of business on ______________, 2001 (the "Record Date"),
the date for determining the shareholders of record entitled to notice of and to
vote at the Special Meeting and any adjournment or adjournments thereof, there  
were ______________ issued and outstanding shares of the Company's common stock,
$.05 par value (the "Common Stock"). The holders of the Common Stock are        
entitled to one vote per share on all matters to be voted on at the Special     
Meeting. The presence at the Special Meeting of a majority of such shares, in   
person or by proxy, are required for a quorum. Any shareholder who submits a    
proxy, even though the shareholder abstains as to one or more proposals, or who 
is present in person, shall be counted for the purpose of determining if a      
quorum is present.                                                              

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VOTING                                                                          

Under New York law, (i) a plurality of the votes cast at the Special  
Meeting is necessary to elect directors, (ii) the affirmative vote of a majority
of the votes cast is required to ratify the adoption of the 2001 Stock Option   
Plan (the "2001 Option Plan"), and (iii) the affirmative vote of the holders of 
at least a majority of the outstanding shares is required for the change in the 
Common Stock and the Preferred Stock, the approval of the proposed reverse stock
split (the "Reverse Split") and the change in the liability of directors, each  
being a separate amendment to the Company's Certificate of Incorporation (the   
"Charter Amendments"). Broker "non-votes" and the shares as to which a          
shareholder abstains from voting are included for the purposes of determining   
whether a quorum of shares is present at the Special Meeting. A broker          
"non-vote" occurs when a nominee holding shares for a beneficial owner does not 
have discretionary voting power with respect to that item and has not received  
voting instructions from the beneficial owner. A broker "non-vote" will have the
effect of an AGAINST vote on Charter Amendments.                                

 At the Special Meeting ballots will be distributed with respect to each
proposal to be voted upon to each shareholder (or the shareholder's proxy if not
the management proxy holders) who is present and did not deliver a proxy to the 
management proxy holders or another person. The ballots shall then be tallied,  
one vote for each share owned of record, the votes being in three categories:   
FOR, AGAINST or ABSTAIN, except in the case of the proposal to elect directors, 
the three categories will be, with respect to each director to be elected, FOR  
the director nominee, WITHHOLD AUTHORITY from voting FOR the director nominee or
FOR another person to be elected as a director.                                 

PROXIES                                                                         

    The form of proxy solicited by the Board of Directors affords shareholders
the ability to specify a choice among approval of, disapproval of, or abstention
with respect to, each matter to be acted upon at the Special Meeting. Shares    
represented by the proxy will be voted and, where the solicited shareholder     
indicates a choice with respect to any matter to be acted upon, the shares will 
be voted as specified. If no choice is given, a properly executed proxy will be 
voted for the election of the nominated directors, for the ratification of the  
2001 Option Plan, for each of the Charter Amendments, and as to any other       
matters that may properly come before the Special Meeting, at the discretion of 
the persons designated as proxies.                                              

Shareholders who execute proxies retain the right to revoke them by   
notifying the Company at any time before they are voted. Such revocation may be 
effected by execution of a subsequently dated proxy, or by a written notice of  
revocation, sent to the attention of the Secretary at the address of the        
Company's principal office set forth above in the introductory paragraph to this
Proxy Statement or delivered to him at the Special Meeting. Unless so revoked,  
the shares represented by proxies, if received in time, will be voted in        
accordance with the directions given therein.                                   

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 SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth information regarding the beneficial   
ownership of the Company's Common Stock as of the Record Date by (i) persons    
known to the Company to beneficially own more than 5% of the outstanding Common 
Stock, (ii) by each director and nominee and (iii) by all directors and officers
as a group:                                                                     

              Amount and
             Nature of
Name and Address of                       Beneficial             Percent of     
Beneficial Owner(1)                       Ownership(2)           Class          
-------------------                       ------------           -----------    

Sanjay Mody (3)                           _________ shares        ____%         

Nina Mody (4)                                                                   
35 Harvard Street                                                               
Cloister, NJ 07624                        _________ shares        ____%         

EagleView Technologies, Inc. (5)          _________ shares        ____%         
5030 Champion Blvd-PMB 271                                                      
Boca Raton, FL  33496                                                           

EagleView Properties, Inc. (5)                                                  
5030 Champion Blvd-PMB 271                                                      
Boca Raton, FL  33496                     _________ shares        ____%         

Michael Paolini (5)                       _________ shares        ____%         
5030 Champion Blvd-PMB 271                                                      
Boca Raton, FL  33496                                                           

Earl M. Anderson, Jr.                     _________ shares        ____%         

Walter E. Freeman                         _________ shares        ____%         

Shrikant C. Mehta                         _________ shares        ____%         

William E. Walles                         _________ shares        ____%         

James W. Wolff                            _________ shares        ____%         

Directors and Officers                    _________ shares        ____%         
as a group (___ persons)                                                        

------------------------                                                        
(1)  Unless otherwise provided, the address is c/o Distinctive Devices, Inc.,   
One Bridge Plaza, Fort Lee, New Jersey 07024.                         

(2)  Unless otherwise noted, all persons named in the tables have sole voting   
and investment power with respect to all shares owned by them.        

(3)  Includes ____ shares underlying a proxy granted to Mr. Mody from           
    Technologies. Does not include (i) shares owned by his wife, Nina Mody, as
to which shares he disclaims any beneficial ownership or (ii) 750,000 

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   shares underlying a stock option granted under the 2001 Option Plan which
Plan is subject to shareholder approval; see Proposal 3.              

(4)  Does not include shares owned by her husband, as to which shares she       
disclaims any beneficial ownership.                                   

(5)  EagleView Properties, Inc. ("Properties"), a Florida corporation, owns     
 _____% of the outstanding common stock of Eagle View Technologies, Inc.
("Technologies"). Michael Paolini owns 68% of Properties' outstanding 
shares and his wife, Kimberly Paolini, owns 32%. He is a director and 
 President of Properties and Technologies. Mr. Paolini, by reason of his
   ability to control the voting of the Company shares held by Technologies,
may be deemed to be the beneficial owner of the Company shares held by
 Technologies. Mr. Paolini disclaims beneficial ownership of Properties'
shares owned by his wife. Further, they each disclaim ownership of the
    Common Stock of the Company deemed to be beneficially owned by Properties.

PROPOSAL 1

 ELECTION OF DIRECTORS

INFORMATION ABOUT NOMINEES                                                      

Five directors will be elected at the Special Meeting. The Company    
currently has six directors, five of whom are management nominees. James W.     
Wolff, a current director, is not standing for election. As of the Special      
Meeting the number of directors will be decreased to five persons. Each nominee 
is a member of the current Board of Directors.                                  

   The enclosed proxy, unless otherwise specified, will be voted to elect as
directors the nominees named below. Each director elected at the Special Meeting
will serve until the next Annual Meeting of Shareholders and until his successor
is duly elected and qualified. All nominees have consented to serve as          
directors. If a nominee should not be available for election as contemplated,   
the management proxy holders will vote for a substitute designated by the       
current Board of Directors.                                                     

    The following table sets forth certain information, as of the Record Date,
concerning the nominees for election as directors of the Company. For           
information as to the shares of the Common Stock held by each nominee, see the  
section "Security Ownership of Certain Beneficial Holders and Management"       
elsewhere in this Proxy Statement.                                              

               Age as of       Director    Other Position(s)
Nominee                  Record Date     Since       With Company               
-------                  -----------     ------      ------------               

Sanjay Mody              43              2000        Chief Executive Officer,   
                                                    President, Chief Financial
                                               Officer and Treasurer

Earl M. Anderson, Jr.    76              1982        Secretary                  

Walter E. Freeman        76              1983                                   

Shrikant C. Mehta        57              2001                                   

William E. Walles        40              2001                                   

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    Mr. Mody became CEO and CFO of the Company on May 15, 2001, and has been a
director since March 2000. Since March 2000, he has been an active investor in  
several technology companies and headed Webpulse Consulting, Inc., until October
2001, when the Company acquired Webpulse; see "Related Transactions" below.     
Prior thereto, he served for four years as Vice President of Laidlaw Global     
Securities in New York City. He also serves as a director of Caprius, Inc.      
(OTCBB), a manufacturer of diagnostic test kits.                                

    Mr. Anderson has been an independent management consultant for the past 35
years. He served as the Company's President from 1978 to 1999 and since 1999 he 
has been Secretary. He is also a director of Sunair Electronics, Inc., a        
manufacturer and provider of high frequency radio communications systems. He    
holds B.S. and J.D. Degrees from Northwestern University and is a retired member
of the Illinois Bar.                                                            

Mr. Freeman served as Vice President of the International Bank of     
Washington until 1993. During a 30-year tenure, he was President of Bank        
subsidiaries engaged in consumer credit, property and casualty insurance and    
industrial lending and investments. More recently, he has served as a consultant
to the Bank, to commercial banks and financial services companies. He holds a   
Bachelors Degree from the American Institute of Business.                       

     Mr. Mehta is the founder and has been CEO of Combine International, Inc., a
manufacturer and distributor of fine jewelry, since 1974, and Internet          
Operations Center, Inc., a provider of web hosting and Internet professional    
services, since 1997. He has also founded other companies, including            
Inknowvator, Inc., I*Logic, Inc., POM Group, Inc. and Lenderlive.com. He serves 
as a director of these, and other, corporations. He also serves as a director of
Caprius, Inc. He holds Bachelor and Master Degrees in Electronics from Case     
Institute of Technology and Wayne State University, respectively.               

     Mr. Walles founded VIEWige in 2001, which is a general contractor providing
services to large corporations seeking to fulfill their Internet objectives.    
From 1999 to 2001, he served as President of Internet Operations Center, Inc.   
and, from 1995 to 1998, he served in advanced technology manufacturing          
assignments with Ford Motor Company. He holds a B.S. Degree in Mechanical       
Engineering from Michigan State University and a M.S. Degree in Engineering     
Management from Wayne State University.                                         

 Mr. Mehta is the uncle of Mr. Mody. There are no other family relations
among the officers and directors.                                               

EXECUTIVE COMPENSATION                                                          

     During each of the three fiscal years ended December 31, 2000, no executive
officer of the Company received compensation in an amount exceeding $100,000.   

   On May 15, 2001, Sanjay Mody became President and Chief Executive Officer
of the Company at a base compensation of $108,000 per annum. Subject to         
shareholder approval of the 2001 Option Plan (see Proposal 3 herein), he was    
granted an option to purchase 750,000 shares of Common stock at an exercise     
price of $0.15 per share (the then market price) vesting as to one-third the    
shares six months from grant assuming shareholder approval of the Plan, and     
one-third on each of the first and second anniversary dates of the grant, and   
expiring in five years. The Company is currently negotiating a long-term        
employment agreement with Mr. Mody.                                             

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Mr. Anderson receives $3,000 per month for the performance of         
administrative and corporate services to the Company.                           

    The Company is authorized to pay to each non-employee the amount of $1,000
for each Board or Committee meeting attended in person (plus reimbursement of   
travel expenses) or $500 for each telephonic meeting. During the 2000 fiscal    
year, an aggregate of $4,000 was paid to the non-employee directors.            

BOARD MEETINGS AND COMMITTEES                                                   

During fiscal year 2000, four board meetings were held at which all   
directors were present. Other matters requiring board action were taken by the  
unanimous written consent of directors, in lieu of a meeting.                   

   In July 2001, the Board of Directors established a Compensation Committee
and designated Messrs. Anderson, Mehta and Walles as its members. This Committee
will recommend the compensation for the executive officers and administer the   
2001 Option Plan.                                                               

RELATED TRANSACTIONS                                                            

  On October 31, 2001, the Company acquired all of the outstanding capital
stock of Webpulse Consulting, Inc. ("Webpulse") for 1,770,000 shares of the     
Company's Common Stock. Mr. Mody was a founder and is President and sole        
director of Webpulse and his wife is Secretary and was a principal shareholder  
of Webpulse for which she received 1,100,000 shares of the Company's Common     
Stock upon the acquisition. Webpulse is engaged primarily in website and portal 
software design and the operation of GEMBEX, an online website for manufacturers
and suppliers of materials used in the creation of jewelry permitting them an   
alternative means of buying, selling or otherwise transacting business among    
themselves. The Company did not obtain a third party opinion regarding the      
fairness of the financial terms of the Webpulse transaction.                    

   In September 2001, the Company entered into a distribution agreement with
Real Time Access, Inc. ("RTA") whereby the Company was granted exclusive        
marketing rights in Bulgaria, Russia, Turkey and Ukraine for the sale to        
telephone companies of RTA's high speed voice and data access products. Mr. Mody
is a director of RTA.                                                           

PROPOSAL 2

 INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
 AND PREFERRED STOCK

PROPOSAL                                                                        

The Company has authorized 20,000,000 shares of Common Stock, $.05 par
value, of which 19,134,824 shares are issued and outstanding, and 1,000,000     
shares of Preferred Stock, $1.00 par value, none of which is outstanding. The   
Company needs additional authorized shares of Common Stock to fulfill its future
needs for capital raising, option exercises, acquisitions and other corporate   
purposes, even assuming shareholder approval of the Reverse Split; see Proposal 
4. Management therefore proposed an amendment to the Company's Certificate of   
Incorporation (i) to increase the number of authorized shares of Common Stock to
50,000,000 shares and to decrease the par value to $0.001 per share, and (ii) to
increase the number of authorized shares of Preferred Stock to 2,500,000 shares 

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and to decrease the par value to $0.01 per share. The failure of shareholders to
approve this proposal would create severe hardship for future operations of the 
Company.                                                                        

BACKGROUND                                                                      

   The Company has authorized 1,000,000 shares of Preferred Stock, $1.00 par
value, none of which is issued or outstanding. The shares of Preferred Stock may
be issued having such preferences and rights as the Board of Directors of the   
Company may designate at the time of issuance, including having anti-takeover   
provisions. Frequently, opportunities arise that require prompt action, and the 
Board of Directors believes that the delay necessary for shareholder approval of
a specific issuance would be a detriment to the Company and its shareholders.   
The Board of Directors does not intend to issue any Preferred Stock except on   
terms which the Board of Directors deems to be in the best interests of the     
Company and its then existing shareholders.                                     

     The holders of Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by stockholders. There is no cumulative    
voting with respect to the election of directors, with the result that the      
holders of more than 50% of the shares voting for the election of directors can 
elect all of the directors then up for election. In the event of liquidation,   
dissolution or winding up of the Company, the holders of Common Stock are       
entitled to share ratably in all assets remaining which are available for       
distribution to them after payment of liabilities and after provision has been  
made for each class of stock, if any, having preference over the Common Stock.  
Holders of Common Stock, as such, have no conversion, preemptive or other       
subscription rights, and there are no redemption provisions applicable to the   
Common Stock.                                                                   

 Holders of shares of the Common Stock are entitled to receive dividends
when, as and if declared by the Board of Directors from funds legally available 
therefore, subject to any preferred or contemporaneous dividend on any          
outstanding series of Preferred Stock. Management does not intend to declare    
cash dividends on the Common Stock in the foreseeable future.                   

The Company presently has 865,176 shares of Common Stock remaining    
available for issuance. The Company needs additional working capital which it is
seeking to raise through a placement (the "Placement") of convertible debt and  
equity securities. The Company desires to have shares of Common Stock available 
for the exercise of any options which may be declared under the 2001 Option Plan
(see Proposal 3), and any other compensatory arrangements established in the    
future In addition, the Company is investigating some acquisition prospects for 
which all or a portion of the consideration may be paid in Common Stock. The    
growth of the Company is dependent on its ability to have sufficient available  
authorized capital stock. In light of the recent low market price of the Common 
Stock, management believes that a considerable number of shares should be       
authorized. Although future issuances of capital stock may be dilutive to       
current shareholders, such issuances are integral to the Company having the     
means to seek to fulfill its objectives.                                        

The change in the par value from $.05 per share to $.001 per share is 
needed as the recent market price of the Company's Common Stock on the OTC      
Bulletin Board was $0.07 per share. The concept of par value is no longer       
critical, as evidenced by some states changing their corporate laws to eliminate
the par value concept. By reducing the par value, the Company would be able to  
issue Common Stock and also Preferred Stock at prices reflective of the current 
market price, as determined in good faith by the Board of Directors. The change 
in par value would have no effect on the rights of the Common Stock or the      
Preferred Stock other than the minimum amount per share the Company may receive 
upon the issuance of authorized but unissued shares.                            

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In determining the amount for the increase in the number of authorized
shares of Common Stock, the Board assumed that the Reverse Split would be       
approved and implemented. However, should shareholders reject the Reverse Split 
Proposal, the amount of available shares of capital stock would be substantially
lower that what was anticipated, thereby requiring the Board to seek a further  
increase at the next shareholders meeting, which could affect the ability of the
Company to engage in certain transactions until the authorized capital stock is 
further increased.                                                              

 If the proposed amendment is approved by the shareholders, generally no
further shareholder approval would be required for the issuance of the          
authorized shares of Common Stock or Preferred Stock, unless required by law or 
by the rules of any national securities exchange or automated quotation system  
on which the Common Stock may then be listed. The Common Stock is not presently 
listed on any national securities exchange or automated quotation system. The   
OTC Bulletin Board is not considered an automatic quotation system. However,    
upon becoming eligible to list the Common Stock on an exchange or quotation     
system, management would proceed to secure such listing. Management has no plans
to issue any shares of its Common Stock or Preferred Stock except to the extent 
previously disclosed herein.                                                    

RECOMMENDATION                                                                  

Management believes it is essential that the Company have a sufficient
number of authorized but unissued shares of Common Stock and Preferred Stock in 
order to meet its business objectives for the benefit of shareholders as the    
current available shares of Common Stock is insufficient.                       

    The Board of Directors unanimously recommends a vote "FOR" approval of the
Charter Amendment for the increase in the number of authorized shares of Common 
Stock and Preferred Stock and the reduction in the par value thereof.           

PROPOSAL 3

RATIFICATION OF 2001 STOCK OPTION PLAN

GENERAL                                                                         

    The Board of Directors of the Company has unanimously approved for
submission to a vote of the shareholders a proposal to ratify the adoption of   
2001 Stock Option Plan covering 2,000,000 shares of Common Stock reserved for   
issuance pursuant to the exercise of options granted thereunder. A copy of the  
2001 Stock Option Plan is attached to this Proxy Statement as Exhibit A, and    
statements herein regarding the Plan are qualified by reference to the complete 
Plan.                                                                           

The Board of Directors believes that the 2001 Option Plan should be of
benefit in attracting and retaining key employees, directors and consultants and
in acquiring companies whose employees are presently covered by stock options.  

   As of the Record Date, stock options to purchase 750,000 shares of Common
Stock under the 2001 Option Plan have been granted subject to shareholder       
ratification of the Plan, and were outstanding, all of which were granted to one
executive officer of the Company, and no options have been exercised (see       
Proposal 1 -- "Election of Directors -- Executive Compensation"). There are no  
other stock options outstanding to purchase shares of the Company's Common      
Stock. Assuming the Company implements a Reverse Split (see Proposal 4), the    
number of shares of Common Stock subject to the 2001 Option Plan would be       
reduced to the same extent as the reduction in the outstanding shares of Common 
Stock.                                                                          

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PURPOSES OF THE 2001 OPTION PLAN                                                

The purposes of the 2001 Option Plan are to (i) provide incentives to 
certain directors, officers, employees and other persons who perform services on
behalf of the Company and any subsidiaries of the Company by providing them with
opportunities to purchase Common Stock in the Company pursuant to options       
granted thereunder which qualify as "incentive stock options" under Section     
422(b) of the Internal Revenue Code of 1986, as amended (the "Code") ("ISO") or 
which do not qualify as ISOs ("Non-Qualified Option" or "NQSO") and (ii) to     
individuals who are directors but not also employees of the Company and the     
subsidiaries ("Non-Employee Directors"), and to individuals who are independent 
contractors, or consultants to the Company or its subsidiaries, by providing    
them with opportunities to purchase Common Stock pursuant to NQSOs.             

ADMINISTRATION                                                                  

 The 2001 Option Plan is administered by the Compensation Committee (the
"Committee"), each member of which is a Non-Employee Director within the meaning
of Rule 16b-3 or any successor provision under the Exchange Act, or the whole   
Board of Directors. The Committee has authority (i) to select the individuals   
who are to be granted options from among those eligible to participate in the   
Option Plan, (ii) to establish the number of shares which may be issued under   
each option, (iii) to determine at what time options may be granted, (iv) to    
determine the exercise price of shares subject to each option, (v) to determine 
the time at which each option shall be come exercisable and the duration of the 
exercise period, (vi) to determine whether restrictions are to be imposed on    
shares subject to options and the nature of such restrictions, if any, and (vii)
to interpret the Option Plan and prescribe and rescind rules and regulations    
relating to it.                                                                 

ELIGIBILITY                                                                     

 Options may be granted only to (i) individuals who are employees of the
Company and its subsidiaries, including officers and directors who are also     
employees at the time the Option is granted, (ii) Non-Employee Directors, and   
(iii) any other persons who perform services for or on behalf of the Company and
its subsidiaries, affiliates or any entity in which the Company has an interest,
or who are deemed by the Board of Directors to be in a position to perform such 
services in the future. Options that constitute ISOs may only be granted to     
employees described in clause (i) above, and Non-Employee Directors shall only  
be granted NQSOs. No option shall be granted pursuant to the Plan after October 
__, 2011.                                                                       

OPTION PRICE AND TERMS                                                          

Options granted under the 2001 Stock Option Plan may be either ISOs or
NQSOs. The option price of each share of Common Stock subject to an option will 
be fixed by the Committee but shall not be less than the fair market value of   
the Common Stock on the date of grant of the option, defined as the average bid 
and ask price over the prior five days' trading. An option designated as an ISO 
is intended to qualify as such under Section 422 of the Code. Thus, the         
aggregate fair market value, determined at the time of grant, of the shares with
respect to which ISO's are exercisable for the first time by an individual      
during any calendar year may not exceed $100,000. NQSOs are not subject to this 
requirement. Certain adjustments in the option price may be made for            
extraordinary dividend distributions. The Committee determines the option       
period, provided it is not longer than five years, in the case of ISOs granted  
to employees who hold 10% of the outstanding stock of the Company, 10 years in  
the case of ISOs generally, or 10 years, in the case of NQSOs, subject to       
earlier termination, the vesting period and the payment terms. In the event of  
termination of employment, the Optionee may exercise his options at any time    
within one year of the termination, but in no event later than the expiration   
date of the option; however, if the employee is terminated "for cause," the     

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option expires immediately. All options vest immediately upon a "change of      
control" of the Company. Upon exercise of an option, payment for shares may be  
made in cash, or, if the option agreement so provides, in shares of Common Stock
calculated based upon their fair market value as of the date of their delivery  
or, a combination of stock and cash.                                            

TRANSFERABILITY                                                                 

Options granted under the 2001 Stock Option Plan are not assignable or
transferable by the Optionee otherwise than (i) by will or the laws of descent  
and distribution, (ii) pursuant to a qualified domestic relations order or Title
I of the Employee Retirement Income Security Act or (iii) with respect to NQSOs,
to a spouse or lineal descendant of the optionee. Options are exercisable during
the lifetime of the Optionee only by the Optionee or by the Optionee's guardian 
or legal representative.                                                        

TERMINATION, SUSPENSION OR MODIFICATION OF THE 2001 STOCK OPTION PLAN           

 The Board of Directors may terminate, suspend, or modify the 2001 Stock
Option Plan at any time but may not, without authorization of the Company's     
stockholders, effect any change which under Section 16(b) of the Securities     
Exchange Act of 1934, as amended, applicable state corporation law or tax law,  
or the rules of any national securities exchange or national quotation system on
which the Common Stock is then listed or traded requires the prior approval of  
stockholders.                                                                   

FEDERAL INCOME TAX CONSEQUENCES                                                 

A participant under the 2001 Option Plan does not realize income for  
federal income tax purposes as a result of (i) the grant of an ISO under the    
2001 Option Plan or (ii) the exercise of an ISO under the 2001 Option Plan. The 
Company is not entitled to a federal income tax deduction upon the grant or     
exercise of an ISO. Long-term capital gains tax rates will apply to the gain    
(excess of the amount received for the shares over the amount paid for the      
shares) at the time that the participant disposes of the shares provided that   
certain holding requirements discussed below are met. The spread between the    
exercise price and the fair market value of the transferred shares at the time  
of the exercise of an ISO is included in alternative minimum taxable income     
subject to the alternative minimum tax for the taxable year in which such       
transfer occurs. If the shares are disposed of in the same taxable year and the 
amount realized is less than that fair market value at the time of exercise, the
amount included in the alternative minimum taxable income will not exceed the   
amount realized over the adjusted basis of the shares.                          

 The availability of the income tax treatment discussed in the foregoing
paragraph is subject to two conditions. First, the participant must continue to 
be an employee of the Company or a parent or subsidiary of the Company at all   
times during the period beginning on the date that the ISO was granted and      
ending (with exceptions for disability and death) on the date three months      
before the option is exercised. Second, such income tax treatment is available  
only if the participant does not dispose of the shares acquired pursuant to the 
exercise of the ISO (i) within two years from the date of granting of the option
nor (ii) within one year after the shares were issued pursuant to the exercise  
of the option. If the participant disposes of the shares prior to the expiration
of the required holding period, the participant realizes ordinary income in the 
year of disposition and the same amount is then deductible by the Company.      

   A participant realizes no income as a result of the grant of a NQSO under
the 2001 Option Plan. However, a participant realizes ordinary income upon the  
exercise of the NQSO (or at the later date described below) equal to the excess 
of the fair market value of the shares at the time of exercise (or at such later
date) over the option exercise price. The Company is not entitled to a federal  
income tax deduction upon the grant of the NQSO, but upon transfer of the shares

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to such participant upon its exercise (or at the later date described below) an 
amount corresponding to the participant's taxable income becomes deductible by  
the Company. The amount of income recognized at the time of exercise is added to
the option price to determine the participant's basis in the shares, and any    
further appreciation upon ultimate sale of the shares is taxable as short- or   
long-term capital gains (with the holding period measured from the date of      
exercise). If the shares received upon exercise are not transferable and are    
subject to a substantial risk of forfeiture, the realization of compensation    
income is postponed until the earlier of the lapse of the forfeiture            
restrictions or the making of an "IRC 83(b) election." For such purposes,       
potential liability by Company insiders under securities laws with respect to   
short swing trading constitutes a substantial risk of forfeiture. Where other   
shares of stock have been purchased within six months of exercise of the option,
recognition of the compensation attributable to such exercise may be postponed  
for a period of six months from the date of purchase of such other shares of    
stock due to such liability.                                                    

THE FOREGOING SUMMARY OF THE EFFECT OF UNITED STATES FEDERAL INCOME   
TAXATION LAWS UPON THE OPTIONEE OR PURCHASER AND THE COMPANY IN CONNECTION WITH 
THE 2001 OPTION PLAN DOES NOT PURPORT TO BE COMPLETE, AND REFERENCE SHOULD BE   
MADE TO THE APPLICABLE PROVISIONS OF THE CODE. IN ADDITION, THIS SUMMARY DOES   
NOT DISCUSS THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR 
FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.                            

RECOMMENDATION                                                                  

    The Board of Directors unanimously recommends a vote "FOR" ratification of
the 2001 Stock Option Plan.                                                     

PROPOSAL 4

   AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT A REVERSE STOCK SPLIT (ANY ONE
FALLING WITHIN A RANGE BETWEEN AND INCLUDING A ONE-FOR-THREE AND A ONE-FOUR,    
REVERSE STOCK SPLIT) OF THE COMPANY'S OUTSTANDING COMMON STOCK, DEPENDING UPON A
DETERMINATION BY THE BOARD THAT A REVERSE STOCK SPLIT IS IN THE BEST INTERESTS  
OF THE COMPANY AND THE SHAREHOLDERS                                             

BACKGROUND                                                                      

The Board of Directors authorized, subject to shareholder approval, a 
Reverse Split (any one falling within a range between and including a one-for   
three and a one-for-four split) of the Company's outstanding Common Stock that  
may be effected by the Board depending on market conditions. The intent of the  
Reverse Split is to increase the marketability and liquidity of the Common      
Stock.                                                                          

If the Reverse Split is approved by the shareholders at the Special   
Meeting, the Board of Directors will select the ratio, which shall fall within a
range between and including a one for-three and a one-for four, which, in its   
judgment, would result in the greatest marketability and liquidity of the Common
Stock, based upon prevailing market conditions, on the likely effect on the     
market price of the Common Stock and other factors deemed relevant.             

   If approved by the shareholders, the Reverse Split would become effective
on any date (the "Effective Date") selected by the Board of Directors on or     
prior to the Company's next meeting of shareholders. If no Reverse Stock Split  

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is effected by such date, the Board of Directors will take action to abandon the
Reverse Stock Split. The procedures for the consummation of the Reverse Stock   
Split are attached hereto as Exhibit B.                                         

   The primary reasons for the Reverse Stock Split are to permit the Company
to have sufficient authorized but unissued shares of Common Stock for future    
issuance and to try to increase the per share price in order to facilitate      
trading activity in the Common Stock.                                           

   There are presently 20,000,000 shares of Common Stock authorized of which
19,134,824 shares are issued and outstanding. The Company is committed to issue 
or reserve for issuance shares for the Placement and 1,500,000 shares assuming  
shareholders ratify the adoption of the 2001 Option Plan, see Proposal 3. The   
Company also desires to have additional authorized shares for future capital    
raising, acquisitions and other options, although there are no current plans for
any such issuances other than described above and options under the 2001 Option 
Plan.                                                                           

   In the event this Proposal is not adopted, the Company would be compelled
to seek approval at the next shareholders meeting of an increase in the         
authorized shares of capital stock beyond the increase sought in Proposal 2, and
may have to postpone implementation of certain corporate transactions pending   
approval of a further increase in the authorized capital stock.                 

PURPOSES AND EFFECTS OF A REVERSE SPLIT                                         

Consummation of the Reverse Split will not alter the number authorized
shares of Common Stock, which will remain 20,000,000 shares, $.05 par value,    
assuming Proposal 2 is not approved. Consummation of the Reverse Split will not 
have any federal tax consequences to shareholders.                              

    The Common Stock is listed for trading on the OTC Bulletin Board under the
symbol DDEGV. On the Record Date, the reported closing price of the Common Stock
on the OTC Bulletin Board was $0.__ per share.                                  

 The Board believes that the current per share price of the Common Stock
limits the effective marketability of the Common Stock because of the reluctance
of many brokerage firms and institutional investors to recommend lower-priced   
stocks to their clients or to hold them in their own portfolios. Certain        
policies and practices of the securities industry may tend to discourage        
individual brokers within those firms from dealing in lower-priced stocks. Some 
of those policies and practices involve time-consuming procedures that make the 
handling of lower-priced stocks economically unattractive. The brokerage        
commission on a sale of lower-priced stock may also represent a higher          
percentage of the sale price than the brokerage commission on a higher-priced   
issue. Any reduction in brokerage commissions resulting from the Reverse Split  
may be offset, however, in whole or in part, by increased brokerage commissions 
required to be paid by stockholders selling "odd lots" created by such Reverse  
Split.                                                                          

     The Reverse Stock Split would have the following effects upon the number of
shares of Common Stock outstanding and the number of authorized and unissued    
shares of Common Stock (assuming that no additional shares of Common Stock are  
issued by the Company after the Record Date). The following examples are not    
exhaustive of all possible Reverse Splits that fall within the Board approved   
range, and are only intended for illustrative purposes.                         

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                                                                [Download Table]

                           Common                              Unissued and        
Reverse Stock Split  Stock Outstanding  Reserved Shares*  Authorized Common Stock**
-------------------  -----------------  ----------------  -------------------------
                                                                                   
     Current             19,134,824        2,000,000               865,176         
     1 for 3              6,378,275          666,667            13,121,725         
     1 for 4              4,783,706          500,000            14,841,294         

At the Effective Date, each share of the Common Stock issued and      
outstanding immediately prior thereto (the "Old Common Stock"), will be         
reclassified as and changed into the appropriate fraction of a share of the     
Company's Common Stock (the "New Common Stock"), subject to the treatment of    
fractional share interests as described below. Shortly after the Effective Date,
the Company will send transmittal forms to the holders of the Old Common Stock  
to be used in forwarding their certificates formerly representing shares of Old 
Common Stock for surrender and exchange for certificates representing whole     
shares of New Common Stock. No certificates or scrip representing fractional    
share interests in the New Common Stock will be issued. Instead, any fractional 
share interest will be adjusted either upward or downward to the nearest whole  
share.                                                                          

RECOMMENDATION                                                                  

  The Board of Directors unanimously recommends that the shareholders vote
"FOR" approval of the reverse split.                                            

PROPOSAL 5

AMENDMENT TO LIMIT DIRECTORS LIABILITY

PROPOSAL                                                                        

  Management has authorized, subject to shareholder approval, an amendment
(the "Amendment") to limit the personal liability of members of the Board of    
Directors to the Company or any of its shareholders resulting from breaches of  
the directors' fiduciary duties under certain circumstances. This limitation on 
directors' liability was first permitted under New York law subsequent to the   
Company's formation and has become quite common in the certificates of          
incorporation of New York corporations. The proposed amendment would add a new  
Article SEVENTH to the Company's Certificate of Incorporation as follows:       

     "No director shall be personally liable to the Corporation or its
  shareholders for damages for any breach of duty in such capacity, except
that this provision shall not eliminate or limit the liability of any 
     director if a judgment or other final adjudication adverse to such director
 establishes that such director's acts or omissions were in bad faith or
    involved intentional misconduct or a knowing violation of law or that such
     director personally gained in fact a financial profit or other advantage to
   which such director was not legally entitled or that such director's acts
violated Section 719 of the Business Corporation Law, nor shall this  
   provision eliminate or limit the liability of any director for any act or
omission prior to the adoption of this provision.                     

------------------------                                                        
*    Includes shares reserved under the 2001 Option Plan.                       

**   Excludes reserved shares, and does not assume shareholders approval of the 
increase in the authorized capital stock                              

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         Any repeal or modification of this Article SEVENTH shall not increase
  the personal liability of any director of the Corporation for any act or
    occurrence taking place prior to such repeal or modification, or otherwise
   adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.                  

          The provisions of this Article SEVENTH shall not be deemed to limit or
     preclude indemnification of a director by the Corporation for any liability
of a director which has not been eliminated by the provisions of this 
Article SEVENTH."                                                     

REASONS FOR AMENDMENT                                                           

    In 1987, New York amended the New York Law adding Section 402(b) to permit
the limitation on liabilities of directors as proposed in the Amendment. The New
York provision is similar to provisions enacted at that time in the corporation 
laws of other states. This limitation of liability must be set forth in a       
corporation's certificate of incorporation. Corporations formed after the       
effective date of Section 402(b) could insert the limitation provision in their 
initial certificate of incorporation, while pre-existing corporations have to   
obtain shareholder approval to amend their certificates of incorporation to add 
the provision. The Company was incorporated in 1961, so a charter amendment is  
required for the provision to apply to the Company's directors.                 

     In the late 1980s, New York and other states amended their corporation laws
as a response to substantial increases in premium costs and reductions in       
coverage for directors' liability insurance policies. The proliferation of      
stockholder derivative suits for breaches of directors' fiduciary duty caused   
the insurance carriers to change their directors' liability policies. In an     
effort to obtain and to maintain qualified directors, most public companies have
included in their charters the limitation on directors' liability in accordance 
with their state of formation.                                                  

     The statutorily permitted limitation would allow only monetary liability of
the directors to be eliminated or limited as provided for in the Amendment. The 
Amendment would not relieve a director of liability for breaches of his         
fiduciary duty of loyalty, if his acts or omissions were in bad faith or        
involved a knowing violation of law or he had personally gain a financial profit
or other advantage to which he was not legally entitled or he violated the      
statutory provisions governing payment of dividends, share repurchases,         
liquidating distributions or loans to directors. Moreover, the limitation would 
not be applicable for acts done prior to the adoption of the proposed Amendment.
No suits are currently pending or, to the knowledge of the Company, threatened  
against the directors alleging a violation of their fiduciary duties to the     
Company or the shareholders. The proposed Amendment to the Company's Certificate
of Incorporation does not have any effect on the remedies of stockholders under 
the federal securities laws.                                                    

RECOMMENDATION                                                        

 The Board of Directors believes that the impact of the Amendment on the
ability of the Company to retain experienced and qualified independent directors
could be large. Although recognizing that they could have a personal interest in
these matters, the Board of Directors strongly urges its approval. The Board of 
Directors unanimously recommends a vote "FOR" approval of the Amendment to the  
Certificate of Incorporation as stated in this Proposal.                        

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 STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

    Shareholders who desire to submit proposals for inclusion in the Company's
proxy statement for the 2002 Annual Meeting of Stockholders of the Company must 
submit such proposals to the Secretary of the Company at the Company's principal
executive offices by ________, 2002. Nothing in this paragraph shall be deemed  
to require the Company to hold a 2002 Annual Meeting upon the anniversary date  
of the 2001 Special Meeting or to include in its proxy statement and proxy      
relating to any such 2002 Annual Meeting any shareholder proposal that does not 
meet the requirements for including in effect at such time.                     

OTHER BUSINESS

Management is not aware of any matters to be presented at the Special 
Meeting other than those set forth in this Proxy Statement. However, should any 
other business properly come before the Special Meeting, or any adjournment or  
adjournments thereof, the enclosed proxy confers upon the persons entitled to   
vote the shares represented by such proxies, discretionary authority to vote the
same in respect to any such other business in accordance with their best        
judgment in the interest of the Company.                                        

                                  By Order of the Board of Directors

                     Earl M. Anderson, Jr.
         Secretary

___________, 2001                                                               

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EXHIBIT B:

 THE REVERSE STOCK SPLIT

RESOLVED, that, prior to the Company's next meeting of shareholders, on the     
condition that no other amendment to the Company's Certificate of Incorporation 
shall been filed subsequent to _______________ 2002 effecting a reverse stock   
split of the Common Stock, Article IV of the Company's Restated Articles of     
Incorporation be amended by addition of the following provision:                

  Simultaneously with the effective date of this amendment (the "Effective
  Date"), each share of the Company's Common Stock, issued and outstanding
immediately prior to the Effective Date (the "Old Common Stock") shall
   automatically and without any action on the part of the holder thereof be
reclassified and changed, pursuant to a reverse stock split, into any 
     fraction thereof falling within a range between and including one-for-three
    and one-for-four of a share of the Company's outstanding Common Stock (the
"New Common Stock"), depending upon a determination by the Board of   
Directors that a reverse stock split is in the best interests of the  
    Company and the shareholders. Each holder of a certificate or certificates
which immediately prior to the Effective Date represented outstanding 
  shares of Old Common Stock (the "Old Certificates," whether one or more)
     shall be entitled to receive upon surrender of such Old Certificates to the
  Company's Transfer Agent for cancellation, a certificate or certificates
  (the "New Certificates," whether one or more) representing the number of
     whole shares of the New Common Stock into which and for which the shares of
the Old Common Stock formerly represented by such Old Certificates so 
  surrendered, are reclassified under the terms hereof. From and after the
    Effective Date, Old Certificates shall represent only the right to receive
New Certificates pursuant to the provisions hereof. No certificates or
   scrip representing fractional share interests in New Common Stock will be
issued, and no such fractional share interest will entitle the holder 
thereof to vote, or to any rights of a shareholder of the Company. Any
     fraction of a share of New Common Stock to which the holder would otherwise
     be entitled will be adjusted upward or downward to the nearest whole share.
   If more than one Old Certificate shall be surrendered at one time for the
  account of the same shareholder, the number of full shares of New Common
   Stock for which New Certificates shall be issued shall be computed on the
     basis of the aggregate number of shares represented by the Old Certificates
   so surrendered. In the event that the Company's Transfer Agent determines
     that a holder of Old Certificates has not tendered all his certificates for
     exchange, the Transfer Agent shall carry forward any fractional share until
    all certificates of that holder have been presented for exchange such that
     share issuance for fractional shares to any one person shall not exceed one
    share. If any new Certificate is to be issued in a name other than that in
 which the Old Certificates surrendered for exchange are issued, the Old
    Certificates so surrendered shall be properly endorsed and otherwise be in
proper form for transfer, and the person or persons requesting such   
 exchange shall affix any requisite stock transfer tax stamps to the Old
     Certificates surrendered, or provide funds for their purchase, or establish
    to the satisfaction of the Transfer Agent that such taxes are not payable.
    From and after the Effective Date the amount of capital represented by the
   shares of the New Common Stock into which and for which the shares of the
    Old Common Stock are reclassified under the terms hereof shall be the same
   as the amount of capital represented by the shares of Old Common Stock so
reclassified, until thereafter reduced or increased in accordance with
applicable law.                                                       

FURTHER RESOLVED, that at any time prior to the filing of the foregoing         
amendment to the Company's Certificate of Incorporation effecting a Reverse     
Stock Split, notwithstanding authorization of the proposed amendment by the     
shareholders of the Company, the Board of Directors may abandon such proposed   
amendment without further action by the shareholders.                           

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                                                                     PRELIMINARY
                                                                          COPIES

 DISTINCTIVE DEVICES, INC. SPECIAL MEETING
TO BE HELD ON ____________, 2001

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of DISTINCTIVE DEVICES, INC., a New York  
corporation (the "Company"), acknowledges receipt of the Notice of Special      
Meeting of Shareholders and Proxy Statement, dated ___________, 2001, and hereby
constitutes and appoints Sanjay Mody and Earl M. Anderson, Jr., or either of    
them acting singly in the absence of the other, with the power of substitution  
in either of them, the proxies of the undersigned to vote with the same force   
and effect as the undersigned all shares of Common Stock of the Company held by 
the undersigned at the Special Meeting of Shareholders of the Company to be held
on ______________, 2001, and at any adjournment or adjournments thereof, hereby 
revoking any proxy or proxies heretofore given and ratifying and confirming all 
that said proxies may do or cause to be done by virtue thereof with respect to  
the following matters:                                                          

The undersigned hereby instructs said proxies or their substitutes:   

     1. Election of five persons nominated by the Board of Directors to serve as
Directors as indicated below:                                                   

FOR all nominees listed below: [ ] (except as indicated)              

WITHHOLD AUTHORITY to vote for all nominees listed below: [ ]         

   NOMINEES: Sanjay Mody, Earl M. Anderson, Jr., Walter E. Freeman, Shrikant
C. Meha and William E. Walles                                                   

(INSTRUCTION:  To withhold authority to vote for any individual nominee or      
              nominees, write such nominee's or nominees' name(s) in the space
provided below.)                                  

2.   Approve an increase in the authorized shares of Common Stock and 
Preferred Stock and a decrease in the par value thereof.    

       FOR [  ]            AGAINST [  ]             ABSTAIN [  ]

3.   Ratify the adoption of the Company's 2001 Stock Option Plan.     

       FOR [  ]            AGAINST [  ]             ABSTAIN [  ]

4.   Approve a reverse stock split within a range of one-for-three and
one-for-four.                                               

       FOR [  ]            AGAINST [  ]             ABSTAIN [  ]

    5.   Approve an amendment to the Certificate of Incorporation to eliminate
certain liabilities of directors of the Company.            

       FOR [  ]            AGAINST [  ]             ABSTAIN [  ]

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     6.   Upon such other matters as may properly come before the Meeting or any
adjournment or adjournments thereof                         

This Proxy when properly executed will be voted as directed. If no    
direction is indicated, this Proxy will be voted FOR the election of the five   
named individuals as directors, FOR the other proposals.                        

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

            Name ___________________________

                            Name (if joint) ________________________________

     Date  _____________, 2001

                       Please sign your name exactly as it appears
                       hereon. When signing as attorney, executor,
                           administrator, trustee or guardian, please give
                              your full title as it appears hereon. When signing
                              as joint tenants, all parties in the joint tenancy
                              must sign. When a proxy is given by a corporation,
                            it should be signed by an authorized officer and
                              the corporate seal affixed. No postage is required
                 if returned in the enclosed envelope.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRER14A’ Filing		Date		First		Last			Other Filings
Filed on:		11/14/01							10QSB
		10/31/01		9					8-K
		5/15/01		8					10QSB,  8-K
		12/31/00		8					10KSB
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