Whitewing Environmental Corp – ‘DEF 14A’ for 7/22/97

As of:  Thursday, 6/19/97   ·   For:  7/22/97   ·   Accession #:  1001260-97-10   ·   File #:  0-27420

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                11±    51K 

Document Table of Contents

Whitewing Labs, Inc.                                                            
15455 San Fernando Mission Blvd., Suite 105             Phone: (818) 898-2167   
Mission Hills, CA  91345                                Fax: (818) 898-2136     

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 22,1997 

The 1997 Annual Meeting of Stockholders of Whitewing Labs, Inc., a Delaware 
corporation (the "Company"), will be held at 10:00 a.m. on Tuesday, July 22,    
1997, at the Sportsmen's Lodge Restaurants and Special Events Center, 12833     
Ventura Boulevard, Studio City, California, 91604, to consider and vote on the  
following matters:                                                              

1.  The election of two directors to serve on the Company's Board of        
Directors for 2-year terms;                                         
2.  Such other business as may properly come before the Annual Meeting or   
any adjournment or postponement thereof.                            

June 9, 1997 has been fixed as the record date for stockholders entitled to 
vote at the Annual Meeting, and only holders of record of shares of the         
Company's Common Stock at the close of business on that day will be entitled    
to receive notice of and to vote at the Annual Meeting.                         

All stockholders are cordially invited to attend the Annual Meeting.  To    
ensure your representation at the Annual Meeting, whether or not you plan to    
attend, you are urged to complete and promptly return the enclosed proxy,       
which is solicited by the Board of Directors, in the return envelope provided.  
Returning your proxy does not deprive you of your rights to attend the Meeting  
and to vote your shares in person, should you desire to do so.                  
                        BY ORDER OF THE BOARD OF DIRECTORS

           /s/  R. Bruce Stewart
      R. BRUCE STEWART
Secretary 
Dated June 19, 1997                                                             

Please date and sign the accompanying Proxy Card
and mail it promptly in the enclosed envelope.  

PROXY STATEMENT 
ANNUAL MEETING OF STOCKHOLDERS      
JULY 22, 1997   

GENERAL INFORMATION     

This Proxy Statement is being furnished to the stockholders of Whitewing    
Labs, Inc., a Delaware corporation (the "Company"), in connection with the      
solicitation of proxies by the Company's Board of Directors for use at the      
Annual Meeting of Stockholders (the "Annual Meeting") of the Company to be      
held at the offices of Sportsmen's Lodge Restaurants and Special Events         
Center, 12833 Ventura Boulevard, Studio City, California, telephone: (818)      
755-5000, on July 22, 1997, at 10:00 A.M., local time, and at any               
continuations or adjournments thereof.                                          

This Proxy Statement, and the accompanying Notice of Annual Meeting and     
proxy card, are first being mailed on or about June 19, 1997, to stockholders   
of record on June 9, 1997, the record date for the determination of the         
stockholders entitled to notice of and to vote at the Annual Meeting.  A copy   
of the Company's Annual Report to Stockholders on Form 10-KSB for the fiscal    
year ended December 31, 1996, which contains audited financial statements for   
the year ended December 31, 1996, is concurrently being mailed to all           
stockholders of record as of June 9, 1997.                                      

The cost of soliciting proxies will be borne by the Company.  In addition to
the solicitation of proxies by mail, solicitation may be made by telephone,     
telegraph or personal interview by Directors, officers and other regular        
employees of the Company, without extra compensation.  Brokerage houses,        
nominees, fiduciaries and other custodians will be requested to forward         
soliciting material to the beneficial owners of shares and will be reimbursed   
for their expenses.                                                             

  OUTSTANDING SHARES AND VOTING RIGHTS

As of June 9, 1997, the record date for the determination of the            
stockholders of the Company entitled to notice of and to vote at the Annual     
Meeting, there were 2,865,438 shares of the Company's Common Stock              
outstanding.  Each share of Common Stock entitles the holder to one vote on     
each matter to come before the Annual Meeting, and there will be no cumulative  
voting in the election of directors.                                            

Properly executed and returned proxies, unless revoked, will be voted as    
directed by the stockholder or, in the absence of such direction, by the        
persons named therein FOR the election of the two (2) director nominees listed  
below.   As to any other matters that may properly come before the Annual       
Meeting, the proxy holders will vote in accordance with their best judgment.    
A proxy may be revoked at any time before it is voted by delivery of written    
notice of revocation to the Secretary of the Company or by delivery of a        
subsequently dated proxy, or by attendance at the Annual Meeting and voting in  
person.  Attendance at the Annual Meeting without also voting will not in and   
of itself constitute the revocation of a proxy.                                 

1 

PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT 

The following table sets forth information regarding the ownership of the   
Company's Common Stock as of June 9, 1997, by (i) each of the current           
directors and nominees for election as a director of the Company, (ii) each     
person or group known by the Company to be the beneficial owner of more than    
5% of the Company's outstanding Common Stock, and (iii) all current directors   
and executive officers of the Company as a group.  Except as otherwise noted    
and subject to community property laws where applicable, each beneficial owner  
has sole voting and investment power with respect to all shares shown as        
beneficially owned by them.  Except as otherwise indicated, the address of      
each holder identified below is in care of the Company, 15455 San Fernando      
Mission Boulevard, Mission Hills, California 91345.                             

                                                                [Download Table]


Name and Address                    Amount                       Percent    
of Beneficial Owner                 Beneficially Owned           of Class a)

                                                                            

Cynthia Kolke (2)                   262,500                       8.4%      

R. Bruce Stewart (1), (2)           957,709                      31.8%      

Paul R. Ryan (1), (2)               794,709                      27.7%      

William D. Fox (2)                    3,000                       0.1%      

Acacia Research Corporation                                                 
12 S. Raymond,                                                              
Pasadena, CA 91105 (3)              789,709                      27.6%      

All Executive Officers                                                      
and directors as a group                                                    
(4 persons) (1), (2)              1,228,209                      37.7%      


a)  In calculating beneficial and percentage ownership, all shares of Common    
Stock which a named stockholder will have the right to acquire within 60 days   
of the record date for the Annual Meeting upon exercise of stock options are    
deemed to be outstanding for the purpose of computing the ownership of such     
stockholder, but are not deemed to be outstanding for the purpose of computing  
the percentage of Common Stock owned by any other stockholder.  As of June 9,   
1997, an aggregate of 2,865,438 shares of Common Stock were outstanding.        
Except as otherwise indicated in the footnotes to the table, this does not      
take into account currently exercisable stock options outstanding as of June    
9, 1997 to purchase an aggregate of 113,185 shares, nor the Warrants            
outstanding at June 9, 1997 to purchase up to 517,500 additional shares of      
Common Stock.                                                                   

2 

(1)  Includes in the case of each of Messrs. Stewart and Ryan all shares owned  
of record by Acacia Research Corporation, of which they are directors,
and of which Mr. Stewart is chief financial officer and Mr. Ryan is   
president and chief executive officer.                                

(2)  Includes shares issuable upon exercise of currently exercisable options,   
including 143,000 shares in the case of Mr. Stewart, 247,500 shares in
  the case of Ms. Kolke.  Although an option to purchase 15,000 shares has
   been granted to Mr. Ryan, it does not become exercisable as to any of the
shares covered thereby until October 17, 1997.  Twenty percent of the 
 options to purchase 15,000 shares granted to Mr. Fox became exercisable
on January 6, 1997 and are therefore included.                        

(3)  Includes 267,250 shares held of record by Acacia Research as collateral    
for promissory notes to Acacia.                                       

ELECTION OF DIRECTORS     

The Company's Articles of Incorporation currently provide for a Board of    
Directors divided into two classes of directors serving staggered terms, with   
one-half of the total number of authorized directors (currently four) to be     
elected at each annual meeting of the Company's stockholders to serve a 2-year  
term.  Accordingly, William D. Fox and Paul R. Ryan, each of whom is a member   
of the Company's Board of Directors whose term will expire at the Annual        
Meeting, have been nominated by the Company's Board of Directors for election   
at the Annual Meeting to serve new terms of two years and until their           
respective successors have been duly elected and qualified.  R. Bruce Stewart   
and Cynthia Kolke will continue to serve on the Company's Board of Directors    
for the balance of their existing terms, which will expire at the next annual   
meeting of the Company's stockholders.  Although it is not presently            
contemplated that either nominee will decline or be unable to serve as a        
Director, in either such event the proxies will be voted by the proxy holders   
for such other persons as may be designated by the Company's Board of           
Directors.  The two nominees receiving the highest number of votes at the       
Annual Meeting will be elected, and there will be no cumulative voting for the  
election of directors.                                                          

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Cynthia Kolke, 50, has 26 years experience in sales and marketing.  From 1965   
through 1986 she was employed in a number of capacities, including Director of  
Marketing, by The Service Bureau Corporation, a division of IBM which was sold  
to Control Data in 1973.  Between 1986 and 1989, Ms. Kolke served as the Vice   
President of Sales for Light Signatures, and operated as an independent         
marketing consultant thereafter until she joined G.B Data Systems, Inc., a      
direct mail, nutritional supplement marketing company, in April 1990 as its     
Operations Manager.  In July 1993, she left G.B. Data Systems, Inc. to          
co-found Whitewing Labs on July 29, 1993, as its President, Assistant           
Secretary and as a director.  She holds a Bachelor's degree in Marketing and    
Data Processing from the Detroit College of Business.                           

R. Bruce Stewart, 60, who served as Chairman, President and Chief Executive     
Officer of Acacia Research Corporation, the Company's largest shareholder, from 
1993 to January 1997, devoted much of his time to the formation of Whitewing    
Labs and the development of its plan of operations.  Mr. Stewart is currently   
Acacia Research's Chairman and Chief Financial Officer.  From August 1977 to    
March 1991, Mr. Stewart served as President of Annandale Corporation, a         
financial consulting firm.                                                      

3   

William D. Fox, 59, has owned Classic Tire, an automotive repair and tires      
retailer, since 1992. For the previous seven years, he conducted an             
independent management consulting business. He joined the Company's Board of    
Directors in February 1996, upon consummation of the Company's initial public   
offering. From 1963 through 1984, Mr. Fox held numerous positions with IBM and  
Control Data, including Branch Manager and Marketing Program Administrator. He  
graduated from Middlebury College with a BA degree in Political Science.        

Paul R. Ryan, 52, became a director of the Company in October 1996.  He was     
Vice President of Capital Management and a director of Acacia Research          
since June 1995.  He was elected President and Chief Executive Officer of       
Acacia Research in January 1997.  He received a B.S. degree from Cornell        
University and attended the New York University Graduate School of Business.    
Mr. Ryan was a general partner of the American Health Care Fund, L.P. until     
1993.                                                                           

COMPENSATION OF DIRECTORS       

Each director of the Company who is not otherwise employed full-time by the 
Company or Acacia Research Corporation will be paid $100 for each Board         
meeting attended.  Directors will also be reimbursed for their travel expenses  
incurred in attending Board or committee meetings.  Directors have previously   
not been compensated for their attendance at Board meetings, except for         
reimbursement of travel expenses. In connection with Mr. Ryan's election to     
the Company's Board of Directors in October 1996, he was granted an option to   
purchase 15,000 shares of the Company's Common Stock at the price per share of  
$1.69.  The options vest at 3,000 per year and expire five years after the      
date of grant.  At the same time it was decided to cancel and reissue Mr.       
Fox's options at the price per share of $1.69.                                  

STRUCTURE AND FUNCTION OF THE BOARD OF DIRECTORS

During the last fiscal year, the Company's Board of Directors held eight    
regular and special meetings or otherwise took action by written consent.  The  
Board of Directors has established an audit committee comprised of Mr.          
Stewart, Mr. Ryan and Mr. Fox, which will meet to consult with the Company's    
independent auditors concerning their engagement and audit plan, and            
thereafter concerning the auditor's report and management letter and, with the  
assistance of the independent auditors, will also monitor the adequacy of the   
Company's internal accounting controls.  There have been no meetings with the   
auditors to date.  The Board has not established separate compensation or       
nominating committees.  Rather, all members of the Company's Board of           
Directors meet to review and determine the compensation of the Company's        
executive officers, administer the Company's Stock Option Plan, adopt           
compensation policies and practices, review and pass upon all transactions      
with affiliates and other persons having a material financial interest in the   
Company, and nominate the individuals to be proposed by the Board of Directors  
for election as directors of the Company.                                       

    EXECUTIVE OFFICERS

The executive officers of the Company are Cynthia Kolke, President,         
Assistant Secretary and Director, and R. Bruce Stewart, Chairman of the Board,  
Secretary and Treasurer.  There are no employment agreements between the        
Company and any of its executive officers, each of whom serves at the pleasure  
of the Board of Directors.                                                      

4   

  COMPENSATION OF EXECUTIVE OFFICERS

Executive Compensation                                                          

The following table summarizes the annual and long term compensation paid by
the Company during fiscal years ended December 31, 1994, 1995 and 1996 to the   
President of the Company.  No other executive officer of the Company received   
an annual salary and bonus exceeding $100,000 during the year ended December    
31, 1996.                                                                       

                                                                [Download Table]
Summary Compensation Table                                                    


                                        Long-Term Compensation                
              Annual Compensation       Awards          Payouts               

Name and                                Restricted       LTIP                 
Principal                               Stock                                 
Position  Year  Salary  Bonus  Other    Awards  Options  Payouts  All Other   
                 $       $      $         $       #        $      Compensation
Cynthia Kolke, President, Assistant Secretary and Director                    
                                                                              
          1994  61,600   -0-    -0-      -0-       -0-     -0-       -0-      
          1995  71,400   -0-    -0-      -0-       -0-     -0-       -0-      
          1996  84,200   -0-   13,800    -0-     37,500    -0-       -0-      


The Company leases and pays the insurance on an automobile on Ms. Kolke's   
behalf at an annual cost of $13,800 in 1996.                                    

STOCK OPTION PLAN         

The Company's 1993 Stock Option Plan, as amended (the "Stock Option Plan"), 
authorizes the granting of options to employees that are intended to qualify    
as "incentive stock options" under the Internal Revenue Code of 1986            
("Incentive Stock Options"), as well as stock options that are not intended to  
so qualify ("Nonstatutory Options") which may be granted to officers,           
directors, employees, consultants, and others expected to provide significant   
services to the Company or its subsidiaries.  The Stock Option Plan, which is   
administered by the Board of Directors, currently covers an aggregate of        
736,925 shares.  The maximum term of a stock option granted under the Stock     
Option Plan is ten years, but if the optionee at the time of grant has voting   
power over more than 10% of the Company's Stock, the maximum term is five       
years.  If an option granted expires or terminates, the shares subject to the   
unexercised portion of that option will become available for the grant of       
future options under the Stock Option Plan.  If an optionee terminates his or   
her service to the Company, the optionee may exercise only those option shares  
vested as of the date of termination and must effect such exercise within       
three months, although the Board of Directors may set a longer period for       
exercise of stock options.  The Stock Option Plan may be amended at any time    
by the Board of Directors, although certain amendments would require            
stockholder approval.  The Stock Option Plan will terminate in 1998 unless      
earlier terminated by the Board.                                                

The exercise price of Incentive Stock Options granted under the Stock Option
Plan must be at least equal to the fair market value of the stock subject to    
the option on the date of grant, except that the exercise price of an           
Incentive Stock Option granted to an optionee who owns stock possessing more    
than 10% of the voting power of the Company's outstanding capital stock must    
equal at least 110% of the fair market value of the stock subject to the        
option on the date of grant.  The exercise price of Nonstatutory Stock Options  

5 

granted under the Stock Option Plan must be at least equal to 85% of the fair   
market value of the stock subject to the option on the date of the grant.       
Payment of the exercise price may be made in cash, promissory notes or other    
consideration as determined by the Board of Directors.                          

As of February 28, 1997, options to purchase an aggregate of 439,685 shares 
of Common Stock, at prices ranging from $0.089 to $5.00 per share, under the    
Stock Option Plan were outstanding and held by a total of 11 officers,          
directors, employees and consultants, including options to purchase 247,500,    
143,000, 15,000, and 15,000 shares, at weighted average exercise prices of      
$0.83, $1.38, $1.69, and $1.69, granted to Ms. Kolke, Mr. Stewart, Mr. Ryan     
and Mr. Fox, respectively.  Mr. Stewart purchased 25,000 shares upon exercise   
of options and Ms. Kolke purchased 15,000 shares upon exercise of options in    
the fiscal year ended December 31, 1996.                                        

The following table sets forth certain information regarding options granted
by the Company during the year ended December 31, 1996.                         

                                                                [Download Table]
Options Granted in Calendar Year 1996                                         


                                                         Potential Realized   
           No. of                                        Value at Assumed     
           Shares      % of                              Annual Rates of Stock
           Subject to  Total                             Price Appreciation   
Name       Options     Options                           For Option Term (3)  
of         Granted     Granted to  Exercise  Expiration                       
Optionee    (2)        Employees   Price     Date        5%($)    10%($)      

Cynthia Kolke                                                                 
                                                                              
            37,500     48%         $5.00     1/5/2006       N/A      N/A      

(1)   The exercise price of $5.00 was the market price of a share of the        
Company's Common Stock on the date of grant.                        
(2)   The options vest upon the date of grant.                                  
(3)   Assumes that a share of Common Stock was valued at $2.00 per share on     
December 31, 1996 and since the exercise price exceeds the current  
market price, there is no inherent value.                           

The following table sets forth information with respect to ownership of     
options by the executive officers of the     Company identified above, and their
respective option values, as of December 31, 1996.  The Company has no          
outstanding stock appreciation rights, either freestanding or in tandem with    
options.                                                                        

                                                                [Download Table]
Option Values as of December 31, 1996                                         


                        Number of Unexercised          Value of Unexercised   
                              Options at             In-the-Money Options at  
                        Fiscal Year-end (#)            Fiscal Year-End ($) (1)
Name                    Exercisable/Unexercisable    Exercisable/Unexercisable
                                                                              
Cynthia Kolke             247,500  /    0            $288,810/    0           


(1)   Assumes that a share of Common Stock was valued at $2.00 per share on     
December 31, 1996.  Amounts reflected are based on this assumed price minus     
the exercise price and do not indicate that shares were sold.                   

6   
CERTAIN TRANSACTIONS                                                            

In April 1995, the Company invested $100,000 to purchase a limited          
partnership interest in Acacia Capital Partners, L.P., a California limited     
partnership formed by Acacia Research to manage investments using proprietary   
software models.  Except as described below, all profits and losses of the      
partnership will be allocated quarterly among the general partners and limited  
partners in proportion to their respective capital accounts as of the           
beginning of each quarter.  The general partners will be allocated on an        
annual basis (subject to certain exceptions) 20% of the amount by which         
profits of the partnership otherwise allocable to each of the limited partners  
in that year exceed losses allocated to the limited partners that have not      
been recouped.  The general partners of this investment partnership are         
entitled to annual management fees payable by each limited partner in an        
amount equal to 1% of the value of that limited partner's capital account.      
Acacia Research Corporation will receive three-fourths, and the other general   
partner, Paul Ryan, will receive one-fourth, of such fees.  These management    
fees are payable quarterly in advance at the beginning of each quarter based    
on the net asset value of the limited partner's capital account on the first    
day of the quarter.  The partnership will also pay or reimburse the general     
partners for all costs and expenses incurred by or on behalf of the             
partnership, including all legal and accounting fees and expenses.  Although    
the partnership will not be obligated to reimburse the general partners for     
any of the general partners' own operating, general, administrative and         
overhead costs and expenses, some or all of these expenses may be paid by       
securities brokerage firms that execute securities trades for the partnership.  

For a description of the options to purchase shares of the Company's Common 
Stock granted to the Company's executive officers and directors, see "Stock     
Option Plan" above.                                                             

Management of the Company believes that each of the foregoing transactions  
was in the Company's best interests.  As a matter of policy, all future         
transactions between the Company and any of its executive officers, directors,  
or principal shareholders, or any of their affiliates, will be on terms that a  
majority of the independent, disinterested members of the Company's Board of    
Directors believe to be no less favorable to the Company than those that could  
have been obtained from an unaffiliated third party in an arms-length           
transaction.                                                                    

LIMITATION OF DIRECTORS' AND OFFICERS' LIABILITY AND INDEMNIFICATION  

The Company's Certificate of Incorporation limits the liability of directors
to the maximum extent permitted by Delaware law.  Delaware law provides that    
directors of a Delaware corporation will not be personally liable for monetary  
damages for breach of the fiduciary duties as directors except for liability as 
a result of their duty of loyalty to the company for acts or omissions not in   
good faith or which involve intentional misconduct or a knowing violation of    
law, unlawful payments of dividends or stock transactions, unauthorized         
distributions of assets, loan of corporate assets to an officer or director,    
unauthorized purchase of shares, commencing business before obtaining minimum   
capital, or any transaction from which a director derived an improper benefit.  
Such limitations do not affect the availability of equitable remedies such as   
injunctive relief or rescission.  In addition, the Company's Bylaws provide     
that the Company must indemnify its officers and directors, and may indemnify   
its employees and other agents, to the fullest extent permitted by Delaware     
law.  At present, there is no pending litigation or proceeding involving any    
director, officer, employee, or agent of the Company where indemnification      
will be required or permitted.  Insofar as indemnification for liabilities      
arising under the Securities Act of 1933, as amended, may be permitted to       
officers, directors or persons controlling the Company pursuant to the          
foregoing provisions, the Company has been informed that in the opinion of the  
Securities and Exchange Commission such indemnification is against public       
policy as expressed in the Securities Act of 1933, as amended, and is           
therefore unenforceable.                                                        

7   
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT     

Section 16(a) of the Securities Exchange Act of 1934, as amended (the       
"Exchange Act"), requires the company's officers and Directors, and persons     
who own more than ten percent of a registered class of the Company's equity     
securities, to file reports of ownership or changes in ownership (Forms 3, 4    
and 5) with the Securities and Exchange Commission.  Officers, directors and    
greater-than-ten-percent stockholders are required to furnish the Company with  
copies of all such forms which they file.                                       

To the Company's knowledge, based solely on the Company's review of such    
reports or written representations from certain reporting persons that no       
Forms 5 were required to be filed by those persons, the Company believes that   
during the year ended December 31, 1996, all filing requirements applicable to  
its officers, directors, and other persons subject to Section 16 of the         
Exchange Act were complied with.                                                

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS  

The firm of Arthur Andersen, LLP. has audited the financial statements of   
the Company for the year ended December 31, 1996, and has been selected by the  
Board of Directors to perform such service for the 1997 fiscal year.            

SHAREHOLDERS PROPOSALS FOR THE NEXT ANNUAL MEETING  

Proposals intended to be submitted to the Company for presentation at its   
next annual meeting to be held in 1998 must be received by the Company at       
its principal executive office shown on the first page of this Proxy Statement  
no later than March 22, 1998, in order to be included in the proxy material     
for the 1998 annual meeting.                                                    

ANNUAL REPORTS

The Company's 1997 Annual Report to Stockholders on Form 10-KSB, which      
includes audited financial statements for the Company's fiscal year ended       
December 31, 1996, is concurrently being mailed with this proxy statement to    
stockholders of record on June 9, 1997.  An additional copy thereof, and any    
amendments thereto, is available without charge to any stockholder of the       
Company upon written request to Cynthia Kolke, President, Whitewing Labs,       
Inc., 15455 San Fernando Mission Boulevard, Mission Hills, California 91345.    

 OTHER MATTERS

The Board of Directors knows of no other matters to be presented for action 
at the meeting.  However, if any matters not included in this Proxy Statement   
properly come before the meeting, it is the intention of the persons named in   
the enclosed proxy to vote under the authority therein given in accordance      
with his or their best judgment.                                                

                                  BY ORDER OF THE BOARD OF DIRECTORS

                                /s/ R. Bruce Stewart

                R. BRUCE STEWART
         Secretary

June 19, 1997                                                                   

8 

APPENDIX A TO PROXY STATEMENT DATED JUNE 19, 1997                               

PROXY                                                                           

WHITEWING LABS, INC.                
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS           
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON JULY 22, 1997           

The undersigned hereby appoints Cynthia A. Kolke and R. Bruce Stewart 
(collectively, the "Proxies"), or either of them, each with the power of        
substitution, to represent and vote the shares of the undersigned, with all     
the powers which the undersigned would possess if personally present, at the    
Annual Meeting of Stockholders (the "Annual Meeting") of Whitewing Labs, Inc.,  
a Delaware corporation (the "Company"), to be held on Tuesday, July 22, 1997,   
at 10:00 a.m. local time, at the Sportsmen's Lodge Restaurants and Special      
Events Center, 12833 Ventura Boulevard, Studio City, California 91604 and at    
any adjournments or postponements thereof.  Shares represented by this proxy    
card will be voted as directed by the stockholder.  If no such directions are   
indicated, the Proxies will have authority to vote  FOR the election of the     
nominees listed below.  In their discretion, the Proxies are authorized to      
vote upon such other business as may properly come before the Annual Meeting.   
The Board of Directors recommends a vote FOR the election of Directors.     

1. Election of Directors:                                                   

/ /  FOR the nominees listed below             / / WITHHOLD AUTHORITY       
(except as marked to the                      (to vote for nominees         
contrary below)                                listed below)                

Nominees: William D. Fox, Paul R. Ryan                
                  (Instructions: To withhold authority to vote for any
             nominee, print that nominee's name in the space
provided below.)                  

----------------------------------------------------------------------------    
SEE REVERSE SIDE: IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF       
DIRECTOR'S RECOMMENDATIONS, JUST SIGN AND DATE ON THE REVERSE SIDE.  YOU NEED   
NOT MARK ANY BOXES.                                                             

9   

                                          Please sign exactly as your name
                                  appears herein.  Joint owners should
                                   each sign.  When signing as attorney,
                                 executor, administrator, trustee or
                                 guardian, please give full title as
                                     such.  If a corporation, please sign in
                                 full corporate name by President or
                            other authorized person.  If a
                              partnership, please sign in full
                                    partnership name by authorized person.

                                  ------------------------------------
                                     (Signature)

                                  ------------------------------------
                                  (Signature, if jointly held)

                            DATE:             ,   19
                                       ------------      -----

 PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED REPLY ENVELOPE 

10  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEF 14A’ Filing		Date		Other Filings
		3/22/98
		10/17/97
For Period End:		7/22/97
Filed on:		6/19/97
		6/9/97
		2/28/97
		1/6/97
		12/31/96		10KSB,  10KSB/A
		12/31/95
		12/31/94
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