RETROSPETTIVA, INC.
8825 West Olympic Blvd.Boulevard
Beverly Hills, California 90211

PROXY STATEMENT AND

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1998JULY 6, 2000

To the shareholders of Retrospettiva, Inc.:

The Annual Meeting of the shareholders of Retrospettiva, Inc. (the
"Company") will be held at the Company's executive offices, 8825 West Olympic
Blvd.,Boulevard, Beverly Hills, California 90211, at 4:3:00 P.M.p.m. on June 18, 1998,July 6, 2000, or at
any adjournment or postponement thereof, for the following purposes:

1. To elect seven directors of the Company.

2. To transact such other business as may properly come before the
meeting.

Details relating to the above matters are set forth in the attached
Proxy Statement. All shareholders of record of the Company as of the close of
business on April 30, 1998May 26, 2000, will be entitled to notice of and to vote at such
meeting or at any adjournment or postponement thereof.

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO
NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN
THE ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING OF
A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.

BY ORDER OF THE BOARD OF DIRECTORS

Michael D. SilbermanHamid Vaghar,
Chief Financial Officer

May 4, 199829, 2000

PROXY STATEMENT

RETROSPETTIVA, INC.
8825 West Olympic Blvd.
Beverly Hills, California 90211
Telephone: (310) 657-1745

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1998JULY 6, 2000

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Retrospettiva, Inc. (the "Company"), a
California corporation, of no par value Common Stock ("Common Stock") to be
voted at the Annual Meeting of Shareholders of the Company ("Annual Meeting") to
be held at 4:3:00 P.M.p.m. on June 18, 1998,July 6, 2000, or at any adjournment or postponement
thereof. The Company anticipates that this Proxy Statement and the accompanying
form of proxy will be first mailed or given to all shareholders of the Company
on or about May 4, 1998.29, 2000. The shares represented by all proxies that are
properly executed and submitted will be voted at the meeting in accordance with
the instructions indicated thereon. Unless otherwise directed, votes will be
cast for the election of the nominees for directors hereinafter named. The
holders of a majority of the shares represented at the Annual Meeting in person
or by proxy will be required to elect directors and approve any proposed
matters.

Any shareholders giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in person,
at the Annual Meeting, that the proxy be returned.

All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular salaries. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and the Company may reimburse such
persons for reasonable out of pocket expenses incurred by them in so doing.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

The close of business on April 30, 1998May 26, 2000, has been fixed by the Board of
Directors of the Company as the record date (the "record date") for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting. On the record date, there were outstanding 2,900,0003,177,916 shares of Common Stock
outstanding with each share of which entitlesentitling the holder thereof to one vote on each
matter which may come before the Annual Meeting. Cumulative voting for directors
is permitted.

A majority of the issued and outstanding shares entitled to vote,
represented at the meeting in person or by proxy, constitutes a quorum at any
shareholders' meeting.

-1-

Security Ownership of Certain Beneficial Owners and ManagementManagement.

The following table sets forth information concerning the
holdings of Common Stock by each person who, as of April 30, 1998,May 26, 2000, holds of record
or is known by the Company to hold beneficially or of record, more than 5% of
the Company's Common Stock, by each director, and by all directors and executive
officers as a group. All shares are owned beneficially and of record. The
address of all persons is in care of the Company at 8825 West Olympic Blvd.,Boulevard,
Beverly Hills, California 90211. Amount of Percent of Name Ownership Class

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

Borivoje Vukadinovic (1) 2,454,051 53.6%
Michael D. Silberman2,404,054 46.3
Hamid Vaghar (2) 178,735 3.9%50,000 1.0
Ivan Zogovic (3) 66,712 1.5%81,712 1.6
Mojgan Keywanfar (3) 66,712 1.5%81,712 1.6
S. William Yost (4) 23,826 0.5%0.4
Donald E. Tormey (4) 23,826 0.5%
Philip E. Graham (4)0.4
Sol Schalman (5) 23,826 0.5%0.4
All officers and directors
as a group (7 persons) 2,837,688 62.0%
-2,688,956 50.7
----------
(1) Includes stock options to purchase up to 1,191,300
shares of Common Stock at $6.25 per share, and 166,777 shares at $.63
per share exercisable until April 2006.2006 and 100,000 shares at
$1.25 per share until December 2008.
(2) IncludesRepresents stock options to purchase up to 119,12850,000
shares of Commoncommon stock at $6.25$1.25 per share exercisable until April 2006.December 2008.
(3) Represents stock options to purchase up to 30,973
shares of Common Stock at $1.68 per share exercisable until April
2001,2006, 11,913 shares at $2.94 per share exercisable until May
2001,2006, and 23,826 shares at $2.94 per share exercisable until
April 2006.2006, and 15,000 shares at $1.25 exercisable until December
2008.
(4) Represents stock options to purchase up to 23,826
shares of Common Stock at $2.94 per share exercisablexercisable until May
2001.2006.
(5) Represents stock options to purchase up to 23,826
shares of Common Stock at $2.25 per share until September 2004.

ELECTION OF DIRECTORS

At the Annual Meeting, the shareholders will elect seven directors of
the Company. Cumulative voting is permitted in the election of directors. In the
absence of instructions to the contrary, the person named in the accompanying
proxy will vote in favor of the election of each of the persons named below as

the Company's nominees for directors of the Company. All of the nominees are
presently members of the Board of Directors. Each of the nominees has consented
to be named herein and to serve if elected. It is not anticipated that any
nominee will become unable or unwilling to accept nomination or election, but if
such should occur, the person named in the proxy intends to vote for the
election in his stead of such person as the Board of Directors of the Company
may recommend.

-2-
The following table sets forth certain information regarding each
nominee and each executive officer of the Company.

Officer or
Name Age Office Director Since
---- --- ------ --------------

Borivoje Vukadinovic(1) 39 Chairman of the Board of 1991
Directors, President and
Chief Executive Officer

Michael D. Silberman(2) 42 Vice-President - Sales and 1996
Marketing, and Director

Ivan Zogovic 39 Vice-President - Special 1996
Accounts, and Director

Mojgan Keywanfar 35 Secretary, Treasurer, and Chief
Financial Officer 1996

S. William Yost(1)(2) 69 Director 1996

Donald E. Tormey(1)(2) 66 Director 1996

Philip E. Graham(1) 41 Director 1996

(1) Member of the Compensation Committee
(2) Member of the Audit Committee
Officer or
Name Age Office Director Since
- ---- --- ------ --------------

Borivoje Vukadinovic (1) 41 Chairman of the Board of 1991
Directors, President and
Chief Executive Officer

Hamid Vaghar 36 Chief Financial Officer and 1998
Director

Ivan Zogovic 41 Chief Operating Officer and 1998
Director

Mojgan Keywanfar 38 Controller, Corporate Secretary 1998
and Director

S. William Yost (1)(2) 71 Director 1996

Donald E. Tormey (1)(2) 68 Director 1996

Sol Schalman (1)(2) 75 Director 1999
- ---------

(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.

Directors hold office for a period of one year from their election at
the annual meeting of stockholders and until their successors are duly elected
and qualified. Officers of the Company are elected by, and serve at the
discretion of, the Board of Directors. Directors not employed by the Company do
not receive fees for attending Board of Directors' meetings but are reimbursed
for out-of-pocket expenses, and each outside director has been granted stock options
to purchase 23,826 shares of the Company's Common Stock.

Backgroundout- of-pocket expenses.

Background.

The following is a summary of the business experience of each executive
officer and director of the Company for at least the last five years:

Borivoje Vukadinovic has been a director and executive officer of the
Company since January 1991, and its Chief Executive Officer since January 1993.
From JuneMay 1990 to August 1993, he was Vice President and a principal stockholder
of Celtex ENT, a Los Angeles, California based company that established and
administered production of yarns and raw textiles in Yugoslavia, Turkey and
Macedonia. From May 1988 to JuneMay 1990, he was founder, owner and President of
Duty Off, Inc., a Los Angeles, California based company that produced young
men's apparel. He earned a Bachelor of Arts degree in Business from the
University of Banja Luka in Yugoslavia and a Bachelor of Arts degree in Art from
Bern University in Switzerland.

Michael D. Silberman-3-

Hamid Vaghar has served as Controller of Retrospettiva since the
Company's inception and was promoted to Chief Financial Officer and as a
director of the Company since April 1996.in October 1998.
From May 1994 until he joined the
Company in April 1996, Mr. Silberman was a financial advisor with Prudential
Securities Inc. From April 1992March 1990 to February 1994,January 1993, he was an accountant with EB Accounting, a portfolio manager for
Private Investment Fund, a privately-held and managed investment fund. From
September 1991 to April 1992, Mr. Silberman was president of UMB Commercial
Capital, a division of United Mercantile Bank of Pasadena, California, a
federally chartered bank, where he administered the division's accounts'
receivable finance department. From 1983 to 1991, Mr. Silberman served as the
Executive Vice President of Allied Business Capital, a privately-held Los
Angeles,
California based commercial finance company.accounting firm which conducted various accounting services for
companies in the garment district of Los Angeles. In January 1993 Mr. Silberman receivedVaghar
became a partner in Mid-West Consultants and continued his accounting career in
that capacity until 1998. He earned a Bachelor of Arts degree in EconomicsNatural Sciences and an
MBA from the University of California, Los
Angeles and his MBA (Masters of Business Administration) degree from the
Anderson School at the University of California, Los Angeles.Poona, India.

Ivan B. Zogovic has been employed by the Company as its Manager-Export/ImportManager-Export
/Import since January 1994 and was appointed a director in May 1996. Mr. Zogovic
is responsible for the export and import of raw materials and finished goods
including customers clearing, scheduling and freight forwarding, between the
United States and the Company's contract manufacturers in Eastern Europe. He
earned a law degree from the University of Belgrade Law School and practiced law
in Yugoslavia from 1984 until 1992.

Mojgan Keywanfar has been employed by the Company as its accounting
manager since February 1991 and was appointed a director in December 1996. Ms.
Keywanfar manages the Company's bookkeeping and management information systems.
She holds a B.A. degree in Economics from the California State University,
Northridge.

S. William Yost became a director of the Company in May 1996. He has
been an adjunct professor of Operations and Technology Management at the
Anderson Graduate School of Management of the University of California, Los
Angeles, since 1986. He has over 20 years experience in industrial positions
together with four years as a presidentialPresidential appointee, in the executive branch of the
federal government, three years in management
consulting and in the early 1980's1980s as the Assistant Commissioner of the U.S.
Trademark and Patent Office of the federal
government in Washington, D.C. Dr. Yost holds a doctorate in
Business Administration (DBA) from the Harvard Business School, and MBA from the
Anderson Graduate School of Management at the University of California, Los
Angeles, and a B.A. from the University of California, Berkeley. He serves on
the Board of Directors of a number of small, privately-heldprivately held companies and is a
consultant to a variety of public and private clients.

Donald Tormey became a director of the Company in May 1996. From 1958
until he retired in 1995, Chevron Corporation employed him in a number of
positions culminating as its Refinery General Manager in El Segundo, California
from 1994 until his retirement. He holds a BSCE degree in engineering from the
University of Wisconsin School of Engineering.

Philip E. GrahamSol Schalman became a director of the Company in September 1999. He
received a Bachelors degree in Business Administration with a major in
accounting from UCLA in 1940. He served in the U.S. Army from 1941 to 1946 and
was discharged in 1964 with rank of Captain. He was licensed as a Certified
Public Accountant in California in May 1996. Since
February 1997, he1948 and has beenpracticed as a sole
practitioner since that date. He was involved in real estate development from
1955 to 1962, and owned and operated the Information Technology Executive at the Avionics
and Communications Finance and Information Technology department of Rockwell
Avionics and Communications, Inc. From 1989 until February 1997, AirTouch
Cellular employed himBeverly Comstock Hotel in a number of positions, culminating as its director of
Information Technology from July 1989 to February 1997. Mr. Graham holds an MBA
degree from the Anderson Graduate School of Management at the University of
California, Los Angeles
and M.S. degree from the California State University at
Fullerton and1962 to 1976. Mr. Schalman is also licensed as a B.S. degree from the University of California at Irvine.

Section 16(a) Beneficial Ownership Reporting Compliance

Michael D. Silberman failed to timely report, on Form 4, the sale of 2,500
shares of Common StockCertified Public
Accountant in September 1997 by the required deadline of October 10,
1997. The Form 4 was filed in November 1997. Form 4 requires that transactions
(purchases or sales of Common Stock of the Company) by officers, directors or
principal stockholders must be reported using Form 4 by the 10th of the month
following the month in which the transaction occurred.Nevada.

-4-

Executive CompensationCompensation.

The following table discloses all compensation awarded to, received by,
and paid to the Chief Executive Officer of the Company for the years ended
December 31, 1997, 19961999, 1998 and 1995.1997. No executive officer's annual compensation
exceeded $100,000 in 1997.

ANNUAL LONG-TERM COMPENSATION
COMPENSATION AWARDS PAYOUTS
- --------------------------------------------------------------------- --------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
All Other

Name and Salary Bonus Other Annual Restricted Stock Options/ LTIP Compen-
Principal Position Year Salary($($) Bonus($($) Compensation($) Award(s)($) SARS(#) Payouts($) sation($)
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Borivoje Vukadinovic,
Chief Executive Officer 1997 80,0011999 150,000 12,500 -0- -0- -0- -0- -0-
-0-
1996 40,928Officer 1998 95,000 7,917 -0- -0- -0- 1,358,067(1)100,000 -0- -0-
1995 26,500 -0- 34,258(2)1997 80,001 -0- -0- -0- -0- (1) See "1996 Stock Option Plan" for description of the options.
(2) Represents sales commission paid to Mr. Vukadinovic.

5-0- -0-

Stock Option PlanSTOCK OPTION PLAN

In May 1996, the Company adopted a stock option plan for employees,
officers, directors and consultants (the "Plan"), which provides for the grant to employees, officers, directors and consultants of
options intended to purchase up to 1,786,930 shares of Common Stock, consisting of bothqualify as "incentive stock options" and "non-qualified
stock options" within the meaning of Section 422A422 of the United States Internal
Revenue Code of 1986 (the "Code") and "non-qualified" options.. Incentive stock options are issuable only to
eligible officers and key employees of the Company, whileand non-qualified options
may be issuedgranted to non-employeeofficers, employees, directors consultants and others, as well as to employees of the Company.consultants.

The Plan is administered by at least three members of the Board of
Directors (atat least two of whom are independent),not executive officers or salaried employees
of the Company. Under the Plan, the Board of Directors determines which
determines those
individuals who shall receive options, the time period during which the options may
be partially or fully exercised, vesting periods required for issuance of
options, the number of shares of Common Stock that may
be purchased under each option and the option price. Each option granted under
the Plan is evidenced by stock option agreement.

The per share exercise price of the Common Stock subject to an
incentive stock option may not be less than the fair market value of the Common
Stock on the date the option is granted. The per share exercise price of the
Common Stock subject to a non-qualified option is established by the Board of
Directors. The aggregate fair market value (determined as of the date the option
is granted) of the Common Stock that any employee may purchase in any calendar
year pursuant to the exercise of incentive stock options may not exceed
$100,000. No person who owns, directly or indirectly, at the time of the
granting of an incentive stock option to him, more than 10% of the total
combined voting power of all classes of stock of the Company is eligible to
receive any incentive stock options under the Plan unless the option price is at
least 110% of the fair market value of the Common Stock subject to the option,
determined on the date of grant. Non-qualified options are not subject to these
limitations.
-5-

No incentive stock option may be transferred by an optionee other than by
will or the laws of descent and distribution, and during the lifetime of an
optionee, the option will be exercisable only by him or her. In the event of
termination of employment other than by death or disability, the optionee will
have three months after such termination during which he or she can exercise the
option. Upon termination of employment of an optionee by reason of death or
permanent total disability, his or her option remains exercisable for 12 months
thereafter to the extent it was exercisable on the date of such termination. No
similar limitation applies to non-qualified options.

Options under the Plan must be granted within ten years from the effective
date of the Plan. The incentive stock options granted under the Plan cannot be
exercised more than ten years from the date of grant except that incentive stock
options issued to 10% or greater stockholders are limited to five year terms.
All options granted under the Plan provide for the payment of the exercise price
in cash or by delivery to the Company of shares of Common Stock already owned by
the optionee having a fair market value equal to the exercise price of the
6

options being exercised, or by a combination of such methods of payment.
Therefore, an optionee may be able to tender shares of Common Stock to purchase
additional shares of Common Stock and may theoretically exercise all of his
stock options with no additional investment other than his original shares. Any
unexercised options that expire or that terminate upon an optionee ceasing to be
an officer, director or an employee of the Company become available once again
for issuance.

As of the date hereof, 1,701,635 options have been granted under the Plan
to officers, directors and employees including 1,477,205 options granted to
Messrs. Vukadinovic and Silberman, an aggregate of 71,478The following table sets forth all stock options granted to the Company's
three non-employeeexecutive officers and directors and 152,952 options granted to other
employees. The per share exercise prices range from $0.63 to $6.25, which prices
represented at least the fair market value of the Company's Common Stock on the
respective dates the options were granted, based on prior sales of the Company's
Common Stock. The table below sets for the total number of options issued to
each executive officer and director of the Company and the exercise price.
Messrs. Vukadinovic's and Silberman's options are exercisable until April 2006.
The remaining options expire at various times in 2006. All options were granted
in 1996 and no options were exercised in 1996.through December 31, 1999.

Percent of Total
Name of Executive Total Number of Options Granted Exercise Expiration
Officer or Director Options Issued to Employees Price Date
- -------------------- -------------- ---------------- -------- ----------

Borivoje Vukadinovic 1,458,067 53.3 [1] [1]
Ivan Zogovic 81,712 3.0 [2] [3]
Moigan Keywanfar 81,712 3.0 [2] [3]
Hamid Vaghar 50,000 1.8 $1.25 2008
S. William Yost 23,826 0.9 $2.94 2006
Donald E. Tormey 23,826 0.9 $2.94 2006
Sol Schalman 23,826 0.9 $2.25 2004
----------- -----
Totals 1,742,969 68.2

(1) Consists of 166,777 options exercisable at $.63 per share, 1.191,290
options exercisable at $6.25 per share and 100,000 options exercisable at $1.25
per share.
(2) Number of options and exercise prices; consists of 35,739 options
exercisable at $2.94 per share and 30,973 options exercisable at $1.68 per share
and 15,000 options exercisable at $1.25 per share as to each individual.
(3) Represents stock options to purchase up to 11,913 shares exercisable
until May 2006, 30,973 shares exercisable until April 2006, 23,826 shares
exercisable until April 2006 and 15,000 shares exercisable until December 16,
2008.

CERTAIN TRANSACTIONS

In April 1996 the Company executed a three-year employment agreement with
Mr. Vukadinovic, its Chief Executive Officer, and Mr. Silberman, its Chief
Financial Officer, providing for annual salaries of $95,000 and $60,000,
respectively. In connection with their employment, Messrs. Vukadinovic and
Silberman received options under the Plan to purchase 1,191,300 shares and
119,128 shares, respectively, of the Company's Common Stock. Mr. Silberman also
received 81,007 shares of Common Stock for services rendered valued at $0.42 per
share on the date of grant, or an aggregate value on such date of $34,000.

At December 31, 1997,1999, Mr. Vukadinovic was indebted to the Company in the
amount of $288,496.27$300,160 advanced by the Company under a credit facility granted to
Mr. Vukadinovic in the maximum amount of $350,000 and evidenced by three
promissory notes. The three promissory notes are unsecured; bear no interest at 10%
per annum and
are due on demand. Until December 31, 1996,The sums advanced to Mr. Vukadinovic was a 22.5% stockholder in Easy
Concepts, Inc. ("ECI"), an apparel customer of the Company. At December 31, 1996
and December 31, 1997, ECI was indebted to the Company for apparel purchases on
open account in the amounts of $1,182,202 and $218,457, respectively. On January
1, 1997 Mr. Vukadinovic returned all of his ECI stock to ECI for no
consideration. He elected to do so because he had received his ECI stock for
nominal consideration in the form of services rendered and he wanted to
eliminate any potential for conflict of interest causedwere primarily used by
his ECI
stockholdings. He was never an officer or director of ECI and ECI is no longer a
customer of the Company.

At December 31, 1997, ECI's indebtedness to the Company was $218,457. The
amount relates to apparel purchased through February 1997 and is therefore more
than 180 days past due. As the indebtedness was incurred on open account for
apparel purchases, the amount is not evidenced by a promissory note, no interest

has been charged and there is no maturity date for full payment. However, the
Company believed that ECI would pay off the remaining amount due by December
1997 and if it failed to do so, the Company was prepared to take such legal
action as was necessary to enforce its claim against ECI. At December 31, 1997,
ECI had $106,000 worth of pants at cost in the PII warehouse. The market value
of the pants is estimated to be $150,000, and it is ECI's intention to sell
those goodshim to pay indebtedness to the Company. To reflect the partial potential
uncollectibilitycertain medical and related expenses of ECI's indebtedness, the Company elected to take an allowance
of $83,000.a family member.

-6-

The Company believes that the goods will be sold by June 30, 1998
and the proceeds will be paid to the Company in their entirety.

The Company usesused a portion of a consolidating warehouse in Astoria, New
York for short-termshort- term storage and for consolidating services in connection with
finished goods imported from Macedonia pending pick up by the Company's
customers. Positive Influence, Inc. ("PII"), the owner of the warehouse and the
provider of the consolidating services, is a non-affiliated former customer of
the Company which was indebted to the Company in the amount of $115,210$86,851 at
December 31, 19971998 for goods previously purchased from the Company. The Company
is charged an average of approximately $10,000 per month for use of the
warehouse and for consolidating services provided by PII, which amount is
deducted from the amount owed by PII to the Company. PII also provides Easy
Concepts, Inc. ("ECI"), a former affiliate of the Company, with warehouse space
and consolidating services. Charges due from ECI to PII arewere also deducted from
the amount owed by PII to the Company and ECI payspaid such amounts directly to the
Company. Consolidating services involveinvolved accepting finished goods shipments,
combining the goods into larger quantities for pickup by, or delivery to,
customers and storage of the goods prior to customer acceptance.

In July 1997,1998, Mr. Vukadinovic personally guaranteed the Company's line
of credit with Merrill Lynch Business Financial Services Inc. in the amount of
$500,000. In November 1997, the line of credit was increasedImperial Bank up to a maximum amount of $1,500,000.$3,000,000.

The Company believes that the transactions described above were fair,
reasonable and consistent with the terms of transactions that the Company could
have entered into with non-affiliated third parties. All future transactions
with affiliates will be approved by a majority of the Company's disinterested
directors.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

AJ.A.J. Robbins, P.C., Denver, Colorado, conducted the audit of the
Company's financial statements for the year ended December 31, 1997.1999. It is the
Company's understanding that this firm is obligated to maintain audit
independence as prescribed by the accounting profession and certain requirements
of the Securities and Exchange Commission. As a result, the directors of the
Company do not specifically approve, in advance, non-audit services provided by
the firm, nor do they consider the effect, if any, of such services on audit
independence.

PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS

Any shareholders of record of the Company who desires to submit a
proper proposal for inclusion in the proxy materials relating to the next annual
meeting of shareholders must do so in writing and it must be received at the
Company's principal executive offices prior to the Company's fiscal year end.
The proponent must be a record or beneficial shareholder entitled to vote at the
next annual meeting of shareholders on the proposal and must continue to own the
securities through the date on which the meeting is held.

OTHER BUSINESS

Management of the Company is not aware of any other matters which
are to be presented to the Annual Meeting, nor has it been advised that other
persons will present any such matters.

-7-

However, if other matters properly come before the meeting, the individual named
in the accompanying proxy shall vote on such matters in accordance with his best
judgment.

The above notice and Proxy Statement are sent by order of the Board of
Directors.

Michael D. SilbermanHamid Vaghar,
Chief Financial Officer

May 4, 1998

929, 2000

-8-

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
RETROSPETTIVA, INC.
TO BE HELD JUNE 18, 1998JULY 6, 2000

The undersigned hereby appoints Borivoje Vukadinovic as the lawful agent and
Proxy of the undersigned (with all the powers the undersigned would possess if
personally present, including full power of substitution), and hereby authorizes
him to represent and to vote, as designated below, all the shares of Common
Stock of Retrospettiva, Inc., held of record by the undersigned on April 30,
1998,May 26, 2000,
at the Annual Meeting of Shareholders to be held June 18, 1998,July 6, 2000, or any
adjournment or postponement thereof.

1. ELECTION OF DIRECTORSDIRECTORS.

_____ FOR the election as a director of all nominees listed below
(except as marked to the contrary below).

_____ WITHHOLD AUTHORITY to vote for all nominees listed below.

NOMINEES:________________________________________________________

INSTRUCTION: Borivoje Vukadinovic, Hamid Vaghar, Ivan Zogovic, Mojgan
Keywanfar, S. William Yost, Donald Tormey and Sol Schalman.

INSTRUCTIONS: To withhold authority to vote for individual nominees,
------------- write their names in the space provided below.

________________________________________________________________________________-----------------------------------------------------------

2. In his discretion, the Proxy is authorized to vote upon any matters
which may properly come before the Annual Meeting, or any adjournment or
postponement thereof.

It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS NAMED IN ITEM 1 ABOVE.PROPOSAL 1.

The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said Proxy may do by virtue hereof.

Please sign exactly as name appears below. When shares are held by joint
tenants, both should 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 officer. If a
partnership, please sign in partnership name by authorized person.

Dated:____________________________ ____________________________________
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Signature

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Signature, if held jointly

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

____________________________________
Signature, if held jointly[ ] PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING
OF SHAREHOLDERS. _____