CIMETRIX INCORPORATED
6979 South High Tech Drive
Salt Lake City, Utah 84047-3757

April 30, 2001

Dear Share Owner:

On behalf of the Board of Directors and management, we cordially invite
you to attend the Annual Meeting of Cimetrix Incorporated, which will be held on
Saturday, June 2, 2001, at 9:00 a.m. in the Marriott Hotel, 75 South West
Temple, Salt Lake City, Utah.

At the meeting, your Board is asking you to elect four directors, to
amend the Company's 1998 Stock Option Plan to authorize an additional 1,000,000
shares of common stock to be made available for issuance under the plan, to
ratify the appointment of Tanner + Co. as the Company's independent accountants,
and to transact such other business as may properly come before the meeting or
any adjournment thereof. These proposals are fully set forth in the accompanying
proxy statement, which you are urged to read thoroughly. We will also report on
the progress of the Company.

It is important that your shares are represented and voted at the
meeting whether or not you plan to attend. Accordingly, you are requested to
sign, date and mail the enclosed proxy in the envelope provided at your earliest
convenience.

Thank you for your cooperation.

Very truly yours,

By: /s/ Robert H. Reback By: /s/ David P. Faulkner
------------------------------- ----------------------
Robert H. Reback David P. Faulkner
Office of the President Office of the President

CIMETRIX INCORPORATED
6979 South High Tech Drive
Salt Lake City, Utah 84047-3757

NOTICE OF 2001 ANNUAL MEETING OF SHARE OWNERS

Meeting Date: June 2, 2001

TO OUR SHARE OWNERS:

The Annual Meeting of the Share Owners of Cimetrix Incorporated, a
Nevada corporation (the "Company"), will be held on June 2, 2001, commencing at
9:00 a.m., in the Marriott Hotel, 75 South West Temple, Salt Lake City, Utah, to
consider and vote on the following matters described in this notice and the
accompanying Proxy Statement:

1. To elect four directors to the Company's Board of Directors to
serve for one-year terms.

2. To amend the Company's 1998 Stock Option Plan to authorize an
additional 1,000,000 shares of common stock to be made
available for issuance under the plan.

3. To ratify the appointment of Tanner + Co. as the Company's
independent public accountants.

4. To transact such other business as may properly come before
the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on May 1, 2001
as the record date for determination of share owners entitled to vote at the
Annual Meeting or any adjournments thereof, and only record holders of Common
Stock at the close of business on that day will be entitled to vote. At the
record date, 24,457,690 shares of Common Stock were issued and outstanding.

TO ASSURE REPRESENTATION AT THE ANNUAL MEETING, SHARE OWNERS ARE URGED
TO SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE
POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE. ANY SHARE OWNER ATTENDING
THE ANNUAL MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE PREVIOUSLY RETURNED A
PROXY. A PROXY MAY BE REVOKED BY WRITTEN REVOCATION DELIVERED TO THE COMPANY AT
ANY TIME PRIOR TO THE ANNUAL MEETING.

By Order of the Board of Directors,

By: /s/ Riley G. Astill
--------------------------
Riley G. Astill
Vice President of Finance and Secretary
April 30, 2001
Salt Lake City, Utah

CIMETRIX INCORPORATED
6979 South High Tech Drive
Salt Lake City, Utah 84047-3757

PROXY STATEMENT

2001 ANNUAL MEETING OF SHARE OWNERS
Meeting Date: June 2, 2001

This Proxy Statement is being sent on or about May 7, 2001 in
connection with the solicitation of proxies by the Board of Directors of
Cimetrix Incorporated, a Nevada corporation (the "Company" or "Cimetrix"). The
proxies are for use at the 2001 Annual Meeting of the Share Owners of the
Company, which will be held on June 2, 2001, commencing at 9:00 a.m., in the
Marriott Hotel, 75 South West Temple, Salt Lake City, Utah, and at any meetings
held upon adjournment thereof (the "Annual Meeting"). The record date for the
Annual Meeting is the close of business on May 1, 2001 (the "Record Date"). Only
holders of record of the Company's Common Stock on the Record Date are entitled
to notice of the Annual Meeting and to vote at the Annual Meeting.

A proxy card is enclosed. Whether or not you plan to attend the Annual
Meeting in person, please sign, date and return the enclosed proxy card as
promptly as possible in the postage-prepaid envelope provided, to ensure that
your shares will be voted at the Annual Meeting. Any share owner who returns a
proxy has the power to revoke it at any time prior to its effective use by
filing with the Secretary of the Company an instrument revoking it or a duly
executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person. Unless contrary instructions are given, any such proxy, if not
revoked, will be voted at the Annual Meeting for the four nominees for election
as directors, to amend the Company's 1998 Stock Option Plan to authorize an
additional 1,000,000 shares of common stock to be made available for issuance
under the plan , and to ratify the appointment of Tanner + Co. as the Company's
independent public accountants, as set forth in this Proxy Statement.

At the Record Date, May 1, 2001, there were 24,457,690 shares of the
Company's Common Stock issued and outstanding. The presence, either in person or
by proxy, of persons entitled to vote a majority of the Company's outstanding
Common Stock is necessary to constitute a quorum for the transaction of business
at the Annual Meeting. Abstentions and broker non-votes are counted for purposes
of determining a quorum, but are not considered as having voted for purposes of
determining the outcome of a vote. No other voting securities of the Company
were outstanding at the Record Date.

Holders of the Common Stock have one vote for each share on any matter
that may be presented for consideration and action by the share owners at the
Annual Meeting. In order for action to be taken on any matter, it must receive a
majority of the votes present and voting in person or by proxy except the
election of directors. Directors may be elected by a plurality vote. The four
nominees for director receiving the highest number of votes at the Annual
Meeting will be elected. Unless instructed otherwise, the shares represented by
proxies to management will be voted for the named nominees, to amend the
Company's 1998 Stock Option Plan to authorize an additional 1,000,000 shares of
common stock to be made available for issuance under the plan, and to ratify the
appointment of Tanner + Co. as the Company's independent public accountants.

-1-

The cost of preparing, assembling, printing and mailing this Proxy
Statement and the accompanying form of proxy, and the cost of soliciting proxies
relating to the Annual Meeting, will be borne by the Company. The Company may
request banks and brokers to solicit their customers who beneficially own Common
Stock listed of record in names of nominees, and will reimburse such banks and
brokers for their reasonable out-of-pocket expenses for such solicitations. The
solicitation of proxies by mail may be supplemented by telephone, telegram and
personal solicitation by officers, directors and regular employees of the
Company, but no additional compensation will be paid to such individuals.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Nominees

The Board of Directors has determined that the four directors named
below will be nominated for election as directors at the Annual Meeting. Each
nominee has consented to being named in the Proxy Statement as a nominee for
election as director and has agreed to serve as director if elected.

The Board of Directors has advised the Company that it intends at the
Annual Meeting to vote the shares covered by the proxies for the election of the
nominees named below. If any one or more of such nominees should for any reason
become unavailable for election, the Board of Directors may vote for the
election of such substitute nominees as the Board of Directors may propose. The
accompanying form of proxy contains a discretionary grant of authority with
respect to this matter.

The nominees for election as directors at the Annual Meeting are set
forth below.

Director or Position with
Name Age Officer since the Company
---- --- ------------- -----------
Lowell K. Anderson, D.M.D. 58 January 1998 Director
Richard Gommermann 44 April 2001 Director
Joe K. Johnson 43 April 2001 Director
Randall A. Mackey, Esq. 55 January 1998 Director

Biographical Information

There is no family relationship among the current directors and
executive officers. The following sets forth brief biographical information for
each director of Cimetrix.

Lowell K. Anderson, D.M.D. has been a director of Cimetrix since January
1998. Dr. Anderson has practiced Oral and Maxillofacial Surgery from 1975 to the
present. From 1973 to 1975, Dr. Anderson served as a Major in the United States
Air Force. From 1970 to 1973, Dr. Anderson did his residency at Mayo Clinic and
the Mayo Graduate School of Medicine. Dr. Anderson graduated from the University
of Louisville Dental School with honors in 1966. Dr. Anderson is currently a
member of the Brigham Young University Alumni Board. Dr. Anderson also served as
President of the Western Society of Oral and Maxillofacial Surgeons,
representing over 600 surgeons.
-2-

Richard Gommermann was appointed as a director on April 17, 2001. Mr.
Gommermann is President and COO of GiantRewards, Inc., an e-promotions and
offline marketing and technology company. Prior to co-founding GiantRewards, Mr.
Gommermann spent 16 years at US West in various marketing, finance, legal, and
sales positions. In his last position at US West he managed a $140 million
distribution channel. Mr. Gommermann received B.A., M.A. and M.B.A degrees from
Creighton University in Omaha, Nebraska. He also spent 18 months pursuing
graduate studies at Gutenberg University in Mainz, Germany.

Joe K. Johnson was appointed as a director on April 17, 2001. Mr. Johnson
attended the University of Utah, majoring in finance. He left the University of
Utah in 1983, to pursue a career in the insurance industry. He became President
of Aspen Finance, a Salt Lake City insurance agency for the next 15 years. Since
1998, Mr. Johnson has been the Manager of Aspen Capital Resources, LLC, an
investment company that provides bridge financing to public companies in second
or third stage capitalization. Over that period, Aspen has financed 12
companies, and is currently a major shareholder in several firms. Mr. Johnson
served as a director of Covol Technologies, Inc., from 1998 to 1999, and is
currently serving as a director of First Scientific, Inc.

Randall A. Mackey has been a director of Cimetrix since January 1998. Mr.
Mackey has been president of the Salt Lake City law firm of Mackey, Price &
Williams since 1992, and a shareholder and director of the firm and its
predecessor firms since 1989. From 1979 to 1989 he practiced law with the Salt
Lake City law firm of Fabian & Clendenin, where he was a shareholder and
director of the firm from 1982 to 1989. From 1977 to 1979 Mr. Mackey was
associated with the Washington, D.C. law firm of Hogan & Hartson. Mr. Mackey
received a B.S. degree in Economics from the University of Utah in 1968, an
M.B.A. degree from Harvard University in 1970, a J.D. degree from Columbia
University in 1975 and a B.C.L. degree from Oxford University in 1977. He has
served as a director since January 2000 and from November 1995 to September 1998
of Paradigm Medical Industries, Inc., which develops, manufactures and sells
ophthalmic surgical systems. Mr. Mackey has also served as Chairman of the Board
since July 2000 and as a trustee since 1993 of Salt Lake Community College.

Board Meetings and Committees

The Company's Board of Directors met ten times during 2000. Each of the
Company's directors attended at least 75% of the meetings of the Board of
Directors. All directors of the Company hold office until the next annual
meeting of share owners and until their successors have been elected and
qualified.

The Company has Audit and Compensation Committees with its Board of
Directors, all of which are independent directors, serving in its entirety as
these committees.

Report of the Audit Committee

The audit committee met once during 2000 to review the results of the
1999 audit by Tanner + Co., the Company's independent accountants. This
committee has not met in 2001 to review the 2000 audit by Tanner + Co., and has
no audit committee report or audit committee charter to issue at this time.

-3-

EXECUTIVE OFFICERS

The following table sets forth certain biographical information with
respect to the executive officers of the Company:

Name Age Title
- ---- --- -----
David P. Faulkner 46 Office of the President, Executive Vice President
of Marketing

Robert H. Reback 41 Office of the President, Executive Vice President
of Sales

Steven D. Hausle 50 President Semiconductor Division

Michael D. Feaster 30 Vice President of Software Development

Steven K. Sorensen 42 Vice President and Chief Engineer

Riley G. Astill 40 Vice President of Finance, Chief Financial
Officer

David P. Faulkner, Office of the President and Executive Vice President of
Marketing, joined the Company in August 1996. Mr. Faulkner was previously
employed as the Manager of PLC Marketing, Manager of Automotive Operations and
District Sales Manager for GE Fanuc Automation, a global supplier of factory
automation computer equipment specializing in programmable logic controllers,
factory software and computer numerical controls from 1986 to 1996. Mr. Faulkner
has a B.S. degree in Electrical Engineering and a M.B.A. degree from Rensselaer
Polytechnic Institute.

Robert H. Reback, Office of the President and Executive Vice President of
Sales, joined Cimetrix as Vice President of Sales in January 1996 and was
promoted to Executive Vice President of Sales and Marketing in January, 1997.
Mr. Reback was the District Manager of Fanuc Robotics' West Coast business unit
from 1994 to 1995. From 1985 to 1993 he was Director of Sales/Account Executives
for Thesis, Inc., a privately-owned supplier of factory automation software and
was previously a Senior Automation Engineer for Texas Instruments. Mr. Reback
has a B.S. degree in Mechanical Engineering and an M.S. degree in Industrial
Engineering from Purdue University.

Steven D. Hausle, President Semiconductor Division, joined Cimetrix in May
2000. Prior to coming to Cimetrix Mr. Hausle was Executive Vice President for GW
Associates from 1998 to 2000, which is a privately owned software developer. As
President of the sales and marketing firm Bridgetek, Inc. from 1988 to 1998 he
brought leading edge technology start-up firms to market. From 1986 to 1988 Mr.
Hausle was Vice President Sales and Marketing for Flexible Manufacturing
Systems, a very early adopter of Automated Material handling and CIM software.
From 1983 to 1986 he was a key member of the management team that started
Prometrix Inc., which is now part of KLA-Tencor. Mr. Hausle holds a B.S. degree
from Santa Clara University.

-4-

Michael D. Feaster, Vice President of Software Development, joined the
Company in April 1998, as Director of Customer Services. In December 1998, Mr.
Feaster was promoted to Vice President of Software Development. From 1994 to
1998, Mr. Feaster was employed at Century Software, Inc., as the Vice President
of Software Development, directing 25 engineers. Century Software, Inc., is a
global supplier of PC to UNIX connectivity software, specializing in internet
access of Windows to legacy mission critical applications. From 1988 to 1994 he
served as a software engineer contractor/subcontractor for such companies as
Fidelity Investments, IAT, Inc., NASA, and Mexico's Border Inspection Division.

Dr. Steven K. Sorensen, Vice President and Chief Engineer, joined the
Company in 1990. Prior to joining Cimetrix, Dr. Sorensen was an Associate
Professor at Brigham Young University, where he received his Ph.D. degree in
Mechanical Engineering. Dr. Sorensen has been working to develop the Cimetrix
technology for the past twelve years and is one of the principal architects of
many of the Company's most important products.

Riley G. Astill, Vice President of Finance, Chief Financial Officer,
originally joined Cimetrix as Controller, in July 1994. He remained Controller
until October 1996, when he left the Company prior to its moving to Tampa, FL.
Mr. Astill rejoined Cimetrix as Vice President of Finance in December 1997. Mr.
Astill was Controller of Art Beats, Inc., a privately held Salt Lake City
publisher from 1991 to 1994. From 1990 to 1991, he was a Senior Accountant for
Oryx Energy Company. From 1988 to 1990 he was an accountant for Ernst & Young in
Dallas. He has a B.S. degree in Accounting from the University of Utah and a
M.A. degree from Utah State University.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Director Compensation

Directors of the Company receive no cash compensation, but are
reimbursed for expenses. Each director (but not including directors who are
officers or employees) is granted stock options to purchase 24,000 shares of
common stock at an exercise price per share in excess of the market price at the
time of grant. Vested options become exercisable six months after vesting. The
following table summarizes the options held by each of the Company's directors.

Director Exercise Exercise
Name Price $2.50 Price $3.50
---- ----------- -----------

Lowell K. Anderson 56,000 24,000
Joe K. Johnson 0 0
Richard Gommerman 0 0
Randall A. Mackey 56,000 24,000

-5-

Executive Officer Compensation

The following table discloses compensation, for the three fiscal years
ended December 31, 2000, 1999 and 1998, paid by the Company to the named
executive officers whose annual compensation equals or exceeds $100,000
(collectively the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

Long-Term Compensation
----------------------------------------------------------
Annual Compensation Awards Payout
------------------------------------ ---------------------------- ---------------------------
Restricted Securities Long-term
Stock Underlying Incentive All Other
Name and Principal Position Year Salary($) Bonus Other Awards ($) Options Payout ($) Compensation
- ------------------------------- --------- ----- ----- ---------- ---------- ---------- ------------

Robert H. Reback, Office of 2000 120,000 20,000 (5) 0 0 100,000 0 3,470 (1)
the President, Executive 1999 120,000 0 0 0 0 0 3,036 (1)
Vice President of Sales 1998 120,000 20,000 (5) 0 4,000 200,000 0 3,036 (1)

David P. Faulkner, Office of 2000 120,000 15,000 (5) 0 0 100,000 0 3,470 (2)
the President, Executive 1999 120,000 0 0 0 100,000 0 2,836 (2)
Vice President Marketing 1998 100,000 0 0 0 100,000 0 2,553 (2)

Steven D. Hausle, President 2000 128,333 0 0 0 200,000 0 3,269 (3)
Semiconductor Division 1999 n/a
1998 n/a

Michael D. Feaster, Vice 2000 110,000 10,000 (5) 0 0 100,000 0 1,008 (4)
President of Software Dev. 1999 100,000 0 0 0 65,000 0 753 (4)
1998 59,000 0 0 0 35,000 0 451 (4)
- -------------------

(1) Includes matching contributions of $2,400, $2,200 and $2,200 to the
Company's 401k plan for years 2000, 1999 and 1998, respectively. Also
includes $1,070, $836 and $836 for term life insurance premiums in
2000, 1999 and 1998, respectively.

(2) Includes matching contributions of $2,400, $2,000 and $1,800 to the
Company's 401k plan for 2000, 1999 and 1998, respectively. Also
includes $1,070, $836 and $753 for term life insurance premiums in
2000, 1999 and 1998, respectively.

(3) Includes matching contributions of $2,567 to the Company's 401k plan
for year 2000. Also includes $702 for term life insurance premiums in
2000.

(4) Includes $1,008,$753 and $451 for term life insurance premiums in 2000,
1999 and 1998, respectively.

(5) Bonus amounts listed on the table are shown in the year they were
earned. Actual payments were made in the subsequent fiscal period.

-6-

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information regarding the grant
of stock options to the person named in the Summary Compensation Table during
the fiscal year ended December 31, 2000.

Individual Grants
------------------------------------------------------------ Potential Realizable
Number of Percent of Value at Assumed
Securities Total Options Annual Rates of Stock
Underlying Granted to Exercise Price Appreciation for
Options Employees in Price Per Expiration Option Term ($) (1)
Name Granted (#) Fiscal Year Share ($) Date 5% 10%
- ---- ----------- ------------- --------- ---------- --- ---

Robert H. Reback 100,000 15 3.00 1/31/05 382,880 483,150
David P. Faulkner 100,000 15 3.00 1/31/05 382,880 483,150
Steven D. Hausle 200,000 29 3.50 7/13/05 893,397 1,127,360
Michael D. Feaster 100,000 15 3.00 1/31/05 382,880 483,150

- ------------
(1) Potential realizable value is based on the assumption that the common stock
of the Company appreciates at the annual rate shown (compounded annually)
from the date of grant until the expiration of the 5 year option term,
using the exercise price of each option as the beginning value. The real
value of the options depends on the actual appreciation of the value of the
Company's common stock. These numbers do not reflect the Company's
estimates of future stock price growth and no assurance exists that the
price of the Company's common stock will appreciate at the rates assumed in
the table.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquired Fiscal Year-End (#) Fiscal Year-End ($)(1)
On Exercise Value ------------------------------ --------------------------
Name (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------ ----------- ------------- ----------- -------------

Robert H. Reback 0 0 185,000 115,000 0 0
David P. Faulkner 0 0 150,000 150,000 0 0
Steven D. Hausle 0 0 0 200,000 0 0
Michael D. Feaster 0 0 75,000 125,000 0 0

- -------------
(1) Closing market value of the Company's common stock at December 31, 2000, of
$1.31, minus the respective exercise prices of $2.50, $3.00, or $3.50.

-7-

REPORT ON EXECUTIVE OFFICER COMPENSATION

The Board of Directors reviewed and approved the compensation and fringe
benefits for the Company's officers, consisting of six persons. The Board
evaluates the performance of all officers, and administers the Company's
compensation program for its officers.

Compensation Philosophy

The Company's compensation philosophy for officers conforms to its
compensation philosophy for all employees generally. The Company's compensation
is designed to:

o Provide compensation comparable to that offered by companies with
similar business, allowing the Company to successfully attract and
retain the employees necessary to its long-term success.

o Provide compensation that rewards individual achievement and
differentiates among employees based upon individual performance.

o Provide incentive compensation that varies according to both the
Company's success in achieving its performance goals and the
employee's contribution to that success; and

o Provide an appropriate linkage between employee compensation and
the creation of share owner value through awards that are tied to
the Company's financial performance and by facilitating employee
stock ownership.

In furtherance of these goals, the Company's officers' compensation comprises
salary, annual cash bonuses, long-term incentive compensation in the form of
stock options and various fringe benefits, including medical benefits and a
401(k) savings plan.

Salaries

The Board of Directors reviewed the salaries of all the officers of the
Company for fiscal year 2000. The Board of Directors made salary decisions
concerning the officers based upon a variety of considerations in conformance
with the compensation philosophy stated above. First, salaries were
competitively set relative to both other companies in the software industry and
other comparable companies. Second, the Board of Directors considered each
officer's level of responsibility and individual performance, including an
assessment of the person's overall value to the Company. Third, internal equity
among employees was factored into the decision. Finally, the Board of Directors
considered the Company's financial performance and its ability to absorb any
increases in salaries.

Bonuses

Each officer is eligible to receive an annual cash bonus that is
generally paid pursuant to an incentive compensation formula established at the
beginning of a year in connection with the preparation of the Company's
operating budget for the year. In formulating decisions with respect to cash
bonus awards, the Board of Directors evaluates each officer's role and
responsibility in the Company and other factors that the Board deems relevant to
motivate each officer to achieve strategic performance goals.

-8-

Stock Options

The Company has a stock option plan that is designed to align the
interests of the share owners and the Company's officers in the enhancement of
share owner value. Stock options are granted under the plan by an administrative
committee comprising disinterested members of the Board of Directors. In
general, stock options are granted at an exercise price not lower than the fair
market value of the Company's Common Stock on the date of grant. In formulating
its recommendations to the administrative committee for the stock option plan,
the Board of Directors evaluates the Company's overall financial performance for
the year, the desirability of long-term service from an officer and the number
of stock options held by other officers in the Company who have the same, more
or less responsibility. To encourage long-term performance, the stock options
granted in fiscal year 2000 vest ratably over a four-year period and expire up
to five years after the date of grant.

Chief Executive Officer Compensation

At January 31, 2001, both Robert H. Reback and David P. Faulkner were
appointed to the Office of the President to fulfill the duties of the President
and Chief Executive Officer of the Company. The total compensation for these two
individuals for fiscal year 2000 is disclosed in the "Summary Compensation
Table" above, and primarily consisted of salary and stock options.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 1, 1999 the Company entered into a new agreement with
Bicoastal Holding Company providing for the continued services of Paul A.
Bilzerian, as President and Chief Executive Officer of Cimetrix. The agreement
required that the Company pay Bicoastal Holding Company for his services at a
rate of $10,000 per month for his services through December 31, 2000, and a
$1,500 monthly living allowance. On September 15, 2000, Mr. Bilzerian resigned
from the Board of Cimetrix and the Company hired Mr. Bilzerian directly as
President of the Company, buying out the remainder of the contract with
Bicoastal Holding Company for $35,750. On January 30, 2001, Mr. Bilzerian
resigned his position as President and as an employee of Cimetrix.

In February 2000, the Company contracted to purchase a 2000 Mitsubishi
Eclipse automobile for Paul A. Bilzerian, then President and Chief Executive
Officer of the Company, and his family. The purchase agreement requires the
Company to make monthly payments of approximately $588 over a period of 60
months, beginning February 1, 2001. The Company has also been providing
insurance coverage on the automobile. Terri L. Steffen, wife of Mr. Bilzerian,
has agreed to make all payments under the purchase agreement and to reimburse
the Company for the insurance costs. As of April 30, 2001, Ms. Steffen has made
all required payments under the purchase agreement.

On January 18, 2001, the Company loaned Paul A. Bilzerian, then
President and Chief Executive Officer, a total of $22,000 to pay for legal
expenses. Mr. Bilzerian signed a Promissory Note with the Company, which
requires the payment of the outstanding principal balance of the Note plus
accrued interest at the rate of 10% annually upon demand. Lowell K. Anderson, a
director of the Company, signed an Unconditional Guarantee, which guarantees
payment of the Note, and a Stock Pledge Agreement, in which Mr. Anderson pledged
10,000 shares of the Company's common stock to secure the loan.

-9-

The Company has been contacted by the Washington D.C. law firm of Shaw
Pittman claiming that the Company owes the firm $36,605 in additional legal fees
and expenses for the legal services it provided to Mr. Bilzerian. Shaw Pittman
maintains that the Company is responsible for the payment of these fees inasmuch
as Mr. Bilzerian signed a fee agreement with the firm, both individually and as
President of Cimetrix guaranteeing payment of all legal expenses. Mr. Bilzerian
maintains that he expressly notified Shaw Pittman not to provide any legal
services for him at a cost greater than $22,000. The Company has not paid these
additional legal fees and expenses that Shaw Pittman claims it is owed.

In January 2000, the Company increased its holdings in its Japanese
affiliate, Aries, Inc., by investing an additional $478,000, for the purchase of
an additional 500 shares of Aries stock, bringing the Company's holdings to 600
shares. The 500 shares were purchased in a sale of 2,950 shares by Aries, Inc.,
which brought the Company's total ownership in Aries to approximately 18%. On
December 31, 2000, the Company's ownership percentage of Aries, Inc. was
approximately 12%, due to the sale of additional shares by Aries, Inc. in
December of 2000. Aries, Inc. is the Company's distributor in Japan and sales to
Aries represented 5% of the Company's total sales in 2000.

In May 2000, the Company purchased a residential property, which it
immediately re-sold to Michael D. Feaster, Vice President of the Company. The
Company held a 10% note with a principal balance of $417,557, secured by the
property. Interest payments were received twice monthly, with the principal
being due May 31, 2002. On April 3, 2001, Mr. Feaster paid $379,200, leaving a
balance due on the note in the amount of approximately $38,357. On April 27,
2001, Mr. Feaster paid the note in full.

Randall A. Mackey, a director of the Company, is President and a
shareholder of the law firm of Mackey Price & Williams, which has rendered legal
services to the Company. Legal fees and expenses paid to Mackey Price & Williams
for fiscal years ending December 31, 1999 and 2000 totaled $33,371 and $27,964,
respectively.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and greater than 10% shareholders to
file reports of ownership (on Form 3) and periodic changes in ownership (on
Forms 4 and 5) of Company securities with the Securities and Exchange
Commission.

For the fiscal year 2000, each of Dr. Lowell K. Anderson and Randall A.
Mackey, directors of the Company, were late in filing a Form 5, Annual Statement
of Beneficial Ownership, that disclosed a grant of 24,000 additional stock
options. Steven K. Sorensen, Vice President, was late in filing a Form 5 that
disclosed the disposal of 5,000 shares of common stock in a gift transaction.

-10-

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to beneficial
ownership of the Company's common stock (inclusive of options or warrants), as
of April 12, 2001, for (i) each executive officer of the Company; (ii) each
director of the Company; and (iii) each beneficial owner of more than 5% of the
Company's common stock; and (iv) all executive officers and directors as a
group:

Name of Person of Group Number of Shares Percent of Ownership (11)
- ----------------------- ---------------- -------------------------

Overseas Holdings Limited Partnership 2,900,000 (1) 11.9% (1)
Park Tower, Suite 2630
400 North Tampa Street
Tampa, Florida 33602

1994 Bilzerian Irrevocable Trust 2,315,000 (2) 9.5% (2)
Park Tower, Suite 2630
400 North Tampa Street
Tampa, Florida 33602

Bicoastal Holding Company 280,000 (3) 1.1% (3)
16229 Villarreal de Avila
Tampa, FL 33613

Joe K. Johnson 1,466,361 6.0%
8989 South Schofield Circle
Sandy, Utah 84093

Dr. Lowell K. Anderson 235,450 (4) *
2848 North Foothill Drive
Provo, Utah 84604

Randall A. Mackey 80,000 (5) *
1474 Harvard Ave
Salt Lake City, UT 84105

Richard Gommermann 197,850 *
515 Ash Street
Denver, CO 80220

Robert H. Reback 186,000 (6) *
600 Daybreaker Drive
Park City, UT 84098

Steven K. Sorensen 322,390 (7) 1.3%
1052 E. Meadow Circle
Alpine, UT 84004

Michael D. Feaster 75,000 (8) *
7577 South Butler Hills Dr.
Salt Lake City, UT 84121

-11-

David P. Faulkner 152,500 (9) *
8803 South Willow Green Drive
Sandy, UT 84093

Steven D. Hausle 0 *
23444 Sky View Terrace
Los Gatos, CA 95033

Riley G. Astill 62,500 (10) *
2312 South 200 East
Bountiful, UT 84010

Executive Officers and directors 2,778,051 11.0%
as a group (10 persons)
- --------------------------------
* Less than 1%.

(1) Paul A. Bilzerian, who resigned as President and CEO of Cimetrix effective
January 30, 2001, and resigned as director effective September 15, 2000, is
married to Terri L. Steffen, the beneficiary of the Paul A. Bilzerian and Terri
L. Steffen Family Trust of 1995, which is the beneficial owner of these shares
as it is the 99% limited partner of Overseas Holdings Limited Partnership. Paul
A. Bilzerian disclaims any beneficial ownership of these shares.

(2) The Paul A. Bilzerian and Terri L. Steffen 1994 Irrevocable Trust for
the Benefit of Adam J. Bilzerian and Dan B. Bilzerian owns 2,315,000 shares.
Paul A. Bilzerian (see note 1 above), and Terri L. Steffen, are the parents of
Adam J. Bilzerian and Dan B. Bilzerian. Paul A. Bilzerian and Terri L. Steffen
disclaim any beneficial ownership of this stock. The Trust is irrevocable and
has independent trustees responsible for the affairs of the Trust.

(3) The Company had previously contracted with Bicoastal Holding Company, for
the services of Paul A. Bilzerian, as President of Cimetrix. The contract with
Bicoastal was bought out on September 15, 2000.

(4) Includes 80,000 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable.

(5) Includes 80,000 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable.

(6) Includes 185,000 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable.

(7) Includes 75,000 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable.

(8) Includes 75,000 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable.

(9) Includes 150,000 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable. Also includes 2,500 shares of
common stock which may be acquired upon exercise of warrants which are presently
exercisable.

(10) Includes 62,500 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable.

(11) All applicable percentage ownership is based on 24,457,690 shares of common
stock outstanding as of the Record Date together with applicable options and
warrants for the share owners. Shares of common stock subject to options
currently exercisable or exercisable within 60 days after the Record Date, are
deemed outstanding for computing the percentage ownership of the person holding
the options, but are not deemed outstanding for computing the percentage of any
other person.

PROPOSAL NO. 2

APPROVAL OF AMENDMENT TO THE 1998 STOCK OPTION PLAN

The Board of Directors adopted on April 30, 2001, subject to the
approval by the shareholders, an amendment (the "2001 amendment") to the
Company's 1998 Stock Option Plan. The 2001 Amendment increases from 2,000,000 to
3,000,000 the number of shares of the Company's common stock available for
issuance under the 1998 Stock Option Plan.

The Company has in the past used, and intends in the future to use,
stock options as incentive devices to motivate and compensate its salaried
officers and other key employees, and believes that equity incentives
represented by stock options enhances the Company's ability in attracting and
retaining the best possible persons for positions of significant responsibility
by providing its officers and other key employees with additional incentives to
contribute to the Company's success.

Management further believes the availability of such equity incentives
has served, and will continue to serve, an important part of the implementation
of the Company's acquisition strategy. As of April 30, 2001, options to purchase
an aggregate of 27,500 shares of common stock have been exercised under the 1998
stock option plan; as of such date, options to purchase 1,548,000 shares of
common stock were outstanding under the 1998 Stock Option plan. Accordingly,
only options to purchase 424,500 shares remain available for future grants under
the 1998 Stock Option Plan as of such date.

The Board of Directors recommends that the shareholders vote "for"
approval of the 2001 Amendment.

PROPOSAL NO. 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS.

The Audit Committee has recommended and the Board of Directors has
appointed Tanner + Co., to serve as the Company's auditors for the fiscal year
ended December 31, 2001. Tanner + Co. has audited the Company's financial
statements since fiscal 1997. Representatives from the firm are expected to be
present at the Annual Meeting of Shareholders and will be given the opportunity
to respond to appropriate questions.

The Board of Directors recommends that the shareholders vote "for"
ratification of the appointment of Tanner + Co. as the Company's independent
public accountants for fiscal 2001.

PERFORMANCE GRAPH

The following graph shows a comparison of the five year cumulative
total return for the Company's Common Stock, the Nasdaq Stock Market (U.S.)
Index, and the Nasdaq Computer and Data Processing Stocks Index, assuming an
investment of $100 on December 31, 1995. The cumulative return of the Company
was computed by dividing the difference between the price of the Company's
Common Stock at the end and the beginning of the measurement period (December
31, 1995 to December 31, 2000) by the price of the Company's Common Stock at the
beginning of the measurement period.

[GRAPHIC OMITTED]

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors retained Tanner + Co. as the Company's
independent public accountants for the fiscal years ended December 31, 1997,
1998, 1999 and 2000, which included reviews of the Company's financial
statements included in quarterly reports on Form 10-Q for the year 2000. The
Board of Directors has appointed Tanner + Co. as its independent auditors for
2001 and for reviews of its reports on Form 10-Q for 2001.

During 2000, the Company paid $35,100 to Tanner + Co. for professional
services for the audit of its annual financial statements and for reviews of the
financial statements included in its reports on Form 10- Q. During 2000, the
Company paid $3,425 to Tanner + Co. for tax preparation, filing and tax advisory
services. Tanner + Co. performed no other services for the Company in 2000.

ANNUAL REPORT

A copy of the Company's Annual Report, including financial statements
for the years ended December 31, 2000, 1999 and 1998, is being mailed with this
Proxy Statement to share owners of record on the Record Date.

SHARE OWNERS PROPOSALS

Share owners who wish to include proposals for action at the Company's
2002 Annual Meeting of Share owners in next year's proxy statement must, in
addition to other applicable requirements, cause their proposals to be received
in writing by the Company at its address set forth on the first page of this
Proxy Statement no later than January 1, 2002. Such proposals should be
addressed to the Company's Secretary and may be included in next year's proxy
statement if they comply with certain rules and regulations promulgated by the
Securities and Exchange Commission.

OTHER MATTERS

Management knows of no matters other than those listed in the attached
Notice of the Annual Meeting, which are likely to be brought before the Annual
Meeting. However, if any other matters should properly come before the Annual
Meeting or any adjournment thereof, the persons named in the enclosed proxy will
vote all proxies given to them in accordance with their best judgment of such
matters.

By Order of the Board of Directors,

By: /s/ Riley G. Astill
-----------------------
Riley G. Astill
Vice President of Finance and Secretary

Salt Lake City, Utah
April 30, 2001