SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exch
ange Act of 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/X/Preliminary Proxy Statement
/ /Definitive Proxy Statement
/ /Definitive Additional Materials
/ /Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12

PLASMA-THERM, INC.
(Name of Registrant as Specified in its Charter)

PLASMA-THERM, INC.
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box)

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), or
14a-6(i)(2).

/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11:

4) Proposed maximum aggregate value of transaction:

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

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

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4) Date Filed:

PLASMA-THERM, INC.

Notice of Annual Meeting of Shareholders
April 30, 1996

TO THE SHAREHOLDERS:

The Annual Meeting of Shareholders of Plasma-Therm, Inc. (the
"Company") will be held at the Company's headquarters, 9509
International Court, St. Petersburg, Florida 33716, on Tuesday,
April 30, 1996, at 10:00 a.m., Local Time, for the following
purposes:

1. To elect three directors of the Company to serve until the
next Annual Meeting of Shareholders and until their successors
are duly elected and qualified; and

2. To further amend the Company's Articles of Incorporation, as
amended, to eliminate the right of the shareholders to act by
written consent without holding a meeting.

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

The Board of Directors has selected the close of business on
March 7, 1996 as the record date for the determination of
Shareholders entitled to notice of and to vote at this Annual
Meeting and any adjournment or postponement thereof.

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, YOU ARE URGED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
SELF-ADDRESSED ENVELOPE ENCLOSED FOR YOUR CONVENIENCE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY
REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED AT THE MEETING
BY GIVING WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY, BY
DELIVERING TO THE SECRETARY OF THE COMPANY A DULY EXECUTED PROXY
BEARING A LATER DATE OR BY APPEARING AT THE MEETING AND VOTING BY
WRITTEN BALLOT IN PERSON.

By Order of the Board of Directors

Diana M. DeFerrari, Secretary

Dated: March __, 1996

PLASMA-THERM, INC.

9509 International Court
St. Petersburg, Florida 33716
(813) 577-4999

PROXY STATEMENT

This Proxy Statement and the accompanying form of proxy are
furnished in connection with the solicitation of proxies by the
Board of Directors of Plasma-Therm, Inc., a Florida corporation
(the "Company"), for the Annual Meeting of Shareholders to be
held at the Company's headquarters, 9509 International Court, St.
Petersburg, Florida 33716, on Tuesday, April 30, 1995 at 10:00
a.m., Local Time, and at any postponements or adjournments
thereof (the "Meeting" or the "Annual Meeting"). The approximate
date on which this Proxy Statement and the accompanying form of
proxy will be first sent or given to Shareholders is March __,
1996.

The record date for determining Shareholders entitled to vote
at the Meeting has been fixed as the close of business on March
7, 1996. As of the record date, there were _____________ shares
of the Company's common stock, $.01 par value ("Common Stock"),
outstanding and entitled to vote. Each share of Common Stock
entitles the holder to one vote and votes may not be cumulated in
the election of directors. The presence, in person or by proxy,
at the Meeting of the holders of the shares of Common Stock
entitled to cast a majority of the votes will constitute a quorum
for purposes of the Meeting.

A form of proxy is enclosed for use at the Annual Meeting.
Proxies will be voted in accordance with Shareholders'
instructions. If no instructions are indicated on the proxy
card, all shares represented by valid proxies received pursuant
to this solicitation (and not revoked before they are voted) will
be voted "FOR" the election of the nominees for directors named
below, "FOR" the amendment to the Company's Articles of
Incorporation and by the proxies in their discretion on any other
matters to come before the Meeting. Any proxy given may,
however, be revoked by the stockholder executing it at any time
before it is voted by giving written notice to the Secretary of
the Company, by delivering to the Secretary of the Company a duly
executed proxy bearing a later date or by appearing at the
Meeting and voting by written ballot in person.

The cost of solicitation of proxies by the Board of Directors
will be borne by the Company. Proxies may be solicited by mail,
personal interview, telephone or telegraph and, in addition,
directors, officers and employees of the Company may solicit
proxies by such methods without additional remuneration. In
accordance with the regulations of the Securities and Exchange
Commission, the Company will reimburse, upon request, banks,
brokers and other institutions, nominees and fiduciaries for
their expenses incurred in sending proxies and proxy material to
the beneficial owners of the Company's Common Stock.

ELECTION OF DIRECTORS
(Item No. 1)

Three directors are to be elected at the Meeting to serve
until the next annual meeting and until their successors are duly
elected and qualified. The persons named in the accompanying
form of proxy intend to vote the shares represented by the proxy
for the election as directors of the three nominees named below,
unless authority to vote for any nominee is withheld in the
proxy. Although the Board of Directors does not contemplate that
any of the nominees named will be unavailable for election, in
the event a vacancy in the slate of nominees results from an
unexpected occurrence, it is presently intended that the proxy
will be voted for the election of a nominee who shall be
designated by the Board.

The following persons have been nominated for election as
directors for terms of office expiring at the next Annual Meeting
of Shareholders.

RONALD H. DEFERRARI, Age 55, founder of the Company, has
served as Chairman of the Board of Directors since the Company's
formation in 1975, as well as President until 1995. At the
present time, he is also the Chief Executive Officer, Chief
Financial Officer and Treasurer of the Company.

A.S. GIANOPLUS, Age 65, has served as President of Open Retail
Systems, Inc., a supplier of software systems and services to the
retail industry, since July of 1995. From August 1988 to June
1995, Mr. Gianoplus was Executive Vice President of Compex
Corporation, a provider of computer systems and services to
government and industry, where he was responsible for the
Company's operations. From August 1982 to July 1988, he was Vice
President for Corporate Development at Planning Research Corp.
(also a provider of computer systems and services to government
and industry), where he was responsible for acquisitions,
divestitures and strategic development. Prior to this he had
several positions with ITT Corp., the last being Director of
Business Strategy for ITT's Telecommunications and Electronics
Group. He has served as Director of Plasma-Therm, Inc. since
August 1989.

LUBEK JASTRZEBSKI, Ph.D., Age 47, has served as Vice President
in charge of development, application, marketing and sales of
Semiconductor Diagnostics Inc. (SDI) of Tampa, a provider of
sophisticated contamination monitoring equipment to the
integrated circuit (IC) industry, since 1989 and is one of two
founders of SDI. He also holds an academic appointment at the
Center for Microelectronic Research at the University of South
Florida, where he conducts research and teaches at the Department
of Electrical Engineering. Prior to this he worked for 10 years
at David Sarnof Research Laboratories in Princeton, New Jersey on
advancement of processes used by the IC industry. He holds over
40 patents and has published over 150 scientific papers. He has
served as Director of Plasma-Therm, Inc. since February 1, 1996.

Directors will be elected by a plurality of the votes cast in
person and by proxy at the Annual Meeting. That is, the nominees
receiving the three highest number of votes for election will be
elected. For this purpose, votes withheld, any broker non-votes
and any abstentions are not given effect in determining which
candidates are elected.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
EACH OF THE ABOVE NOMINEES FOR ELECTION AS DIRECTORS OF THE
COMPANY.

Committees, Meetings and Compensation of the Board of Directors

The Board of Directors held four meetings during the fiscal
year ended November 30, 1995 ("fiscal 1995"). The Board acted
six additional times by unanimous written consent during that
period. There are no standing nominating or compensation
committees of the Board of Directors. The Board of Directors of
the Company has an Audit Committee. Mr. Gianoplus is Chairman of
this committee and Mr. Deferrari is the other member. The Audit
Committee, which held one meeting during fiscal 1995, has
responsibility for reviewing matters involving the retention of
auditors, for overseeing internal audit matters, for responding
to and resolving issues with the Company's auditors, and for
reporting on these issues to the Board of Directors for
appropriate action. The Board of Directors of the Company also
has a Stock Option Committee. Mr. Gianoplus is Chairman of this
committee and Mr. Deferrari is the other member. The Stock
Option Committee met two times and acted three times by unanimous
written consent during fiscal 1995. The Stock Option Committee
has responsibility for administering the Company's stock option
plans. In addition to formal meetings of the Board of Directors
and its Committees, the directors have frequent informal
communications between themselves and with other executives
regarding Board and Committee issues.

Mr. Gianoplus and Dr. Jastrzebski are compensated at the rate
of $20,000 and $15,000 per year, respectively, for services as a
director. They are also entitled to reimbursement of expenses.
For services on the committee that administers the Company's 1995
Stock Incentive Plan, Mr. Gianoplus is entitled to receive a five
year option for 5,000 shares each June 30, exercisable at 60% of
the Fair Market Value (as defined) of the Company's Common Stock
on the date of grant. His option granted on June 30, 1995, is
exercisable at $2.25 per share. The Company has agreed with Mr.
Jastrzebski that if he is elected as a director at the Annual
Meeting, he will receive within one week thereafter a three year
option for 5,000 shares, exercisable at 100% of the Fair Market
Value of the shares on the date of grant.

Mr. Deferrari receives no separate compensation for services
as a director.

Report of the Directors Regarding Compensation

The Board of Directors determines annually the compensation to
be paid to the Company's executive officers named in the Summary
Compensation Table. In making such determination, the Board of
Directors reviews and evaluates information supplied by
management. The Company's compensation policies are structured
to enable the Company to attract, retain and motivate highly
qualified executive officers and to reward contributions to the
Company's success. The objective is to provide a management team
that will consistently produce superior results for the Company
and its shareholders. The compensation of executive officers
includes salary, stock options and bonuses.

Salary. The Board of Directors annually reviews the salary of
each executive officer in relation to his/her previous salaries
and with regard to general industry conditions or trends. The
Board of Director's policy is to set salaries in relation to the
contribution of each incumbent and to grant merit increases based
on individual performance. The Board of Directors considers the
financial condition of the Company, earnings in an absolute
manner and in relation to the previously established business
plan, other measures of business success and the degree of
difficulty in achieving these levels. Executive officer
compensation for the last three years is listed on page 5.

Stock Options/Bonuses. The Board of Directors believes that
including a portion of an executive's annual incentive
compensation in the form of stock options in addition to cash
bonuses encourages the executive to have the common goal with
outside shareholders of increasing the price of the Company stock
over any given period of time. The Board of Directors encourages
management's stock ownership. The Board of Directors grants
options as an incentive for the future, based upon the individual
executive's contribution in the previous year according to
his/her achievement of corporate and individual goals. Executive
officer stock option grants for the last three years are listed
on page 6. Similarly, bonus formulas were based on the Company's
net earnings, instead of other measures of performance, because
net earnings have a significant effect on the market price of the
Company's Common Stock.

In May 1994, the Company entered into three year employment
agreements with Ronald H. Deferrari and Ronald S. Deferrari. In
June 1995, the Board agreed to modify these agreements as shown
below. The Board also agreed to modify Curtis A. Barratt's
compensation as shown below.

Ronald H. Deferrari's bonus percentage was decreased from 5%
to 3%. Mr. Deferrari had suggested such decrease, so that
certain other key employees could participate in the bonus pool,
without increasing the overall size of the bonus pool. His
employment agreement, as so revised, is more fully described in
footnotes 1 and 3 to the Summary Compensation Table.

Ronald S. Deferrari was promoted from Executive vice President
to President (retaining the additional position of Chief
Operating Officer) and his annual cash compensation rate was
increased by $24,000 to $160,000, in addition to reimbursement
for two automobiles. His employment agreement, as so revised, is
more fully described in footnotes 2 and 4 to the Summary
Compensation Table.

Curtis A. Barratt was promoted from Research and Development
Manager to Vice President of Technology and Chief Technical
Officer in July, 1995. Mr. Barratt's cash compensation was
increased to include a bonus of 1% of the Company's fiscal year
net earnings, such bonus not to exceed $75,000 annually. In
February 1996, the Company entered into an employment agreement
with Mr. Barratt which is more fully described in footnotes 1 and
7 to the Summary Compensation Table.

Members of the Board of Directors:

Ronald H. Deferrari, Chairman
A. S. Gianoplus
Lubek Jastrzebski,Ph.D., (Director
since February 1,1996)

Comparative Stock Performance

The following graph compares cumulative total stockholder return
on Company Common Stock for the five years ended November 30, 1995, with
that of the NASDAQ Stock Market (U.S. Companies) Composite Index (the
Composite Index") and a peer group stock performance index defined as
follows: SIC Index No. 3500-3599 (industrial and commercial machinery
and computer equipment companies) (the "Peer Group"). The graph shows
the comparative values for $100 invested on November 30, 1990.

FIVE YEAR TOTAL RETURN CHART

[Chart]

Total Return
-----------------------------------------------
Year Plasma-Therm, Inc. Composite Index Peer Group
---- ----------------- --------------- ----------

1990 $100.00 $ 100.00 $100.00
1991 84.20 149.30 130.70
1992 89.50 188.00 182.30
1993 610.50 217.70 186.70
1994 778.90 218.20 310.70
1995 536.80 310.70 362.10

Source: Center for Research in Security Prices (CRSP), The
University of Chicago, Graduate School of Business, 1101 East
58th Street, Chicago, IL 60637

Management Compensation

Set forth below is information regarding the cash compensation
earned or awarded for the last three fiscal years paid to the
Company's four executive officers whose total annual salary and
bonus exceeded $100,000.

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
------------------- ----------------------
(a) (b) (c) (d) (e) (f) (g) (h)
Other Annual Restricted
Name and Compensation Stock All Other
Principal Position Year Salary($) Bonus($)(1) ($)(2) Awards(#) Options(#) Compensation($)
------------------ ---- --------- ----------- ---------- --------- ---------- ---------------

Ronald H. Deferrari, 1995 150,000 44,146 33,284 - - -
CEO, CFO, 1994 150,000 53,688 25,931 - - -
Treasurer (3) 1993 150,000 - - - - -

Ronald S. Deferrari, 1995 146,340 53,006 5,613 - 70,000 -
President, COO (4) 1994 112,539 53,688 3,000 - 25,000 57,626(5)
1993 72,597 - 6,000 - 75,000 58,095(5)

Diana M. DeFerrari, 1995 93,119 20,378 1,500 - 20,000 -
Vice President of 1994 56,553 10,738 5,600 - 10,000 -
Administration,
Secretary (6)

Curtis A. Barratt,(7) 1995 101,594 4,430 4,800 - 20,000 -
Vice President of
Technology, Chief
Technical Officer

___________________________
(1) Reflects bonuses based on fiscal year net income. Bonuses
are paid quarterly based on quarterly net income before bonuses,
for the first three fiscal quarters and are reconciled for the
full fiscal year after the fiscal year end. The bonuses are
subject to certain limitations, which vary among the individuals.

(2) Automobile allowance.

(3) In May 1994, the Company entered into an employment
agreement with Ronald H. Deferrari, for a term of three years.
The agreement was amended in June 1995. Under Mr. Deferrari's
current agreement he receives $150,000 in cash compensation per
year and a bonus based on 3% of the Company's fiscal year net
earnings, such bonus not to exceed $100,000. Upon termination of
the agreement, including termination on death and disability, Mr.
Deferrari is entitled to receive the full compensation provided
thereunder for the remainder of the term of the agreement, unless
the termination is made by the Company based upon reasonable
cause as defined in the agreement, in which event the
compensation shall continue one year from the notice of
termination. Mr. Deferrari is entitled to terminate the
agreement in the event of a change of control of the Company, in
which case Mr. Deferrari will also be entitled to receive the
full compensation provided thereunder for the remainder of the
agreement term.

(4) In May 1994, the Company entered into an employment
agreement with Mr. Ronald S. Deferrari, for a term of three
years. The agreement was amended in June 1995. Under Mr.
Deferrari's current agreement he receives $160,000 per year in
cash compensation, a bonus based on 5% of the Company's fiscal
year net earnings, such bonus not to exceed $150,000 and
reimbursement for two automobiles. Upon termination of the
agreement, including termination on death and disability,
Mr. Deferrari is entitled to receive the full compensation
provided thereunder for the remainder of the term of the
agreement, unless the termination is made by the Company based

upon reasonable cause as defined in the agreement, in which event
the compensation shall continue one year from the notice of
termination. Mr. Deferrari is entitled to terminate the
agreement in the event of a change of control of the Company, in
which case Mr. Deferrari will also be entitled to receive the
full compensation provided thereunder for the remainder of the
agreement term.

(5) Sales commissions earned by Ronald S. Deferrari under a
prior agreement. Under Ronald S. Deferrari's current employment
agreement described in footnote 4 above, he is not entitled to
sales commissions.

(6) In February 1995, the Company entered into a new employment
agreement with Ms. DeFerrari for a three year term. Under such
agreement, Ms. DeFerrari is to receive $101,000 per year in cash
compensation and a bonus based on 2.5% of the Company's fiscal
year net earnings, such bonus not to exceed $100,000 annually.
Upon termination of the agreement, including termination on death
and disability, Ms. DeFerrari is entitled to receive the full
compensation provided thereunder for the remainder of the term of
the agreement, unless a termination is made by the Company based
upon reasonable cause as defined in the agreement, in which event
the compensation shall continue one year from the notice of
termination. Ms. DeFerrari is entitled to terminate the
agreement in the event of a change of control of the Company, in
which case Ms. DeFerrari will also be entitled to receive the
full compensation provided thereunder for the remainder of the
agreement term.

(7) Mr. Barratt became an executive officer of the Company in
July 1995.

In February 1996, the Company entered into an employment
agreement with Mr. Barratt for a two year term. Under such
agreement, Mr. Barratt is to receive $110,510 per year in
cash compensation and a bonus based on 1% of the Company's
fiscal year net earnings, such bonus not to exceed $75,000
annually. Upon termination of the agreement, including
termination on death and disability, Mr. Barratt is entitled
to receive the full compensation provided thereunder for the
remainder of the term of the agreement, unless a termination
is made by the Company for cause as defined in the
agreement. Mr. Barratt is entitled to terminate the
agreement in the event of a change of control of the
Company, in which case Mr. Barratt will also be entitled to
receive the full compensation provided thereunder for the
remainder of the agreement term.

The following table provides certain information regarding
the stock options granted during fiscal 1995 to the named
executive officers in the Summary Compensation Table.

OPTION GRANTS IN FISCAL 1995

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

Ronald H. Deferrari -- -- -- -- -- --

Ronald S. Deferrari 40,000 17.9 1.02 06/26/97 138,246 155,704
30,000 13.5 4.06 06/26/98 19,199 40,316

Diana M. DeFerrari 20,000 9.0 4.06 06/26/98 12,799 26,877

Curtis A. Barratt 20,000 9.0 4.06 06/26/98 12,799 26,877

The following table provides certain information regarding
stock options exercised in fiscal 1995 and 1995 stock option
values for the named executive officers in the Summary
Compensation Table.

AGGREGATED OPTION EXERCISES IN
FISCAL 1995 AND NOVEMBER 30, 1995 OPTION VALUES

Column (d) plus column (e) lists the total options held by
the executive officers as of November 30, 1995. As of that date,
the executive officers held beneficially, excluding their
options, an aggregate of 2,288,389 shares of Company Common
Stock. As a consequence, executive officers share with all
shareholders the risk of future changes in the market value of
Company Common Stock, which will depend upon, among other
factors, the Company's future performance and such executive
officer's contribution to that performance.

(a) (b) (c) (d) (e) (f) (g)
Number of unexercised Value of unexercised in-the
Shares Value options at fiscal end money options at fiscal year end ($)
acquired on realized --------------------- ------------------------------------
Name exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
-------- ----------- -------- ----------- ------------- ----------- --------------

Ronald H. Deferrari (1) -- -- -- -- --
Ronald S. Deferrari -- -- 25,000 70,000 34,638 86,700
Diana M. DeFerrari 15,000 63,150 10,000 20,000 15,325 --
Curtis A. Barratt 30,000 106,350 -- 20,000 -- --

_________________________
(1) Does not include 100,000 shares acquired on the exercise of
the warrant described in footnote 1 to the Common Stock
Ownership Table. Such warrants were exercised on April 4,
1995 at an exercise price of $.7721 per share. The closing
price of the Company's Common Stock on that date was $4.125.
Also, does not include 400,000 shares remaining under the
warrant described in footnote (1) to the Common Stock
Ownership Table.

Certain Transactions with and Indebtedness of Management

On November 1, 1994, Magnetran, the Company's subsidiary
located in New Jersey, entered into a 5 year gross lease for
approximately 17,750 square feet, with the Company's Chief
Executive Officer. The premises are leased at an annual base
rental of $86,841, which escalates 3% annually. After the
initial term of the lease, Magnetran has an option to renew for
five years with a 3% increase each year. The rent paid to the
Chief Executive Officer for fiscal 1995 was approximately
$87,000. The Company believes that the terms of the lease are
generally as favorable to the Company as could be obtained from
unaffiliated third parties.

In 1995, Ronald S. Deferrari, an officer of the Company,
inadvertently incurred an obligation to the Company of
approximately $69,000 under Section 16(b) of the Securities
Exchange Act of 1934 arising out of grants of options to him
under the Company's 1988 Stock Option Plan and the sale of
shares he acquired on the exercise of options within a six
month period. The obligation was paid to the Company in full.

Common Stock Ownership

The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of March 7,
1996 by (i) each person who is known to beneficially own more
than 5% of the Company's stock, computed in accordance with
Securities Exchange Act Rule 13d-3; (ii) each of the Company's
directors; and (iii) all directors and executive officers of the
Company as a group. The Shareholders listed possess sole voting
and investment power with respect to the shares listed.

Amount Approximate
of Beneficial Percent of
Name Ownership Class

Ronald H. Deferrari 2,538,005(1) 22.96%
9509 International Court
St. Petersburg, FL 33716

A.S. Gianoplus 28,000(2) (4)
8007 Algarve St.
McLean, VA 222102

Lubek Jastrzebski --(3) --
450 Gulfview Blvd.
Apartment 1705
South Clearwater, FL 34630

Ronald S. Deferrari 168,092(5) 1.52%
9509 International Court
St. Petersburg, FL 33716

Diana M. DeFerrari 93,792(6) (4)
9509 International Court
St. Petersburg, FL 33716

Curtis A. Barratt 50,500(7) (4)
9509 International Court
St. Petersburg, FL 33716

Executive officers 2,972,389 26.80%
and directors as a group
(8 persons)

(1) Includes 400,000 shares that may be acquired by Mr.
Deferrari at a price of $0.7721 per share at any time prior to
April 20, 2002 under a warrant issued to Mr. Deferrari in 1987 in
connection with his personal guaranty of a loan made to the
Company. The percentage shown assumes that the shares subject to
this warrant are outstanding.

(2) Includes an option to purchase 5,000 shares at a price of
$2.25 per share, which expires on June 30, 2000.

(3) See "ELECTION OF DIRECTORS, Committees, Meetings and
Compensation of the Board of Directors" regarding a 5,000 share
option proposed to be granted to Dr. Jastrzebski.

(4) Less than 1% of the outstanding Common Stock.

(5) Includes options to purchase 5,000 shares at a price of
$1.41 per share, which expires on March 9, 1996; 40,000 shares at
a price of $1.02 per share, which expires on June 26, 1997;
30,000 shares at a price of $4.06 per share, which expires on
June 26, 1998; and an option to purchase 40,000 shares at a price
of $2.62 per share, which expires on December 26, 1998.

(6) Includes an option to purchase 20,000 shares at a price of
$4.06 per share, which expires on June 26, 1998; and an option to
purchase 30,000 shares at a price of $2.62 per share, which
expires on December 26, 1998.

(7) Includes an option to purchase 20,000 shares at a price of
$4.06 per share, which expires on June 26, 1998; and an option to
purchase 20,000 shares at a price of $2.62 per share, which
expires on December 26, 1998.

ELIMINATION OF SHAREHOLDERS' RIGHT TO ACT BY WRITTEN CONSENT
(Item No. 2)

The Florida Business Corporation Act, under which the Company
is incorporated, provides that unless otherwise provided in the
articles of incorporation, any action that may be taken at an
annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon
were present and voted. The Company's Articles of Incorporation,
as amended to date (the "Articles"), currently do not negate the
right of shareholders to act by written consent in lieu of a
meeting.

The Board of Directors has unanimously adopted a proposal,
which is being submitted to the shareholders for their approval,
to further amend the Articles in order to eliminate the right of
shareholders to act by written consent in lieu of a meeting (the
"Amendment"). The Amendment would add the following additional
paragraph to Article IX, which deals generally with shareholder
meetings:

Any action required or permitted to be taken at
any annual or special meeting of shareholders of
this corporation may be taken only upon the vote
of such shareholders at an annual or special
meeting duly called, and may not be taken by
written consent of such shareholders without a meeting.

Under applicable law, shareholders are entitled or required to
vote on a limited number of major corporate actions or
transactions, such as amendments of the Articles, mergers, plans
for share exchanges, dissolutions and similar fundamental matters
affecting the corporation. In most cases, holders of a majority
of the outstanding shares have sufficient voting power to take
the required action on behalf of shareholders, although certain
matters require a larger plurality. The directors believe that
it is not appropriate to permit shareholders of the Company who
hold the requisite voting power to take an action that is a
proper subject for shareholders action without convening a
meeting and without the related formalities, including the need
to supply information to the shareholders generally. Rather, the
directors believe that actions to be taken by the Company's
shareholders should be taken at a duly convened meeting, and only
after all of the shareholders entitled to vote have received due
notice of the meeting, have received the information that they
are legally entitled to receive and have had the opportunity to
participate at the meeting in person or by proxy.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE "FOR" THE AMENDMENT TO THE ARTICLES.

Vote Required

The Amendment shall be adopted upon receiving the
affirmative votes of holders of a majority of the shares
outstanding.
9