EMEX CORPORATION
12600 West Colfax Avenue, Suite C-500
Lakewood, CO 80215

Notice of Special Meeting in lieu of the
Annual Meeting of Shareholders

To the Shareholders of
Emex Corporation:

Please take notice that a Special Meeting in lieu of the Annual Meeting of
Shareholders of Emex Corporation, a Nevada corporation (the "Company"), will be
held at the Marriott West, 1717 Denver West Boulevard, Golden, Colorado 80401,
on February 22, 2002, at 11:00 o'clock A.M. Mountain Standard Time, to consider
and act upon the following matters:

1. To elect four directors;

2. To approve a proposed Employees' Incentive Stock Option Plan (the
"Plan") for employees of the Company and its subsidiaries; and

3. To conduct such other business as may properly come before the meeting.

Only shareholders of record at the close of business on January 31, 2002
will be entitled to notice of and to vote at the meeting. All shareholders are
cordially invited to attend and to meet the management and board of directors of
the Company.

By Order of the Board of Directors

Stuart G. Schwartz
Secretary
February 1, 2002

PROXY STATEMENT

EMEX CORPORATION
12600 West Colfax Avenue, Suite C-500
Lakewood, CO 80215

Shareholders Entitled to Vote

The enclosed proxy is solicited by the board of directors of Emex
Corporation (the "Company") for use at a Special Meeting (the "Meeting") in lieu
of the Annual Meeting of the Shareholders of the Company to be held at the
Marriott West, 1717 Denver West Boulevard, Golden, Colorado 80401, on February
22, 2002, at 11:00 o'clock A.M. Mountain Standard Time. It is anticipated that
these materials will be mailed to shareholders on or about February 5, 2002.

Holders of shares of the common stock of the Company of record at the close
of business on January 31, 2002 will be entitled to vote at the Meeting or any
postponement or adjournment of it.

This Proxy Statement relates to the approval of matters that are summarized
in the notice of meeting which is attached to this Proxy Statement and described
in more detail herein. Shareholders who execute proxies will retain the right to
revoke them at any time before they are voted by filing with the secretary of
the Company either an instrument revoking the proxy or a duly executed proxy
bearing a later date. Proxies may be revoked by any shareholder present at the
meeting who expresses a desire to vote his or her shares in person. A proxy,
when executed and not revoked, will be voted in accordance with its terms.

Abstentions will be treated as shares present or represented and entitled
to vote for purposes of determining the presence or absence of a quorum but will
not be considered as votes cast in determining whether a matter has been
approved by the shareholders. Any shares a broker indicates on its proxy that it
does not have the authority to vote on any particular matter because it has not
received direction from the beneficial owner thereof, will not be counted as
voting on a particular matter. All properly executed and unrevoked proxies, if
received in time, will be voted in accordance with the instructions of the
beneficial owners contained therein. All properly executed and unrevoked proxies
that do not contain voting instructions will be voted for management's nominees
for directors named on the proxy card accompanying this proxy statement and in
favor of the proposed Employees' Incentive Stock Option Plan described in this
proxy statement.

The Company will bear the cost of the proxy solicitation. In addition to
solicitation by mail, the Company will request banks, brokers and other
custodian nominees and fiduciaries to supply proxy materials to beneficial
owners of the Company's common stock for whom they hold shares and will
reimburse them for their reasonable expenses in so doing.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The voting securities entitled to vote at the meeting are the outstanding
shares of common stock of the Company with each share entitling its owner to one
vote upon each matter submitted to a vote, except that in the election of
directors, as to which the articles of

incorporation of the Company provide for cumulative voting, each shareholder has
the right to such number of votes as is equal to the product of such
shareholder's number of shares multiplied by the number of directors positions
being voted upon, and each shareholder may cast all of his or her votes for one
director or divide them among as many directors as such shareholder desires.

The number of outstanding shares of the Company on January 7, 2002 was
25,111,590.

The following table shows the beneficial ownership of the shares of the
Company as of the close of business on January 7, 2002 of each person known to
the Company to be the beneficial owner of more than 5 percent of any class of
the Company's voting securities:

Name Amount
and Address and Nature of
Title of of Beneficial Beneficial Percent
Class Owner Ownership of Class
- -------- ------------- ------------- --------

Common Universal Equities Consolidated, LLC 11,958,148 sh. 47.62 %
Stock 24 5th Ave., New York, NY 10011 See Note 1

Common Thorn Tree Resources, L.L.C. 13,722,596 sh. 51.05 %
Stock 888 7th Ave., New York, NY 10606 See Note 2

Common Dorothy D. Eweson 23,916,294 sh. 95.24 %
Stock c/o Keswick Management, Inc See Note 3.
1330 Avenue of the Americas
New York, NY 10019
Att'n. James J. Ruddy

The following table shows the beneficial ownership of shares of each class
of equity securities of the Company or any of its parents or subsidiaries by
directors, by executive officers, and by directors and executive officers as a
group as of January 7, 2002:

Amount
Name of and Nature of
Title of of Beneficial Beneficial Percent
Class Owner Ownership of Class
- -------- ------------- ------------- --------

Common Noel J. Brown 1,472 sh. 0.01 %
Stock Director

Common Vincent P. Iannazzo, 11,959,977 sh. 47.62 %
Stock Director See Note 1 See Note 1

Common Milton E. Stanson, 11,961,647 sh. 47.63 %
Stock Vice Pres., Treas. & Dir. See Note 1 See Note 1

Common David H. Peipers, 13,722,596 sh. 51.05 %
Stock Director See Note 2 See Note 2

Common All directors and executive 25,687,544 sh. 95.58 %
Stock officers as a group See Notes See Notes
1, 2 and 3 1, 2 and 3

- ----------
(1) Universal Equities Consolidated, LLC ("Universal") is 100 % owned by Stanson
& Iannazzo, a New York partnership of which Milton E. Stanson and Vincent P.
Iannazzo are the sole members. Since they both share power to control the
disposition and vote of such shares, they are both deemed to have beneficial
ownership of them. In addition, Mr. Stanson individually is the sole owner of
3,499 shares of the Company and Mr. Iannazzo individually is the sole owner of
The Buckingham Management Group, a Nevada limited liability company which owns
1,829 shares of the Company. See Note 3.

(2) Includes 11,958,148 shares presently held of record and 1,764,448 shares
that Thorn Tree Resources, LLC ("Thorn Tree") has the right to acquire upon the
exercise of warrants and the conversion of debt owed to it by the Company. While
the right to acquire such 1,764,448 shares renders Thorn Tree a beneficial owner
of such shares within the meaning of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, Thorn Tree will not have the right
to vote such shares unless and until, and to the extent that, it exercises its
warrants and rights of conversion, which it has not yet done. Thorn Tree is
owned by (a) David H. Peipers individually, (b) The Cornerhouse Limited
Partnership, a Delaware limited partnership of which Mr. Peipers is the general
partner, and (c) The Winsome Limited Partnership, a Delaware limited partnership
of which Mr. Peipers is the general partner. Mr. Peipers is the manager of Thorn
Tree. See Note 3.

(3) Comprised of certain of the shares referred to in Notes 1 and 2 above which
are shown on the Company's records as owned by Universal and Thorn Tree but as
to which Ms. Eweson has filed an Amendment No. 1 to Schedule 13D in which she
claims beneficial ownership thereof. See discussion below entitled "Change in
Control".

None of the persons who have been directors or officers of the Company at
any time since the beginning of the last fiscal year, nor any associate of any
such persons, has any interest in any matter to be acted upon. No director of
the Company has informed the registrant in writing that he intends to oppose any
action to be taken by the Company. No proposals have been received from security
holders.

CHANGE IN CONTROL

The Amendment No. 1 to Schedule 13D filed by Ms. Eweson stated that she
beneficially owned, as a pledgee, over ninety percent of the outstanding shares
of the Company's common stock, that she had reserved all rights and remedies in
respect of certain defaulted obligations that the pledged shares secured, but
that she had not decided on a course of action with respect thereto. On January
31, 2001, the Company received notification from Sixth Avenue Associates LLC,
which has identified itself as a limited liability company of which Ms. Eweson
is the sole member, that it is vested with all rights to exercise voting rights
in respect of the shares and intends to nominate, and vote for, four new members
of the Company's board of directors at the Meeting. Therefore, control of the
Company may be deemed to have changed. Annexed to this proxy statement as
Appendix 3 is an excerpt from the above mentioned Schedule 13-D Amendment No. 1
filed by Ms. Eweson, in which statements are made as to the following matters:
the amount and source of the consideration used to acquire the shares (Ms.
Eweson's personal funds - Item 3), the basis of control (the asserted right to
vote the shares - Item 5(b)), the percentage of the Company's outstanding shares
asserted to be beneficially owned by Ms. Eweson (over ninety percent - Item
5(a)), the identities of the persons from whom control was assumed (Thorn Tree
and Universal through HSBC Bank USA and JP Morgan Chase Bank - 3rd, 4th, 7th and
8th paragraphs of Item 6) and the dates and descriptions of the transactions
which, pursuant to the notification referred to above, result in the change in
control (foreclosures of certain liens - Item 6).

ELECTION OF DIRECTORS

The Company presently has six directors, four of whose terms are expiring
at this time and who are proposed for reelection at the Meeting, namely Noel J.
Brown, James H. Feldhake, Frank J. Hagan, Jr. and Milton E. Stanson, and two of
whom have terms that are not expiring at this time and who will not be voted
upon for reelection at the Meeting, namely David H. Peipers and Vincent P.
Iannazzo. Under the Company's articles of incorporation, which provide for three
classes of directors, the terms of Messrs. Peipers and Hagan (or such other
person who may be elected to succeed Mr. Hagan) will expire at the first annual
meeting after the Meeting, the terms of Messrs. Iannazzo and Feldhake (or such
other person who may be elected to succeed Mr. Feldhake) will expire at the
second annual meeting after the Meeting, and the terms of Messrs. Brown and
Stanson (or each of such other persons who may be elected to succeed each of
them) will expire at the third annual meeting after the Meeting, upon their
respective successors being duly elected and qualified.

If the enclosed proxy is duly executed and received in time for the Meeting
and no contrary specification is made as provided therein, the persons named
therein will vote the shares represented by the proxy for the persons nominated
as directors. If a nominee should refuse or be unable to serve, the proxy will
be voted for such person as shall be designated by the board of directors (or,
if it does not act, the president of the Company) to replace such nominee.

The following information is furnished as of the date of this Proxy
Statement with respect to the directors nominated for reelection, directors
whose terms in office will continue after the Meeting and the Company's
executive officers:

Directors Nominated for Reelection

Dr. Noel J. Brown, 67, a Director of the Company since August 2000 and a
member of its Audit Committee, has been principally occupied for the past five
years as President of the Friends of the United Nations, a non-governmental
organization dedicated to advancing the cause of the United Nations by
mobilizing public support on its behalf and directing public attention to its
major programs and achievements, and as a lecturerer at the University of
Denver. Earlier, he served as Regional Director, United Nations Environment
Programme North America (UNEP), New York City. He has served the United Nations
in various capacities over a period of more than thirty years, including serving
as a representative at a number of major international conferences on
environment and development issues and as a founding member of various
organizations in that field, including the Aspen Global Change Institute, the
International Council for Local Environmental Initiatives and the Rene Dubos
Center for Human Environment, of which he is chairman. He received his Ph.D.
degree in International Law and Relations from Yale University.

James H. Feldhake, 51, a Director of the Company since September 2000 and
Chairman of its Audit Committee, has been principally occupied for more than the
past five years in practicing as a Certified Public Accountant in Denver,
Colorado, as the head of Feldhake & Associates, P.C., an accounting firm of
which he is the sole owner and which has a professional staff of four persons.
Prior to that time he practiced as one of three partners in another firm in the
Denver area, and earlier in his career was a partner at Fox & Company, a
national accounting firm. He has been responsible for audits ranging from single
location small audits to large multi-location engagements. His industry
experience includes extractive industries, resort operations, real estate,
construction, restaurant, retail and not-for-profit organizations. He received
his Bachelor of Science degree in accounting from Regis College.

Frank J. Hagan, Jr., 43, a Director of the Company since December 2000 and
a member of its Audit Committee, has for more than five years been principally
engaged in serving as the head of Perfectly Frank Productions, Inc., a
corporation engaged in the business of producing and financially packaging
international and domestic television. In the course of his career, which spans
more than twenty years, he has achieved a reputation for skill at controlling
costs and not permitting projects to go over budget. Among others, he has worked
with or developed and budgeted productions for VH-1, Multimedia, Buena Vista,
Tribune Entertainment and a number of international companies in Malaysia,
Germany and France.

Milton E. Stanson, 78, has been Vice President, Treasurer and a Director of
the Company since August 2000. His principal occupation during the preceding
five years was to act as an investor in and founder of several companies that
were engaged in the development of natural resources, including the Company's
subsidiary, North Star Exploration, Inc. ("North Star"), of which he has served
as Vice President, Treasurer and a Director since its inception in 1997. He is a
principal of Universal Equities Consolidated, LLC, ("Universal") which is the
record owner of 47.62 percent of the outstanding shares of the Company, and he
was a founder of the Company's Blue Star subsidiary. Earlier in his career he
was engaged in the securities business and served as a Senior Vice President and
Investment Account Executive at Gruntal & Company in New York for eight years.
During that time he handled several special projects for the Federal Deposit
Insurance Corporation. His activities also included being a lecturer in advanced
courses on the American economic system that were offered by the Manhattan
Institute of Management, the New York division of L'Ecole Superieure de Gestion
of Paris, France. He has also served as a consultant to the United Nations on
environmental matters. He is a graduate of Rollins College, where he majored in
accounting.

Directors Whose Terms Will Continue
Without Being Voted Upon

David H. Peipers, 45, a Director of the Company since August 2000, has been
principally occupied for the past five years in investing, directly and through
other entities in various enterprises. Among other activities, he was a
co-founder and, until its sale to Liz Claiborne Inc. in 1999, chairman of
Segrets, Inc., a women's sportswear company selling primarily under the Sigrid
Olsen label. He is the sole manager of Thorn Tree Resources, LLC., which is the
record owner of 47.62 percent of the outstanding shares of the Company. He was a
founder, and has been a director of North Star and Blue Star Sustainable
Technologies Corporation ( "Blue Star"), another subsidiary of the Company,
since their respective inceptions. He graduated from Harvard College and
received his law degree from Harvard Law School, where he presently serves on
the University Committee on the Environment.

Vincent P. Iannazzo, 43, a Director of the Company since August 2000 and
chairman of its Executive Committee, has been principally engaged over the past
five years in acting as a founder and creator of, and investing in, companies
the business of which is to explore and develop natural resources in an
environmentally friendly way. He has made a proposal, which has been accepted,
to Oxford University for the establishment of a center for sustainable
development. He was a founder of Blue Star and North Star, and had a primary
role in enabling North Star to obtain an option agreement in May 1997 with
Doyon, Limited ("Doyon"), a corporation organized by native Americans, for the
exploration and development of gold and other mineral rights in Alaska on lands
returned to native Americans under the Native Claims Settlement Act. Together
with Milton E. Stanson he is a principal of Universal Equities, LLC. which is
the record owner of 47.62 percent of the outstanding shares of the Company.
Earlier in his career he was active in several facets of the real estate
business. He received his bachelor's degree from Pace University in New York and
attended Western State College of Law in California.

The board of directors of the Company met four times during 2000, and met
once and adopted resolutions by unanimous written consent three times during
2001.

Executive Officers of the Company and Subsidiaries

Walter W. Tyler, 74, President and Chief Executive Officer of the Company,
received a professional degree as a geological engineer from the Colorado School
of Mines in 1957 and has over 40 years of experience as an exploration manager
and geologist, including conducting and supervising exploration, feasibility,
economic and production studies of mineral properties in the lower forty-eight
states, Alaska, Canada, Mexico and a number of South American and African
countries. In addition to performing technical duties, his responsibilities have
included administration of technical personnel and coordination of staff and
contractors. During approximately the last year and one half, since June 2000,
his principal occupation has been to serve the Company and its predecessors,
serving first as president of North Star, starting in June of 2000, and then,
starting in October 2000, also as President and Chief Executive Officer of the
Company. During the preceding four years his principal occupation was to serve
as a consultant and advisor in the mining industry, including serving as a
director of Etruscan Ventures, Ltd. a company whose shares are listed on the
Toronto Stock Exchange, as a director of Magma Consolidated Ventures Ltd., a
company whose shares are listed on the Canadian Venture Exchange, and as a
senior advisor to three substantial private international exploration companies.

Nicholas E. Vanderborgh, 61, who holds a Ph. D degree in chemistry, is the
President of Blue Star ,and has held that position for approximatelythe past
three years. Prior to that time his principal occupation for over 24 years was
to be employed as a scientist by the United States Government at its laboratory
facilities in Los Alamos, New Mexico. where he rose to the position of chief of
the team of scientists in charge of the development of fuel cell technology. He
also served as President and Chief Executive Officer of the Company for a short
time prior to Walter W. Tyler's accession to that position.

Stuart G. Schwartz, 74, has served as Secretary of and legal counsel to the
Company since August 2000 and at North Star since its inception in May 1997. He
has been engaged in the practice of law in New York for more than forty years
and early in his career served as an Assistant District Attorney of New York
County. He received his law degree from the Law School of Columbia University.

BOARD COMMITTEES

The Company has an audit committee composed of James H. Feldhake (who is
the committee's chairman), Noel J. Brown and Frank J. Hagan, Jr., all of whom
are independent directors as independence is defined in Rule 4200(a)(5) of the
National Association of Securities Dealers' listing standards. A copy of the
audit committee's written charter is attached to this proxy statement as
Appendix 1.

The audit committee has (1) discussed the audited financial statements with
management, (2) discussed with the independent auditors the matters required to
be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU
380), (3) received the written disclosures and the letter from the independent
accountants required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), and has discussed with the independent accountant the
independent accountants's independence, and (4) based on the above mentioned
review and discussions, has recommended to the board of directors that the
audited financial statements be included in the Company's annual report on Form
10-KSB for the last year for filing with the Securities and Exchange Commission.
The audit committee met four times during the past year.

Aggregate fees billed by the independent auditors to the Company for
services in the fiscal years ended December 31, 2000 and 2001 are as follows:

Audit of 2000 financial statements $58,065.64
Review of three quarters in 2001 $27,986.04
----------
Total audit and review $86,051.68

Other services such as projection
research and consulting as to
accounts payable management 3,277.68
----------
Total $89,329.36
==========

The audit committee has considered whether the independent accountant's
provision of projection research and other non-audit services was compatible
with the auditor's independence and has determined that it was.

The Company has an executive committee composed of Vincent P. Iannazzo, who
is the chairman, David H. Peipers and Milton E. Stanson. The executive committee
is authorized to exercise the powers of the board of directors between meetings
of the board. The executive committee met once in 2000 and once in 2001.

The Company does not have a compensation committee or a nominating
committee.

REMUNERATION AND OTHER
TRANSACTIONS WITH MANAGEMENT

The following table sets forth the compensation of all individuals serving
as the Company's chief executive officer ("CEO") during the fiscal year, each of
the Company's four most highly compensated executive officers other than the CEO
who were serving as executive officers at the end of the fiscal year, and up to
two additional individuals for whom such disclosure would have been required but
for the fact that the individual was not serving as an executive at the end of
the fiscal year:

Summary Compensation Table

Annual Compensation
-------------------
Other Annual
Name and Principal Position Year Salary Bonus Compensation
- --------------------------- ---- ------ ----- ------------

Walter W. Tyler, president and 1998 $ -- $ -- $ --
CEO, 10/01/00 to present, and 1999 $ -- $ -- $ --
officer of subsidiary 2000 $ 26,000 $ -- $45,000
2001 $143,000 $ -- $ --

Nicholas E. Vanderborgh 1998 $ -- $ -- $ --
president & CEO 8/15/00-10/01/00, 1999 $100,000 $ -- $ --
and officer of subsidiary 2000 $148,000 $ -- $ --
2001 $184,000 $ -- $ --

Harry B. Noyes 1998 $120,000 $ -- $ --
past officer of subsidiary 1999 $120,000 $ -- $ --
2000 $ 57,000 $ -- $ --
2001 $ -- $ -- $ --

Milton E. Stanson, vice president, 1998 $ -- $ -- $ --
treasurer and director 1999 $ -- $ -- $ --
08/15/00 to present 2000 $ 89,000 $ -- $ --
2001 $ 99,000 $ -- $ --

CERTAIN BUSINESS RELATIONSHIPS

Bridge Financing

Effective October 17, 2001, the Company entered into a bridge financing
arrangement (the "Bridge Financing") with Thorn Tree Resources LLC ("Thorn
Tree") pursuant to which Thorn Tree agreed to loan up to six million dollars to
the Company pursuant to a Secured Grid Note (the "Note"). Repayment of the Note
is secured by all the assets of the Company pursuant to a general security
agreement (the "General Security Agreement"). The General Security Agreement
includes provisions defining defaults under other agreements of the Company as
defaults under the General Security Agreement that could allow Thorn Tree to
foreclose on the Company's assets. In connection with the Bridge Financing, the
Company also issued warrants to purchase Common Stock to Thorn Tree pursuant to
a Warrant Agreement. The Note and the Warrant Agreement are described below.

The sole manager of Thorn Tree is David H. Peipers, a director of the
Company. Prior to entering into the Note and the Warrant Agreement, Thorn Tree
owned approximately 47 percent of the outstanding shares of the Company. The
Note and the warrants were issued

pursuant to an exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended. A Form 4 has not been filed by Mr. Peipers in
connection with this transaction.

The Note

Pursuant to the terms and conditions contained in the Note, Thorn Tree
agreed to loan to the Company up to an aggregate principal amount of six million
dollars through December 31, 2001, all of which had been loaned as of January
25, 2002, with interest on the unpaid principal amount due at maturity at an
annual rate of 3% over the prime rate of JP Morgan Chase & Co., compounded
monthly. The Note is secured by all the assets of the Company pursuant to the
General Security Agreement.

All principal and interest outstanding under the Note is due on December
31, 2002. The outstanding balance under the Note may be prepaid by the Company
at any time without penalty. The terms of the Note allow Thorn Tree to elect, in
its sole discretion, to convert at any time some or all of the principal amount
outstanding under the Note and any accrued interest thereon into shares of the
Company's common stock at a price of seven dollars per share , subject to
certain anti-dilution adjustments.

The terms of the Note provide that the Company will not take the following
actions without the consent of Thorn Tree: (1) liquidate or dissolve, (2) sell,
transfer, lease or otherwise dispose of its assets and properties or grant
options, warrants or other rights with respect to its property or assets, with
certain exceptions, (3) purchase, redeem or retire, or make any dividend or
distribution on account of, any equity and/or debt securities of the Company,
except for certain dividends payable in Common Stock until June 30, 2002, (4)
create, incur, assume or suffer to exist any indebtedness, with certain
exceptions, (5) create, incur, assume or suffer to exist any mortgage, pledge,
hypothecation, assignment, security interest, encumbrance, lien, preference,
priority or preferential arrangement on its property, revenues or assets, with
certain exceptions, (6) purchase, own , invest in or acquire any stock or other
securities, with certain exceptions, (7) enter into any transaction with any
person or entity affiliated with the Company where the transaction is valued in
excess of $50,000, and (8) issue any securities of the Company, with certain
exceptions. Additionally, the Company must obtain the written consent of Thorn
Tree before taking the following actions: (a) amending or extending the Option
Agreement with Doyon, (b) committing to any new material expenditures in excess
of $100,000, (c) settling any material litigation, and (d) hiring any new
executive officers of the Company.

The Warrants

In connection with the Bridge Financing, the Company issued to Thorn Tree
warrants (the "Warrants") to purchase 500,000 shares of Common Stock,
exercisable at any time until October 17, 2006, at a price of seven dollars per
share, subject to certain anti-dilution adjustments. The Warrant Agreement
grants Thorn Tree rights to include shares underlying Warrants in future
registration statements filed by the Company.

As of February 1, 2002, all of the $6,000,000 advanced by Thorn Tree is
outstanding. If this entire unpaid principal amount were converted by Thorn Tree
into shares of Common Stock, the Company would issue a total of 878,570 shares
of Common Stock to Thorn Tree.

Prior Shareholder Loans

Prior to the Bridge Financing, loans were made to the Company, by Thorn
Tree and Universal in May 2001 in the respective amounts of $225,000 and
$200,000, and by Thorn Tree in June 2001 in the aggregate amount of $860,040.
These loans will mature on July 31, 2002 and bear interest at the rate of seven
percent per annum to be accrued to maturity. Prior to maturity, the loans are
convertible at the election of the holder, in whole or in part, into Common
Stock at the rate of ten dollars per shares, subject to certain anti-dilution
adjustments. If this entire unpaid principal amount were converted into shares
of common stock, the Company would issue a total of 111,216 shares to Thorn
Tree.

Additional Recent Loan

Effective January 23, 2002 Thorn Tree made an additional loan to the
Company in the sum of $628,000 on terms with respect to interest and security
which are similar to the Bridge Financing. The additional loan will mature on
April 23, 2002 and, under its terms, Thorn Tree may elect, in its sole
discretion, to convert at any time some or all of the principal amount
outstanding on the loan and any accrued interest thereon into shares of the
Common Stock at a price of $3.01 per share, subject to certain anti-dilution
adjustments. If the entire unpaid principal amount of the loan were converted
into shares of Common Stock, the Company would issue a total of 208,637 shares.

In connection with the loan the Company granted Thorn Tree warrants to
purchase 53,525 shares of Common Stock at a price of $3.01 per share, subject to
certain anti- dilution adjustments.

Other Business Relationships

Walter W. Tyler, president and chief executive officer of the Company, owns
five percent of the shares of two of the Company's subsidiaries, namely
Platinumm-Palladium Holdings, Inc. and Alaska Energy Fuels, Inc., both of which
are engaged in the Company's mineral exploration activities in Alaska. Nicholas
E. Vanderborgh, president of the Company's Blue Star subsidiary, owns five
percent of the outstanding shares of Blue Star.

Several of the company's subsidiaries are indebted in the aggregate amount
of $1,727,000 to Equistar Consolidated Holdings, LLC ("Equistar"), which is
controlled by Thorn Tree and Universal, primarily for funds which were advanced
to or expended for such subsdiaries by Equistar before they became subsidiaries
of the Company. Such indebtedness bears interest at the rate of 7% per annum and
will mature on March 31, 2002.

The Company's secretary, Stuart G. Schwartz, is counsel to the Company. He
received legal fees from the Company for the years ended December 31, 2001, 2000
and 1999 of $93,000, $58,000 and $17,500 respectively.

LITIGATION

A class action was commenced on June 4, 2001 in the United States District
Court for the Southern District of New York by a shareholder who alleged that he
had purchased shares of the Company during April and May in reliance on a press
release issued by the Company concerning project financing for the construction
of a natural gas conversion plant for the Company's Blue Star subsidiary. The
complaint alleged that the press release overstated the role of Credit Suisse
First Boston Corporation in the potential financing and was therefore false and
misleading. Thereafter, two additional class actions were commenced by two other
shareholders on June 7, 2001 and July 11, 2001, respectively, based on similar
allegations. On October 25, 2001 the three actions were consolidated into a
single action. On November 2, 2001 a consolidated amended complaint was filed
which substantially repeated the allegations of the original complaints and
referred to another Company press release which the plaintiffs alleged contained
misleading statements.

The defendants in the consolidated action are the Company, Walter W. Tyler,
Milton E. Stanson, Vincent P. Iannazzo, David H. Peipers, Universal Equities
Consolidated, LLC and Thorn Tree Resources, LLC. The relief sought is money
damages in an unstated amount. A motion on behalf of all the defendants to
dismiss the complaint was made on December 17, 2001 and is presently pending.

EMPLOYEES' INCENTIVE STOCK OPTION PLAN

The second matter to be acted upon at the meeting is approval of an
Employees' Incentive Stock Option Plan (the "Plan") that has been adopted by the
board of directors subject to approval by the shareholders. The salient terms of
the Plan are as follows:

1. The persons eligible to participate in the Plan will be all the
employees of the Company or any of its subsidiaries. The board of directors will
appoint a stock option committee with authority to recommend the granting of
options to specific eligible employees with the final decision as to whether or
not to grant any such option being reserved for the board of directors.

2. The exercise price will be recommended by the stock option committee and
determined by the board of directors but will not be less than 100 percent of
the fair market value of the stock at the time the option is granted, except in
the case of an option granted to any person owning more than ten percent of the
voting power of all classes of the Company's stock the exercise price will be
not less than 110 percent of the fair market value of the stock at the time the
option is granted. Unless otherwise required by applicable provisions of the
Internal Revenue Code or regulations issued thereunder, fair market value at the
time an option is granted will be taken to be the mean between the high and low
prices of the Company's common stock on the Nasdaq Stock Market on the day the
option is granted or, if no sale of such stock is made on that market on that
day, on the next preceding day on which any such sale was made.

3. The number of shares covered by each option will be recommended by the
stock option committee with final decision being reserved to the board of
directors, provided however, that such number of shares shall not exceed a
number equal to the quotient obtained by dividing a dollar amount equal to
fifteen percent of the employee's annual salary by the fair market value of the
stock on the day the option is granted. If an additional option is given to an
employee that has previously been granted an option under the Plan but whose
salary has increased, the number of additional shares that may be optioned based
upon the annual salary increase shall not exceed a number equal to the quotient
obtained by dividing a dollar amount equal to fifteen percent of the increase by
the fair market value per share on the date the option covering the additional
shares is granted.

4. The number of shares and the exercise price of any option granted under
the Plan will be adjusted proportionally in the event of stock dividends or
stock splits occurring subsequent to the granting of the option. In the event of
a merger, consolidation, reorganization or other change in corporate structure,
appropriate adjustment may be made by the board of directors.

5. Each option granted under the Plan will not vest and may not be
exercised until the expiration of three years after it is granted, and if an
option holder's employment with the Company or any subsidiary ceases for any
reason, any of such option holder's options that have not yet vested at that
time will be automatically cancelled and terminated.

6. Each unexercised vested option will expire on the earlier of five years
after the date on which it became vested or six months after the cessation of
the employee's employment.

7. The options will be non-transferable, except that vested options may
pass to the deceased employee's estate but will terminate six months after his
death. No shares issued upon exercise of an option may be disposed of within one
year after being acquired by the option holder.

8. The Company in the future may, but has not undertaken to, cause the
shares subject to the options to be registered under the Securities Act of 1933,
as amended (the "Securities Act"). For both the granting of the options and the
issuance of shares pursuant to the options without registration, the Company is
relying upon the exemption provided by Section

4(2) of the Securities Act. If an employee desires to exercise an option before
registration has taken place, such employee will be required to make a
representation in writing to the Company that he or she is acquiring the shares
for investment and not with a view to distribution, and that he or she is aware
that the shares have not been registered and may not be resold except pursuant
to an effective registration statement or an available exemption from the
registration requirements of the Securities Act.

9. The maximum number of shares available for grant under the plan will be
one million shares.

10 . The board of directors may at any time suspend or terminate the Plan.
Unless the Plan is terminated by the board sooner, the Plan will terminate on
October 16, 2011. Suspension or termination willl not, without the option
holder's consent, alter or impair any rights or obligations under any option
previously granted under the Plan.

11. The board of directors may at any time amend the Plan but, except for
adjustments of the kind referred to in Paragraph 4 above, may not, without
further approval of the shareholders, (a) increase the aggregate number of
shares that may be issued under the Plan or the maximum number of shares for
which options may be granted to any one employee, (b) change the minimum option
price, (c) increase the maximum period during which options may be exercised, or
(d) extend the Plan's termination date. Any amendment of the Plan will not,
without the option holder's consent, alter or impair any rights or obligations
under any option previously granted under the Plan.

12. It is intended that the options granted under the Plan will qualify as
an incentive stock options within the meaning of the U.S. Internal Revenue Code.

The Plan will be considered approved if a quorum is present at the meeting
and a majority of the votes cast are in favor of such approval.

DATE OF RECEIPT OF SHAREHOLDER PROPOSALS

Shareholder proposals must be received by the Company by June 1, 2002 to be
included in the proxy materials for the next annual meeting of shareholders.

RELATIONSHIP WITH INDEPENDENT AUDITORS

Representatives of the principal accountants for the Company are expected
to be present at the Meeting, will have the opportunity to make a statement if
they desire to do so, and are expected to be available to respond to appropriate
questions.

OTHER MATTERS

The board of directors knows of no other matters to be brought before the
Meeting. However, if other matters should come before the Meeting, it is the
intention of each person named in the proxy to vote in accordance with his
judgment on such matters.

APPENDICES TO THIS PROXY STATEMENT

Appendix 1. Audit Committee charter.

Appendix 2. Employees' Incentive Stock Option Plan.

Appendix 3. Excerpt from Amendment No. 1 to Schedule 13D
Filed by Dorothy D. Eweson.

DOCUMENTS ACCOMPANYING THIS PROXY STATEMENT

This proxy statement is accompanied by copies of the Company's report on
Form 10-KSB for the year ended December 31, 2000 and the Company's report on
Form 10-QSB for the period ended September 30, 2001.

February 1, 2002

By Order of the Board of Directors

Stuart G. Schwartz
Secretary

APPENDIX 1

AUDIT COMMITTEE CHARTER

Organization

There shall be a committee of the board of directors to be known as the
Audit Committee. The Audit Committee shall be composed of three or more
directors each of whom shall be independent of the management of the Corporation
and free of any relationship that would interfere with the exercise of his or
her independent judgment as a member of the Committee. All members of the
Committee shall have a working familiarity with basic finance and accounting
practices, and at least one member of the Committee shall have accounting or
related financial management expertise. The members of the Audit Committee shall
be designated by and serve at the pleasure of the full board of directors.

Responsibilities

The Audit Committee shall have the following responsibilities:

1. Overseeing that management has maintained the reliability and integrity
of the accounting policies and financial reporting and disclosure practices of
the Corporation.

2. Overseeing that management has established and maintained procedures to
assure that an adequate system of internal financial controls is functioning
within the Corporation.

3. Overseeing that management has established and maintained procedures to
assure compliance by the Corporation with all applicable laws and regulations.

Specific Functions

In carrying out its responsibilities the Committee will perform the
following specific functions to ensure that the accounting and reporting
practices of the Corporation are in accordance with all requirements and of the
highest quality. Among other things, the Committee will:

1. Review and recommend to the board of directors the independent auditors
to be selected to audit the financial statements of the Corporation and its
divisions and subsidiaries.

2. Confer with the independent auditors and financial management of the
Corporation to review the scope of the proposed audit for the current year and
the audit procedures to be utilized and, at the conclusion of the audit, review
same and any comments or recommendations of the independent auditors.

3. Review with the independent auditors and the Corporation's financial and
accounting personnel the adequacy and effectiveness of the accounting and
financial controls of the Corporation, and elicit any recommendations for the
improvement of such internal control procedures and determine whether in any
particular areas new or more detailed controls or procedures are desirable.
Particular emphasis is to be given to the adequacy of internal financial
controls to expose any payments or transactions that might be deemed illegal
or otherwise improper.

4. Review the internal audit functions performed by corporate personnel,
including their independence and authority in carrying out their reporting
obligations concerning same, with attention, among other things, to any proposed
internal audit plans for the coming year and the coordination of such plans with
the independent auditors.

5. Review with management and the independent auditors the financial
statements to be contained in the annual report to shareholders, to determine
whether the independent auditors are satisfied with the disclosure and the
content of such financial statements. Any changes in accounting principles are
to be reviewed.

6. Provide sufficient opportunity for corporate accounting and financial
personnel and the independent auditors to meet with members of the Committee
without members of management being present. Among the items to be discussed in
the meetings with the independent auditors are their evaluation of the
Corporation's accounting and financial personnel, and the cooperation that the
independent auditors received during the course of the audit.

7. Investigate any matter brought to the Committee's attention within the
scope of its duties.

8. Inform the board of directors of all matters discussed at, and provide
it with copies of the minutes of, all meetings of the Committee.

9. Review and assess the adequacy of this charter on an annual basis.

APPENDIX 2

EMEX CORPORATION EMPLOYEES'
INCENTIVE STOCK OPTION PLAN

1. Purpose.

The purpose of the Emex Corporation Employees' Incentive Stock Option Plan
("the Plan") is to provide a means whereby employees of Emex Corporation (the
"Company") and its subsidiaries may purchase shares of the Company's common
stock under options which will qualify as "incentive stock options" under
Section 422 of the Internal Revenue Code of 1986, as amended ("Incentive Stock
Options").

2. Grant of Options.

Options qualifying as Incentive Stock Options may be granted from time to
time to employees of the Company or any of its subsidiaries to purchase the
Company's common stock upon recommendation of the Company's stock option
committee (the "Committee") and approval of such recommendation by the Company's
board of directors (the "Board").

3. Maximum Aggregate Number of Shares.

The maximum aggregate number of shares for which options may be granted
under the Plan shall be one million.

4. Option Price.

The option price shall be recommended by the Committee and determined by
the Board but shall not be less than 100 percent of the fair market value of the
stock at the time the option is granted, provided, however, that in the case of
an option granted to any person then owning more than ten percent of the voting
power of all classes of the Company's stock, the option price shall be not less
than 110 percent of the fair market value of the stock at the time the option is
granted. Unless otherwise required by applicable provisions of the Internal
Revenue Code or regulations issued thereunder, fair market value at the time an
option is granted shall be taken to be the mean between the high and low prices
of the Company's common stock on the Nasdaq Stock Market on the day the option
is granted or, if no sale of such stock shall be made on that market on that
day, on the next preceding day on which any such sale was made.

5. Maximum Number of Shares per Employee.

The number of shares for which any employee may be granted options shall
not exceed a number equal to the quotient obtained by dividing a dollar amount
equal to fifteen percent of the employee's annual salary by the fair market
value per share on the date the option is granted. The number of additional
shares that may be granted after an increase in the employee's salary shall not
exceed a number equal to the quotient obtained by dividing a dollar amount equal
to fifteen percent of the increase by the fair market value per share on the
date the option covering the additional shares is granted.

6. Limitation.

No employee shall be granted options which first become exercisable in any
calendar year for shares having an aggregate fair market value in excess of
$100,000 determined at the time of the grant. No option holder may exercise
options during any calendar year for the purchase of shares having an aggregate
fair market value exceeding $100,000 determined at the time of the grant except
to the extent such options were first exercisable in prior calendar years.

7. Exercise.

Any option granted pursuant to the Plan shall contain provisions
recommended by the Committee and approved by the Board setting forth the manner
in which the option shall be exercised, provided, however, that no option shall
vest or be exercised before the expiration of three years after the date it was
granted and, if an option holder's employment with the Company or any subsidiary
ceases for any reason, any of such option holder's options that have not yet
vested at that time will be automatically cancelled and terminated.

8. Expiration.

Any unexercised vested option (i.e. an option that has been held for at
least the three year period specified in Section 7 above and has not been
terminated under the provisions of that section) will expire on the earlier of
five years after the date it became vested (i.e. eight years after the date of
its grant) or six months after the cessation of the option holder's employ- ment
for any reason.

9. Nontransferability.

Any option granted under the Plan shall contain a provision making the
option nontransferable by the option holder (except, in the case of a vested
option, to his estate upon his death for the six months period referred to in
Section 8 above), and making the option exercisable only by the option holder
during his lifetime. The option shall further provide that no shares acquired by
exercise of the option shall be disposed of within one year after the transfer
of such shares to the option holder.

10. Adjustments.

The number of shares covered by and the option price under any option
granted under the Plan shall be adjusted proportionally in the event of stock
dividends or stock splits occurring subsequent to the granting of the option,
and a proportional adjustment shall likewise be made in the respective maximums
referred to in Sections 3 and 5 above. If there shall be any change in the
Company's stock which is the subject of an option as the result of a merger,
consolidation, reorganization or other change in corporate structure,
appropriate adjustment may be made by the Board in the number of shares subject
to and the option price under such option, as well as in the respective maximums
referred to in Sections 3 and 5 above. If the surviving entity is an entity
other than the Company, the Board may direct that, instead of shares of the
Company's common stock, the option shall thenceforth, for the same aggregate
option price, cover securities of the surviving entity having substantially the
same fair market value as the Company's common stock that was previously subject
to the option.

11. Investment Representation.

Unless and until the shares underlying any option shall have been
registered in accordance with the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), each option holder shall be required at the
time, and as a condition, of any exercise of an option, to give the Company a
representation in writing, in such form as the Committee or the Board may
require, that such option holder is acquiring the shares as to which the option
is being exercised for investment and not with a view to distribution, and that
such option holder is aware that such shares may not be resold except pursuant
to an effective registration statement under the Securities Act or an available
exemption from its registration provisions.

12. Effective Date of Plan.

The Plan shall become effective on such date as the Board shall determine,
provided, however, that within twelve months after the Board's adoption of the
Plan it shall be approved by a majority vote at a duly called meeting of the
shareholders at which a quorum is present or by the written consent of the
holders of a majority of all the shares issued and outstanding and entitled to
vote on the matter. The Company shall, as and when appropriate, comply with all
legal requirements for the issuance of shares pursuant to the exercise of
options under the Plan, and procure the listing of such shares, upon official
notice of issuance thereof, on the Nasdaq Stock Exchange or such other stock
exchange or stock exchanges upon which the Company's common Stock shall be
listed.

13. Suspension or Termination of the Plan.

The Board may at any time suspend or terminate the Plan. Unless the Plan
shall have been sooner terminated by the Board, the Plan shall terminate on
October 16, 2011. No option may be granted during any such suspension or after
termination. Suspension or termination shall not, without the option holder's
consent, alter or impair any rights or obligations under any option previously
granted under the Plan.

14. Amendment of the Plan.

The Board may at any time amend the Plan in such respects as the Board may
deem advisable in order that options granted under the Plan shall be Incentive
Stock Options, or in order to conform to any change in the law, or in any other
respect which the Board may deem to be in the best interest of the Company,
provided, however, that no such amendment shall, without further approval of the
shareholders, except as provided in Section 10 above, (a) in- crease the
aggregate number of shares that may be issued under the Plan or the maximum
number of shares for which options may be granted to any one employee, (b)
change the minimum option price, (c) increase the maximum period during which
options may be exercised, or (d) extend the Plan's termination date. Any
amendment of the Plan shall not, without the option holder's consent, alter or
impair any rights or obligations under any option previously granted under the
Plan.

-o0o-

APPENDIX 3

EXCERPT FROM AMENDMENT NO. 1 TO SCHEDULE 13D
FILED BY DOROTHY D. EWESON

Item 1. Security and Issuer.

This Amendment No. 1 amends and restates the Schedule 13D dated December
10, 2001 filed by Ms. Dorothy D. Eweson (the "Reporting Person") with respect to
the common stock, par value $0.01 per share ("Common Stock"), of Emex
Corporation (the "Issuer"), a Wyoming corporation. The name and address of the
principal executive office of the Issuer is 115 East 57th Street, Suite 1540,
New York, NY 10022.

Item 2. Identity and Background.

(a) The person filing this statement is Mrs. Dorothy D. Eweson.

(b) The business address of the Reporting Person is, c/o Keswick Management
Inc., 1330 Avenue of the Americas, 27th Floor, New York, NY 10019, Attn. James
J. Ruddy, telephone (212) 315-8300.

(d) The Reporting Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.

(e) The Reporting Person has not, during the last five years, been party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violation of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

(f) The Reporting Person is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

Consideration for the acquisition of the JPM Debt and the Collateral
Agreements (each as defined in Item 6) of $22,056,833.34 came from the personal
funds of the Reporting Person. Additionally, see response to Item 6 below.

Item 4. Purpose of Transaction.

The purpose of the transactions by the Reporting Person is investment in
debt obligations of Equistar Consolidated Holdings, LLC ("Equistar") secured by
Common Stock, which obligations are in default. The Reporting Person reserves
all rights and remedies in respect of such obligations and under the relevant
security documents but has not decided on a course of action with respect
thereto.

Other than as described above, the Reporting Person currently has no plans
or proposals that relate to or would result in further transactions of the kind
described in paragraphs (a) through (j) of Item 4 of Schedule 13D, but may, at
any time and from time to time, review, reconsider and discuss with the Issuer
or others the Reporting Person's positions with respect to the Issuer which
would thereafter result in the adoption of such plans or proposals.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Person beneficially owns an aggregate of 22,221,876
shares of Common Stock, which represents approximately 90.7% of the outstanding
Common Stock, based on the number of shares of Common Stock outstanding as
reported by the Issuer on November 8, 2001.

(b) Under the right of subrogation and the Assignment Agreement and
Collateral Agreements described in Item 6 below, the Reporting Person has the
sole power to direct the vote and sole power to direct the disposition of
22,221,876 shares of Common Stock.

(c) The Reporting Person acquired beneficial ownership of the 22,221,876
shares of Common Stock reported in this filing pursuant to the transactions
described in Item 6. Other than such transactions, the Reporting Person has not
effected any transactions with respect to Common Stock in the past sixty days.

Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.

The Reporting Person acquired beneficial ownership of 6,025,000 shares of
Common Stock under a right of subrogation when HSBC Bank USA ("HSBC") foreclosed
upon collateral that the Reporting Person had pledged to secure indebtedness of
Equistar to HSBC in principal amount of $8,335,000 plus accrued interest (the
"HSBC Loans").

At the time of the foreclosure, the Reporting Person had a custody account
with HSBC, which held securities and other forms of investment property (the
"Custody Account"). To secure the payment of the HSBC Loans, the Reporting
Person pledged and granted a security interest in the Custody Account pursuant
to (i) a Hypothecation and Security Agreement dated as of April 25, 2000 and
(ii) a Hypothecation and Security Agreement dated as of May 9, 2000 (as such
Hypothecation and Security Agreements have been amended, supplement or otherwise
modified through the date hereof, the "Hypothecation Agreements") each by the
Reporting Person to the HSBC.

To further secure the payment of the HSBC Loans, Universal Equities
Consolidated, LLC ("Universal") and Thorn Tree Resources, LLC ("TTR") pledged
and granted a security interest in 6,000,000 shares and 25,000 shares,
respectively, of Common Stock pursuant to the Stock Pledge Agreement dated as of
September 29, 2000 by Universal and TTR to HSBC (as such Stock Pledge Agreement
has been amended, supplemented or otherwise modified through the date hereof,
the "Stock Pledge Agreement").

On October 18, 2001, Equistar failed to repay the HSBC Loans on the their
maturity date, which resulted in an event of default under the loan documents.
HSBC exercised its rights and remedies under the Hypothecation Agreements and
foreclosed upon the property in the Custody Account on November 28, 2001. As of
that date the Reporting Person became the beneficial owner of 6,025,000 shares
of Common Stock, because she acquired the rights and remedies of HSBC under the
Stock Pledge Agreement, thus becoming the pledgee of such shares of Common Stock
under the Stock Pledge Agreement.

The Reporting Person is not a party to the Stock Pledge Agreement,
therefore the Stock Pledge Agreement has not been filed as an exhibit hereto.

Additionally, the Reporting Person acquired beneficial ownership of
16,196,876 shares of Common Stock pursuant to an Assignment Agreement between JP
Morgan Chase Bank ("JPM") and Sixth Avenue Associates LLC, a Delaware limited
liability company of which the sole member is a nominee of the Reporting Person
("SAA"), dated as of December 20, 2001 (the "Assignment Agreement") in
consideration for payment to JPM by SAA of $22,056,833.34.

JPM had made a loan in the principal amount of $22,000,000 to Equistar (the
"JPM Loan") in consideration for a term promissory note issued by Equistar to
the order of JPM dated as of September 27, 2000 (the "JPM Note"). Universal and
TTR had pledged 5,110,938 and 11,085,938 shares of Common Stock, respectively,
to JPM to secure the repayment of the JPM Loan pursuant to collateral agreements
by Universal and TTR to JPM, each dated as of September 29, 2000 (the
"Collateral Agreements").

On September 30, 2001, Equistar failed to repay the JPM Loan on the
maturity date, which resulted in an event of default under the loan documents.
On December 20, 2001, SAA acquired all right, title and interest in the JPM Loan
and the interest accrued thereon and became the holder of the JPM Note and a
party to the Collateral Agreements having the rights and obligations of JPM
thereunder pursuant to the Assignment Agreement. As of December 20, 2001 the
Reporting Person became the beneficial owner of 16,196,876 shares of Common
Stock, as the pledgee of such shares of Common Stock under the Collateral
Agreements.

Emex Corporation PROXY This proxy is solicited on behalf of the
12600 West Colfax Ave. Suite C-500 Board of Directors
Lakewood, CO 80215
The undersigned hereby appoints Walter
W. White, Joy Mosley and James Lincoln
as Proxies, each with the power to
appoint his or her substitute, and
hereby authorizes them to represent and
to vote, as designated below, all the
shares of common stock of Emex
Corporation held of record by the
undersigned on January 31, 2002 at the
special meeting in lieu of the annual
meeting of shareholders to be held on
February 22, 2002 or any adjournment
thereof.

1. ELECTION OF DIRECTORS FOR all nominees listed below |_| WITHHOLD AUTHORITY |_|
(Except as incated to the contrary below) (To vote for any of the nominees listed)

INSTRUCTION: To withhold authority to vote for any individual nominee, strike
out that nominee's name. Please set forth below the name of each nominee the
number of votes you wish to cast for him. (You have a total number of votes
equal to the number of your shares multiplied by four.) You may cast all of your
votes for any nominee or divide your votes between the nominees as you wish. In
the absence of an instruction to the contrary, your votes will be divided as
equally as possible among the nominees whose names are not stricken out.

NOMINEES: Noel J. Brown, James H. Feldhake, Frank J. Hagan, Jr., Milton E.
Stanson

2. PROPOSAL TO APPROVE THE EMPLOYEE INCENTIVE STOCK OPTION PLAN

|_| FOR |_| AGAINST |_| ABSTAIN

3. In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted for the election of all nominees and in favor of Proposal 2.

Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing
as attorney, as executor, administrator,
trustee or guardian, please give full
title as such. If a corporation,
[LABEL 1 X 3-1/2 inches] please sign in full corporate name by
President or other authorized officer.
If a partnership, please sign in
partnership name by authorized person.

DATED: ______________________, 2002
---------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE Signature
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. ---------------------------------
Signature if held jointly