BIO-REFERENCE LABORATORIES, INC.
                            481 EDWARD H. ROSS DRIVE
                         ELMWOOD PARK, NEW JERSEY 07407
                                  201-791-2600

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

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                DECEMBER 15, 2000

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

     The annual meeting of stockholders of Bio-Reference Laboratories, Inc. (the
"Company") will be held at The Sheraton Crossroads Hotel,  Crossroads  Corporate
Center, Route 17 North, Mahwah, New Jersey 07495-0001,  on Friday,  December 15,
2000 at 9:00 A.M. local time, for the following purposes:

     1. To elect two  directors to the  Company's  Board of  Directors,  each to
        serve for a term of three years and until his  successor is duly elected
        and qualified (Proposal One).

     2. Ratification  of Adoption of the 2000  Employee  Incentive  Stock Option
        Plan (Proposal Two).

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

     Pursuant to the provisions of the By-Laws, the Board of Directors has fixed
the close of business  on  Wednesday,  November  15, 2000 as the record date for
determining the  stockholders of the Company  entitled to notice of, and to vote
at the meeting or any adjournment thereof.

     Stockholders  who do not expect to be present in person at the  meeting are
urged  to  date  and  sign  the  enclosed  proxy  and  promptly  mail  it in the
accompanying postage-paid envelope.

                                           By Order of the Board of Directors



                                           Marc D. Grodman
                                           PRESIDENT


Dated: November 20, 2000


     PLEASE  COMPLETE AND PROMPTLY  RETURN YOUR PROXY IN THE ENCLOSED  ENVELOPE.
THIS  WILL NOT  PREVENT  YOU FROM  VOTING IN  PERSON  AT THE  MEETING  BUT WILL,
HOWEVER, HELP TO ASSURE A QUORUM AND AVOID ADDED PROXY SOLICITATION COSTS.





                        BIO-REFERENCE LABORATORIES, INC.
                            481 EDWARD H. ROSS DRIVE
                         ELMWOOD PARK, NEW JERSEY 07407
                                  201-791-2600

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

                                 PROXY STATEMENT

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

                         ANNUAL MEETING OF STOCKHOLDERS
                                DECEMBER 15, 2000

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


      This Proxy  Statement of  Bio-Reference  Laboratories,  Inc., a New Jersey
corporation  (the  "Company") is first being mailed to  Stockholders on or about
November  20,  2000 in  connection  with  the  solicitation  of  proxies  by the
Company's Board of Directors to be used at the Annual Meeting of Stockholders of
the Company to be held on Friday, December 15, 2000 at 9:00 A.M. (local time) at
The Sheraton  Crossroads Hotel,  Crossroads  Corporate  Center,  Route 17 North,
Mahwah, New Jersey 07495-0001.  Accompanying this Proxy Statement is a Notice of
Annual  Meeting of  Stockholders,  a form of Proxy; a copy of the Company's 1999
Annual Report and a copy of the Company's  Quarterly Report on Form 10-Q for the
quarter  ended  July  31,  2000  as  filed  with  the  Securities  and  Exchange
Commission, each containing financial statements and related data.

      All  proxies  which are  properly  filled in,  signed and  returned to the
Company  prior  to or at the  Meeting  will be  voted  in  accordance  with  the
instructions  thereon. A proxy may be revoked by any stockholder giving the same
prior to the exercise  thereof by: (a) written notice delivered to the Company's
principal  offices  prior to the  commencement  of the Meeting,  (b) providing a
signed proxy  bearing a later date, or (c) appearing in person and voting at the
Meeting.  The Company intends to vote executed but unmarked  proxies in favor of
Proposals  One and  Two.  Broker  non-votes  will be  counted  for  purposes  of
determining  a quorum but  otherwise  will be considered  not  represented  with
regard to voting on any matter with respect to which there is a broker non-vote.
The Board has fixed the close of  business  on  November  15, 2000 as the record
date for the determination of stockholders who are entitled to notice of, and to
vote at the meeting or any adjournment thereof.

      The expenses of  preparing,  assembling,  printing and mailing the form of
proxy and the  material  used in  solicitation  of proxies  will be borne by the
Company.  In addition to the  solicitation  of proxies by use of the mails,  the
Company may utilize the services of some of its  officers and regular  employees
(who will  receive no  additional  compensation  therefor)  to  solicit  proxies
personally, and by telephone. The Company has requested banks, brokers and other
custodians,  nominees and fiduciaries to forward copies of the proxy material to
their principals and to request  authority for the execution of proxies and will
reimburse  such  persons  for  their  services  in  doing  so.  The cost of such
additional solicitation incurred otherwise than by use of the mails is estimated
not to exceed $10,000.

VOTE REQUIRED, PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT

      At the record date, the Company had 8,505,632  shares of its Common Stock,
$.01 par value (the "Common  Stock") and 604,078 shares of its Series A - Senior
Preferred Stock ("Series A Preferred Stock")  outstanding,  the holders of which
are each  entitled to one vote per share.  The presence in person or by proxy of
at least a majority of the outstanding Common Stock and Series A Preferred Stock
voting together as one class is necessary to constitute a quorum at the meeting.
Election of directors  (Proposal  One) and  ratification  of the adoption of the
2000 Employee  Incentive  Stock Option Plan  (Proposal  Two),  each requires the
affirmative  vote of a majority of the votes cast on the Proposal by the holders
of Common  Stock and  Series A  Preferred  Stock  voting  together  as one class
present in person or by proxy at the meeting.





      The following  table sets forth  information  as of November 15, 2000 with
respect to the ownership of Common Stock by (i) each person known by the Company
to be the beneficial owner of more than 5% of its outstanding Common Stock, (ii)
each director of the Company,  (iii) each executive officer of the Company,  and
(iv) all directors and executive  officers as a group. The percentages have been
calculated on the basis of treating as outstanding for a particular  holder, all
shares of Common  Stock  outstanding  on said date owned by such  holder and all
shares of Common  Stock  issuable  to such  holder in the event of  exercise  or
conversion of outstanding options, warrants and convertible securities including
Series A Preferred Stock owned by such holder at said date which are exercisable
or convertible within 60 days of such date.

                                                   SHARES OF
NAME AND ADDRESS OF                               COMMON STOCK        PERCENTAGE
 BENEFICIAL OWNER                             BENEFICIALLY OWNED(1)    OWNERSHIP
- -------------------                           ---------------------   ----------
Directors and Executive Officers*
   Marc D. Grodman(2) ......................      1,673,845               17.8%
   Howard Dubinett (3) .....................        477,001                5.5%
   Sam Singer(4) ...........................        377,667                4.4%
   Frank DeVito(5) .........................         10,202                  --
   John Roglieri(6) ........................         31,667                  --
   Gary Lederman (7) .......................         25,200                  --
   Executive Officers and Directors  as a
     group (six persons)(2)(3)(4)(5)(6)(7) .      2,595,582               26.4%


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

*   The address of all of the Company's  directors and executive officers is c/o
    the Company, 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07407.

(1) Except as  otherwise  noted,  each holder named in the table has sole voting
    and  investment  power with  respect to all shares of Common  Stock shown as
    beneficially owned.

(2) Includes  608,100  shares  owned  directly by Dr.  Grodman,  549,678  shares
    issuable  upon  conversion  of Series A Preferred  Stock and 300,000  shares
    issuable  upon  exercise of options.  Also  includes  121,667  shares  owned
    directly and 54,400 shares  issuable  upon  conversion of Series A Preferred
    Stock held by Dr. Grodman's wife, Pam Grodman,  and a Company  controlled by
    her and 40,000 shares owned by their minor children.  Dr. Grodman  disclaims
    beneficial ownership of these 216,067 shares.

(3) Includes  263,667 shares owned  directly,  and 213,334 shares  issuable upon
    exercise of options.

(4) Includes  211,000 shares owned  directly,  and 166,667 shares  issuable upon
    exercise of options.

(5) Includes 202 shares owned directly and 10,000 shares  issuable upon exercise
    of warrants.

(6) Includes  1,667  shares  owned  directly  and 30,000  shares  issuable  upon
    exercise of warrants.

(7) Includes 25,200 shares owned directly.

    The  Company's  executive  officers  and  directors  and  members  of  their
immediate  families  owning and having the right to vote an aggregate  1,875,581
shares (20,6%) of the Company's  outstanding Common Stock and Series A Preferred
Stock on a combined  basis have stated their  intention to vote their shares FOR
the nominees for election as directors  (Proposal One) and FOR the  ratification
of the adoption of the 2000 Employee Incentive Stock Option Plan (Proposal Two).




                                       2




                        ACTION TO BE TAKEN AT THE MEETING

                              ELECTION OF DIRECTORS
                                 (PROPOSAL ONE)

      The number of directors on the  Company's  Board of Directors is currently
fixed at six. The Company's  Certificate of  Incorporation  divides the Board of
Directors into three classes.  The members of each class of directors  serve for
staggered three-year terms. The Board is comprised of two Class I directors (Dr.
Grodman and Mr.  Dubinett),  two Class II directors (Mr.  Singer and Mr. DeVito)
and two Class III directors (Dr. Roglieri and Mr. Lederman),  whose terms expire
upon the election and  qualification  of their  successors at successive  Annual
Meetings held in 1998,  1999 and 2000  respectively.  At each Annual  Meeting of
Stockholders, directors are elected for a full term of three years.

      Dr.  Roglieri and Mr.  Lederman  (current  Class III  directors) are being
proposed for re-election at this Annual Meeting of  Stockholders,  each to serve
for a  three-year  term and until his  successor is elected and  qualifies.  The
shares  represented  by  proxies  will be  voted in  favor  of the  election  as
directors of Dr.  Roglieri and Mr. Lederman who are the nominees of the Board of
Directors  for  election and  authority to vote for their  election as Class III
directors shall be deemed granted unless specifically  withheld.  Management has
no reason to  believe  that  either or both of such  nominees  for the office of
director  will not be  available  for  election as a director.  However,  should
either or both of them  become  unwilling  or unable  to accept  nomination  for
election,  it is intended that the  individuals  named in the enclosed proxy may
vote for the  election  of such  other  person  or  persons  as  Management  may
recommend.  The Company does not have a nominating committee.  During the twelve
month period ended  October 31, 1999,  the Company's  Board of Directors  held a
total of three meetings.

      The following table sets forth certain information with respect to each of
the directors and executive officers of the Company.



            NAME                  AGE        POSITION
            ----                  ---        --------
                                       
Marc D. Grodman, M.D. ........    49         Chairman of the Board, President,
                                               Chief Executive Officer and Director

Howard Dubinett ..............    49         Executive Vice President, Chief Operating
                                               Officer and Director

Sam Singer ...................    57         Vice President, Chief Financial Officer,
                                               Chief Accounting Officer and Director

Frank DeVito (b) .............    78         Director

John Roglieri, M.D. (b) ......    61         Director

Gary Lederman, Esq. (a) ......    66         Director


- -------------------
(a) Chairman of the Audit Committee.
(b) Member of the Audit Committee.

     The Audit  Committee  confers  with the  Company's  auditors  and  reviews,
evaluates  and advises the Board of  Directors  concerning  the  adequacy of the
Company's accounting systems, its financial reporting practices, the maintenance
of its books and records  and its  internal  controls.  In  addition,  the Audit
Committee reviews the scope of the audit of the Company's  financial  statements
and the results thereof.

     The Company does not have an Executive  Committee.  Officers are elected by
and hold office at the discretion of the Board of Directors.

                                       3



      The  following  is a brief  account  of the  business  experience  of each
director including each nominee for director of the Company.

      Marc D.  Grodman,  M.D.  founded the Company in December 1981 and has been
its Chairman of the Board,  President,  Chief  Executive  Officer and a Director
since its formation.  Dr. Grodman is an Assistant Professor of Clinical Medicine
at  Columbia  University  College  of  Physicians  and  Surgeons  and  Assistant
Attending Physician at Presbyterian  Hospital, New York City. From 1980 to 1983,
Dr. Grodman attended the Kennedy School of Government at Harvard  University and
was a Primary Care Clinical Fellow at Massachusetts General Hospital.  From 1982
to 1984,  he was a medical  consultant  to the Metal  Trades  Department  of the
AFL-CIO.  Dr. Grodman received a B.A. degree from the University of Pennsylvania
in 1973 and an M.D.  degree from Columbia  University  College of Physicians and
Surgeons in 1977.  Except for his part time  duties as  Assistant  Professor  of
Clinical Medicine and Assistant  Attending  Physician at Columbia University and
Presbyterian Hospital and his rendering of medical services on a part time basis
to the Uniformed Firefighters  Association of New York City, Dr. Grodman devotes
all of his working time to the business of the Company.

      Howard Dubinett has been the Executive  Vice-President and Chief Operating
Officer of the Company  since its formation in 1981. He became a Director of the
Company in April 1986. Mr. Dubinett  attended Rutgers  University.  Mr. Dubinett
devotes all of his working time to the business of the Company.

      Sam Singer  has been the  Company's  Vice  President  and Chief  Financial
Officer since October 1987 and a Director since November 1989. He is responsible
for all of the Company's financial activities. Mr. Singer was the Controller for
Sycomm Systems Corporation, a data processing and management consulting company,
from 1981 to 1987, prior to joining the Company.  He received a B.A. degree from
Strayer College and an M.B.A. from Rutgers University. Mr. Singer devotes all of
his working time to the business of the Company.

      Frank DeVito became a Director of the Company in April 1986.  Mr.  DeVito,
who is now retired, served as Vice President of the New Jersey State AFL-CIO and
from  1960  until  December  1985  was  President  of  AFL-CIO  United  Food and
Commercial  Workers,  Local 1245.  Mr.  DeVito is also the former  president  of
Benefit Plan Services of New Jersey,  a medical  insurance  consulting  company.
From 1981 through December 1985 Mr. DeVito was also President of United Food and
Commercial  Workers  District  Council of Metropolitan New York and Northern New
Jersey,  which was  comprised  of 35 local  unions  with  approximately  150,000
members.

      John Roglieri, M.D. became a Director of the Company in September 1995. He
is an Assistant Professor of Clinical Medicine at Columbia  University's College
of Physicians and Surgeons and an Assistant  Attending Physician at Presbyterian
Hospital,  New York  City.  Dr.  Roglieri  received  a B.S.  degree in  Chemical
Engineering  and a B.A.  degree in Applied  Sciences  from Lehigh  University in
1960, an M.D.  degree from Harvard Medical School in 1966, and a Master's degree
from Columbia  University  School of Business in 1978.  From 1969 until 1971, he
was a Senior Assistant  Surgeon in the U.S. Public Health Service in Washington.
From 1971 until  1973 he was a Clinical  and  Research  Fellow at  Massachusetts
General  Hospital.  From 1973 until  1975,  he was  Director  of the Robert Wood
Johnson  Clinical  Scholars  program  at  Columbia  University.  In  1975 he was
appointed  Vice-President   Ambulatory  Services  at  Presbyterian  Hospital,  a
position  which he held until 1980.  Since  1980,  he has  maintained  a private
practice of internal medicine at Columbia-Presbyterian Medical Center. From 1988
until 1992, he was also Director of the Employee  Health Service at Presbyterian
Hospital.  From 1992  through  1999,  Dr.  Roglieri  was the  Corporate  Medical
Director of NYLCare, a managed care subsidiary of New York Life. Dr. Roglieri is
currently  the  chief  medical  officer  of  Physician   WebLink,   a  New  York
metropolitan  area  physician  practice  management  company.  He is a member of
advisory boards to several  pharmaceutical  companies, a member of the Editorial
Advisory  Board of the journal  Managed  Care and a  biographee  of Who's Who in
America.

      Gary  Lederman,  Esq.  became a director  of the  Company in May 1997.  He
received his B.A. from Brooklyn College in 1954 and his J.D. from NYU Law School
in 1957. He was manager of Locals 370, 491 and 662 of the U.F.C.W. International
Union from 1961 to 1985.  He is retired  from the unions and has been a lecturer
at Queensboro  Community College in the field of insurance.  He currently serves
on an  institutional  review  board  for  RTL,  a  pharmaceutical  drug  testing
laboratory.

     There  are no  family  relationships  between  or among  any  directors  or
executive officers of the Company.

                                       4



COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

     Based  solely  upon a review  of Forms 3 and 4 and any  amendments  thereto
furnished to the Company pursuant to Rule 16a-3(e) under the Securities Exchange
Act of 1934,  or  representations  that no Forms 5 were  required,  the  Company
believes  that  with  respect  to  fiscal  1999,  its  officers,  directors  and
beneficial owners of more than 10% of its equity securities timely complied with
all applicable Section 16(a) filing requirements thereunder.

                  INFORMATION REGARDING EXECUTIVE COMPENSATION

     The following table sets forth information concerning the compensation paid
or accrued by the  Company  during the year ended  October 31, 1999 to its Chief
Executive Officer and its other executive officers who were serving as executive
officers of the Company on October 31, 1999.  All of the  Company's  group life,
health,   hospitalization  or  medical  reimbursement  plans,  if  any,  do  not
discriminate in scope,  terms or operation in favor of the executive officers or
directors of the Company and are generally available to all salaried employees.

                           SUMMARY COMPENSATION TABLE



                                                                                     LONG-TERM
                                              ANNUAL COMPENSATION                  COMPENSATION
                                             --------------------- -----------------------------------------------
                           YEAR                          OTHER     RESTRICTED
NAME AND                  ENDED                         ANNUAL        STOCK     OPTIONS      LTIP     ALL OTHER
PRINCIPAL POSITION        10/31    SALARY      BONUS  COMPENSATION   AWARDS(1)    SARS      PAYOUTS  COMPENSATION
- ------------------------  ------  --------   --------  ----------- -----------  --------    -------  -------------
                                                                                 <C
 Marc D. Grodman M.D.     1999    $306,557   $125,000     $-0-         -0-         -0-       $-0-        $-0-
   President and Chief    1998    $305,653   $125,000     $-0-         -0-         -0-       $-0-        $-0-
   Executive Officer      1997    $265,697   $ 90,000     $-0-     300,000shs 300,000shs(2)  $-0-        $-0-
Howard Dubinett           1999    $160,004   $ 60,000     $-0-         -0-                   $-0-        $-0-
   Executive Vice         1998    $157,622   $ 57,750     $-0-         -0-                   $-0-        $-0-
   President and Chief    1997    $148,417   $ 43,000     $-0-     240,000shs  213,334shs    $-0-        $-0-
   Operating Officer
Sam Singer                1999    $158,002   $ 60,000     $-0-         -0-         -0-       $-0-        $-0-
   Vice President and     1998    $156,333   $ 57,750     $-0-         -0-         -0-       $-0-        $-0-
   Chief Financial and    1997    $147,455   $ 43,000     $-0-     200,000shs  116,667shs    $-0-        $-0-
   Accounting Officer


- -------------
(1) In  connection  with  their  acceptance  of  the  terms  of  new  employment
    agreements,  the Company's Board of Directors on May 13, 1997 authorized the
    issuance to Dr. Grodman, Mr. Dubinett and Mr. Singer of 300,000, 240,000 and
    200,000 shares of Common Stock respectively.  The shares were forfeitable in
    part in various  amounts if the employee's  employment  was terminated  "for
    cause" or at his option  "without  good  reason"  prior to May 1, 2000.  See
    "Employment Agreements with Executive Officers" herein.
(2) Does not include  604,078 shares of Common Stock issuable upon conversion of
    604,078 shares of Series A Preferred  Stock owned by Dr.  Grodman,  his wife
    and a corporation  controlled by her (collectively the "Grodman Group").  On
    May 13, 1997  pursuant to a  recapitalization,  the  previously  outstanding
    Senior  Preferred  Stock  owned by the  Grodman  Group  convertible  into an
    aggregate  604,078  shares of Common  Stock on or before April 20, 2003 at a
    conversion  price of $1.50 per share was retired in exchange for a new class
    of Series A Preferred Stock  convertible into an aggregate 604,078 shares of
    Common  Stock on or  before  May 1, 2007 at a  conversion  price of $.75 per
    share.







                                       5



EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS

      On May 13,  1997,  Dr.  Grodman  agreed to the  terms of a new  employment
agreement  pursuant to which he would  serve as  president  and chief  executive
officer  devoting  at  least  90% of his  working  time to the  business  of the
Company. The agreement provides (i) for a seven-year term commencing November 1,
1997; (ii) a minimum annual Base Compensation  consisting of salary and bonus in
the aggregate  amount of $395,000 subject to increases based on increases in the
Consumer  Price Index as well as  increases  at the  discretion  of the board of
directors;  (iii) typical health  insurance  coverage and an initial  $2,000,000
face amount of "split  dollar" life  insurance  insuring Dr.  Grodman's life and
payable to his estate  (excluding  benefits  required  to be paid to the Company
pursuant to the split  dollar plan) which  amount was  increased  to  $4,000,000
during  fiscal year 1999;  (iv) the leasing of an  automobile  for his use;  (v)
participation in fringe benefit,  bonus,  pension,  profit sharing,  and similar
plans maintained for the Company's employees;  (vi) disability  benefits;  (vii)
certain  termination  benefits;  and (viii) in the event of termination due to a
change in control of the Company,  a severance  payment  equal to 2.99 times Dr.
Grodman's average annual compensation during the preceding five years.

      In  consideration  for  Dr.  Grodman's  acceptance  of  the  terms  of the
employment  agreement,  the Board of  Directors  authorized  the issuance to Dr.
Grodman of (a) 300,000 shares of the Company's Common Stock,  partially  subject
to forfeiture,  (b) five-year  incentive stock options  ("ISOs")  exercisable to
purchase  100,000 shares of Common Stock at $.790625 per share, and (c) ten-year
non-qualified  stock options ("NQOs")  exercisable to purchase 200,000 shares of
Common  Stock at $.71875  per  share.  The ISOs are only  exercisable  while Dr.
Grodman is employed by the Company.  The NQOs expire if Dr. Grodman's employment
agreement is  terminated  by the Company "For Cause" or at his option,  "Without
Good Reason."

      The 300,000 shares of Common Stock issued to Dr. Grodman were  forfeitable
in part on the following basis if his employment agreement was terminated by the
Company "For Cause" or at Dr. Grodman's option "Without Good Reason."

               IF TERMINATION "FOR CAUSE"
                OR "WITHOUT GOOD REASON"
              OCCURS DURING THE FOLLOWING                 NUMBER OF SHARES
                        PERIODS                               FORFEITED
              ----------------------------                -----------------
           May 1, 1997 through April 30, 1998 ...........   225,000 shs.
           May 1, 1998 through April 30, 1999 ...........   150,000 shs.
           May 1, 1999 through April 30, 2000 ...........    75,000 shs.

      Dr.  Grodman  continues  to be employed by the Company at the date of this
Proxy Statement so that the forfeiture provisions are no longer applicable.

      Also on May 13, 1997, Mr. Dubinett agreed to the terms of a new employment
agreement pursuant to which he would serve as executive vice president and chief
operating  officer of the  Company.  The  agreement  provides (i) for a five and
one-half  year  term  commencing  May  1,  1997;  (ii)  a  minimum  annual  Base
Compensation  commencing  November 1, 1997 consisting of salary and bonus in the
aggregate  amount of $220,000  subject to  increases  based on  increases in the
Consumer  Price Index as well as  increases  at the  discretion  of the board of
directors;  (iii) typical health insurance  coverage and $500,000 face amount of
"split dollar" life insurance  insuring Mr.  Dubinett's  life and payable to his
estate  (excluding  benefits  required to be paid to the Company pursuant to the
split dollar plan) which amount was increased to  $1,000,000  during fiscal year
1999; (iv) the leasing of an automobile for his use; (v) participation in fringe
benefit,  bonus,  pension,  profit sharing, and similar plans maintained for the
Company's  employees;   (vi)  disability  benefits;  (vii)  certain  termination
benefits;  and (viii) in the event of termination  due to a change in control of
the Company,  a severance  payment  equal to 2.99 times Mr.  Dubinett's  average
annual compensation during the preceding five years.

      In  consideration  for  Mr.  Dubinett's  acceptance  of the  terms  of the
employment  agreement,  the Board of  Directors  authorized  the issuance to Mr.
Dubinett of (a) 240,000 shares of the Company's Common Stock,  partially subject
to forfeiture  and (b) ten-year ISOs  exercisable  to purchase  60,000 shares of
Common  Stock at $.71875  per  share.  The ISOs are only  exercisable  while Mr.
Dubinett is employed by the Company.

                                       6



     The 240,000 shares of Common Stock issued to Mr. Dubinett were  forfeitable
in part on the following basis if his employment agreement was terminated by the
Company "For Cause" or at Mr. Dubinett's option "Without Good Reason."

                 IF TERMINATION "FOR CAUSE"
                  OR "WITHOUT GOOD REASON"
                OCCURS DURING THE FOLLOWING                   NUMBER OF SHARES
                           PERIODS                               FORFEITED
                ----------------------------                  ----------------
             May 1, 1997 through April 30, 1998 .............   180,000 shs.
             May 1, 1998 through April 30, 1999 .............   120,000 shs.
             May 1, 1999 through April 30, 2000 .............    60,000 shs.

      Mr.  Dubinett  continues to be employed by the Company at the date of this
Proxy Statement so that the forfeiture provisions are no longer applicable.

     Also on May 13, 1997,  Mr. Singer  agreed to the terms of a new  employment
agreement pursuant to which he would serve as vice president and chief financial
officer of the Company.  The agreement provides (i) for a five and one-half year
term commencing May 1, 1997; (ii) a minimum annual Base Compensation  commencing
November  1, 1997  consisting  of salary  and bonus in the  aggregate  amount of
$220,000  subject to increases based on increases in the Consumer Price Index as
well as increases at the  discretion  of the board of  directors;  (iii) typical
health  insurance  coverage  and  $400,000  face amount of "split  dollar"  life
insurance  insuring  Mr.  Singer's  life and  payable to his  estate  (excluding
benefits  required to be paid to the Company  pursuant to the split dollar plan)
which amount was increased to $800,000 during fiscal year 1999; (iv) the leasing
of an  automobile  for his use;  (v)  participation  in fringe  benefit,  bonus,
pension,  profit  sharing,  and  similar  plans  maintained  for  the  Company's
employees;  (vi) disability benefits;  (vii) certain termination  benefits;  and
(viii) in the event of termination due to a change in control of the Company,  a
severance  payment equal to 2.99 times Mr. Singer's average annual  compensation
during the preceding five years.

     In consideration for Mr. Singer's acceptance of the terms of the employment
agreement,  the Board of Directors  authorized the issuance to Mr. Singer of (a)
200,000 shares of the Company's  Common Stock,  partially  subject to forfeiture
and (b) ten-year ISOs  exercisable to purchase  50,000 shares of Common Stock at
$.71875 per share. The ISOs are only exercisable while Mr. Singer is employed by
the Company.

     The 200,000 shares of Common Stock issued to Mr. Singer were forfeitable in
part on the following  basis if his  employment  agreement was terminated by the
Company "For Cause" or at Mr. Singer's option "Without Good Reason."

                IF TERMINATION "FOR CAUSE"
                 OR "WITHOUT GOOD REASON"
               OCCURS DURING THE FOLLOWING                    NUMBER OF SHARES
                         PERIODS                                  FORFEITED
               --------------------------------               -----------------
             May 1, 1997 through April 30, 1998 .............   150,000 shs.
             May 1, 1998 through April 30, 1999 .............   100,000 shs.
             May 1, 1999 through April 30, 2000 .............    50,000 shs.

      Mr.  Singer  continues  to be  employed by the Company at the date of this
Proxy Statement so that the forfeiture provisions are no longer applicable.

                                       7



STOCK OPTIONS

      In July 1989, the Company's Board of Directors  adopted the 1989 Employees
Stock  Option  Plan (the "1989  Plan")  which was  approved by  shareholders  in
November 1989. The 1989 Plan, which expired during fiscal 1999, provided for the
grant of options to purchase  up to 666,667  shares of Common  Stock.  Under the
terms of the 1989  Plan,  options  granted  thereunder  could be  designated  as
options  which  qualify for  incentive  stock option  treatment  ("ISOs")  under
Section 422 of the Code, or options which do not so qualify ("NQOs").

      The 1989 Plan was  administered  by the Board of Directors.  The Board had
the  discretion to determine the eligible  employees to whom,  and the times and
the price at which, options would be granted; whether such options would be ISOs
or Non-ISOs;  the periods  during which  options would be  exercisable;  and the
number of shares  subject  to each  option.  The  Board  had full  authority  to
interpret  the 1989  Plan and to  establish  and  amend  rules  and  regulations
relating thereto.

      Under the 1989 Plan, the exercise price of an option  designated as an ISO
could not be less than the fair market value of the Common Stock on the date the
option was granted.  However,  in the event an option  designated  as an ISO was
granted to a 10%  shareholder  (as defined in the 1989 Plan) such exercise price
was required to be at least 110% of such fair market value.  Exercise  prices of
Non-ISO  options could be less than such fair market value.  The aggregate  fair
market value of shares of Common Stock with respect to which options  designated
as ISOs were  exercisable  for the first  time by a grantee  under the 1989 Plan
during any calendar year could not exceed $100,000.

      As  described  above,  on May 13,  1997,  the Board of  Directors  granted
five-year ISOs under the Plan to Dr.  Grodman,  exercisable to purchase  100,000
shares of the Company's  Common Stock at an exercise price of $.790625 per share
(equal to 110% of the last sale price for the Common  Stock on NASDAQ on May 12,
1997).  The board also granted  ten-year ISOs under the Plan to Mr. Dubinett and
Mr.  Singer  exercisable  to purchase  60,000 shares and 50,000 shares of Common
Stock  respectively at an exercise price of $.71875 per share (equal to the last
sale price for the Common Stock on NASDAQ on May 12,  1997).  In  addition,  the
Board granted  ten-year NQOs to Dr.  Grodman,  exercisable  to purchase  200,000
shares of Common Stock at an exercise price of $.71875 per share.

      At the same May 13, 1997 directors'  meeting, in order to improve employee
morale, the Board canceled all other outstanding ISOs exercisable to purchase an
aggregate 448,710 shares of Common Stock at exercise prices ranging from $1.3434
to $3.00 per share, and granted new ten-year ISOs under the Plan to 23 employees
exercisable  to  purchase  an  aggregate  448,710  shares of Common  Stock at an
exercise price of $.71875 per share.  Included in this grant were ISOs issued to
Mr. Dubinett and Mr. Singer  exercisable to purchase  153,334 shares and 116,667
shares  respectively.  (These ISOs replaced ISOs previously  granted to said two
individuals  to purchase  153,334  shares and  116,667  shares  respectively  at
exercise prices ranging from $1.3125 to $1.50 per share.)

      Also on May 13, 1997, the Board of Directors  granted five-year NQOs to 31
employees,  exercisable to purchase an aggregate  136,100 shares of Common Stock
at $.71875 per share but only while the optionee was employed by the Company.

      On May 13, 1997, the Board also issued  five-year  warrants to each of its
three outside  directors,  exercisable to purchase  10,000 shares (30,000 in the
aggregate) of Common Stock at an exercise  price of $.71875 per share,  but only
while  serving as a director.  At the same time,  the Board reduced the exercise
price on warrants held by one outside  director,  John Roglieri,  exercisable to
purchase  23,334  shares  ranging  from  $3.00  per  share to $3.75 per share to
$.71875 per share and issued  five-year  warrants to another  outside  director,
Gary Lederman, exercisable to purchase 5,200 shares at $.71875 per share.

      On June 30, 1999,  the Board ratified the grant of five-year NQOs to three
employees,  exercisable to purchase an aggregate  150,000 shares of Common Stock
at prices  ranging from $.594 to $.719 per share but only while the optionee was
employed by the  Company.  The option  exercise  prices were based on the market
prices for the Common Stock on the respective  dates when  employment  commenced
for each of the three employees.

                                       8



      No stock options were granted during fiscal 1999 to any executive officer.

      On August 25, 2000,  the Board  ratified the grant of NQOs  exercisable to
purchase an  aggregate  170,000  shares of Common  Stock at prices  ranging from
$1.19 to $1.656 per share.  The NQOs are exercisable over terms ranging from two
years to five years and were granted in accordance with an employment  agreement
executed in November 1998 and four financial  consulting and consulting  service
agreements executed between February and August 2000. The option exercise prices
were equal to the market prices for the Common Stock on the  respective  trading
days immediately preceding the effective date of each such agreement.

      The following table sets forth certain information  concerning unexercised
options for each of the executive  officers  named in the "Summary  Compensation
Table." No options were exercised by any of such individuals in fiscal 1999.

                       1999 FISCAL YEAR-END OPTION VALUES

                          NUMBER OF UNEXERCISED OPTIONS
                             AT 1999 FISCAL YEAR-END


                                                                VALUE OF
                                                               UNEXERCISED
                                                              IN-THE-MONEY
NAME                      EXERCISABLE      UNEXERCISABLE   OPTIONS AT 10/31/99
- -----                     -----------      -------------   -------------------
Marc D. Grodman             200,000             -0-             $ 50,000
                            100,000             -0-             $ 17,813
Howard Dubinet              213,334             -0-             $ 53,333
Sam Singer                  166,667             -0-             $ 41,667

      See Proposal Two herein as to the proposed ratification of the adoption of
the  Company's  2000  Employee  Incentive  Stock  Option  Plan  for  information
concerning the grant of options thereunder  subject to stockholder  ratification
of such adoption.

DIRECTORS' COMPENSATION

      Each  director  who is not an employee of the Company is paid a $1,000 per
quarter director's fee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In July 1989,  the Company  discontinued  the operation of its  Med-Mobile
Division. At such time, Dr. Grodman, as the Associated  Physician,  was indebted
to the Company in the amount of $235,354 in  connection  with the  operation  of
this division.  Pursuant to an October 1, 1989 Settlement Agreement, Dr. Grodman
issued a $235,354  promissory  note to the Company  bearing  interest at 10% per
annum  and  payable  at the  rate  of  $50,000  per  annum  in  payment  of this
indebtedness.  On April 30, 1992, the Board of Directors  amended this agreement
in  consideration  for  Dr.  Grodman's   personal  guarantee  of  the  Company's
$2,500,000 financing arrangement with Towers Financial  Corporation,  suspending
all rental and interest  charges for periods  subsequent to November 1, 1991. As
of October 31, 1999, $138,518 in outstanding principal, interest and van rentals
was due from Dr. Grodman.

      On April 20, 1993,  in order to  facilitate  the  Company's  1993 proposed
public  offering,  Dr.  Grodman  canceled  his pro rata option  contained in his
employment  agreement and all other outstanding options and warrants to purchase
shares of Common Stock held by Dr.  Grodman,  his wife and an affiliated  entity
(the "Grodman  Group")  exercisable  to purchase an aggregate  604,078 shares of
Common  Stock at prices  ranging  from  $1.4438 to $1.50 or an average  price of
$1.47 per share,  in  consideration  for the  issuance to the  Grodman  Group of
604,078  shares  of a new class of senior  preferred  stock,  $.10 par value per
share ("Senior Preferred  Stock").  Each share of Senior Preferred Stock had the
same voting rights (one vote per share),  dividend rights and liquidation rights
as each share of Common Stock and for a period of 10 years after  issuance,  was
convertible into one share of Common Stock

                                       9



upon payment of a  conversion  price of $1.50 per share.  The 604,078  shares of
Senior Preferred Stock were issued to the Grodman Group on August 23, 1993.

     On May 13, 1997 pursuant to a  recapitalization,  the Senior  Preferred was
retired in exchange  for a new class of Senior  Preferred  Stock (the  "Series A
Preferred  Stock") issued to the Grodman Group. The new Series A Preferred Stock
is convertible into an aggregate 604,078 shares of Common Stock on or before May
1, 2007 at a conversion  price of $.75 per share and has the same voting  rights
(one vote per share),  dividend rights and  liquidation  rights as each share of
Common Stock.

COMPENSATION COMMITTEE (BOARD OF DIRECTORS) INTERLOCKS

      The Company does not have a compensation committee. Compensation decisions
regarding the  executive  officers of the Company are made by the members of the
Board of Directors acting as a whole including the three executive officers, Dr.
Grodman,  Mr. Dubinett and Mr. Singer. No member of the Board votes with respect
to his own compensation.

                   BOARD OF DIRECTORS' REPORT ON COMPENSATION

     The Board of Directors,  including the Company's three executive  officers,
are responsible for reviewing the compensation  paid to the Company's  executive
officers,  provided that none of the  Company's  executive  officers  votes with
respect to his own compensation package.

     In determining  the  compensation  packages  granted to the Company's three
executive  officers in fiscal 1997 and the bonuses  awarded them with respect to
fiscal  1999,  the  Board  of  Directors  took  into  account  the  backgrounds,
employment  histories,  achievements and prior compensation of Dr. Grodman,  Mr.
Dubinett and Mr.  Singer,  the benefits to be obtained by the Company from their
employment  in light of the  current  state of the  medical  testing  laboratory
industry,  the Company's current status and its anticipated future  development.
The Board took into account  information  relating to  compensation of principal
officers of public and non-public corporations,  both in the health field and in
general.  As a result, the Board determined that the base compensation  provided
by the  employment  packages for the three  employees was generally in line with
packages for comparable  positions with comparable companies and that the upside
potential in the  packages  was  principally  provided by the  Restricted  Stock
issued, subject to forfeiture,  and the Stock Options granted to each individual
with  benefits  thereunder  accruing  to the  individual  only to the  extent he
remains employed by the Company with respect to the Restricted Stock and only to
the extent the market  price for the Common  Stock  increases  over the exercise
price of the options,  with respect to the  options.  The Board also  determined
that  the  bonuses  paid  with  respect  to  fiscal  1999  were   reasonable  in
relationship to the services  performed,  the  responsibilities  assumed and the
results obtained.

                                                Board of Directors

                                                     Marc D. Grodman
                                                     Howard Dubinett
                                                     Sam Singer
                                                     Frank DeVito
                                                     John Roglieri
                                                     Gary Lederman




                                       10




             RATIFICATION OF ADOPTION OF THE 2000 EMPLOYEE INCENTIVE
                                STOCK OPTION PLAN

                                 (PROPOSAL TWO)

      On August 25,  2000,  the Board of  Directors  adopted  the 2000  Employee
Incentive Stock Option Plan (the "Plan")  reserving an aggregate  800,000 shares
of Common Stock for issuance upon exercise of incentive  stock options  ("ISOs")
which may be granted  under the Plan.  On the same date,  the Board granted ISOs
pursuant to the Plan to five key employees  exercisable to purchase an aggregate
235,000  shares of the Common Stock  reserved for issuance  under the Plan at an
exercise  price of $1.4375  per share (the mean  between the closing bid and ask
prices for the Common Stock in the over-the-counter  market on August 24, 2000).
The ISOs are subject to  stockholder  ratification  of the  adoption of the Plan
which  ratification  is being sought at this December 15, 2000 Annual Meeting of
Stockholders.

DESCRIPTION OF THE PLAN

      The Plan  authorizes  the grant of options which qualify for ISO treatment
under  Section 422 of the  Internal  Revenue  Code,  as amended  (the "Code") to
purchase up to a maximum aggregate 800,000 shares of the Company's Common Stock.
Options may only be granted  under the Plan to  employees of the Company and its
subsidiaries (including officers and directors who are also employees).

      The Plan is  administered  by the Board of  Directors or by a Stock Option
Committee  designated by the Board of  Directors.  The Board or the Stock Option
Committee,  as the case may be, has the  discretion  to  determine  the eligible
employees  to whom,  and the price (not less than the fair  market  value on the
date of grant) at which options will be granted;  the periods  during which each
option is  exercisable;  and the number of shares  subject to each  option.  The
Board or the Stock Option  Committee has the authority to interpret the Plan and
to establish and amend rules and regulations relating thereto.

      The Plan provides that the exercise price of an option granted  thereunder
shall not be less than the fair market value of the Common Stock on the date the
option is granted.  However, in the event an option is granted under the Plan to
a holder of 10% or more of the Company's  outstanding Common Stock, the exercise
price must be at least 110% of such fair market value.  Under the Plan,  options
must be granted before the August 24, 2010 Termination  Date. No option may have
a term  longer  than ten years  (limited  to five years in the case of an option
granted to a 10% or greater  stockholder  of the Company).  The  aggregate  fair
market value of the  Company's  Common  Stock with respect to which  options are
exercisable  for the first time by a grantee  under the Plan during any calendar
year cannot exceed $100,000. Options granted under the Plan are non-transferable
and must be exercised by an optionee,  if at all,  while employed by the Company
or a subsidiary  or within three months  after  termination  of such  optionee's
employment due to retirement,  or within one year of such  termination if due to
disability or death.  The Board or the Stock Option  Committee,  as the case may
be, may, in its sole discretion,  cause the Company to lend money to or guaranty
any  obligation  of an employee  for the purpose of  enabling  such  employee to
exercise an option  granted under the Plan provided that such loan or obligation
cannot exceed fifty percent (50%) of the exercise price of such option.

OPTIONS GRANTED UNDER THE PLAN

      To date, the sole options  granted under the Plan were the ISOs granted on
August 25, 2000 to five key  employees  exercisable  to  purchase  an  aggregate
235,000 shares of Common Stock at an exercise of $1.4375 per share. All of these
ISOs are subject to stockholder  ratification  of the adoption of the Plan. Four
of these employees were granted a portion of these ISOs  exercisable  over a ten
year period to purchase an aggregate  35,000 shares of Common  Stock.  The fifth
employee was granted the  remaining  ISOs  exercisable  to purchase an aggregate
200,000 shares of Common Stock but vesting at the rate of 50,000 shares annually
after  January 31 of each year,  commencing  January 31, 2002,  provided in each
case that the Company realizes  certain  stipulated net revenues from laboratory
operations in the immediately preceding fiscal year.


                                       11



TAX INFORMATION

     Assuming  stockholder  approval of the Plan and qualification of the option
as an ISO, the optionee  will not  recognize  any taxable  income at the time of
grant nor at the time of exercise of the option.  Upon an  optionee's  resale of
shares  purchased upon exercise of an option,  any  difference  between the sale
price and the exercise price not subject to a disqualifying disposition, will be
treated as capital gain or loss and will generally qualify for long-term capital
gain or loss treatment if the shares have been held for more than one year.

     The Company will  generally not be entitled to a tax deduction with respect
to an ISO granted under the Plan.

     The  foregoing  does not  purport to be a complete  summary of the  federal
income tax considerations that may be relevant to holders of options or upon the
Company.  It also does not  reflect  provisions  of the  income  tax laws of any
municipality, state or foreign country in which an optionee may reside, nor does
it reflect the tax consequences of an optionee's death.

RECOMMENDATION

     THE BOARD OF DIRECTORS  RECOMMENDS THAT  SHAREHOLDERS VOTE FOR RATIFICATION
OF THE ADOPTION OF THE 2000 EMPLOYEE INCENTIVE STOCK OPTION PLAN.


                             STOCK PRICE PERFORMANCE

     Set forth  below is a line  graph  comparing  the yearly  cumulative  total
shareholder return on the Company's Common Stock for the five fiscal years ended
October  31,  1999  based on the  market  price of the  Common  Stock,  with the
cumulative  total return of companies in the S&P 500  Composite  and with a peer
group of twelve publicly owned medical laboratories.

                      COMPARISON OF FIVE YEAR TOTAL RETURN
                      FOR BIO-REFERENCE LABORATORIES, INC.,
                              S&P 500 COMPOSITE AND
                          MEDICAL LABORATORY PEER GROUP


              [Table below represents line chart in printed piece]

                      Years
                      Ending            Dollars
                     -------     ----------------------
                     Oct. 94     100      100      100
                     Oct. 95     84.78    126.44   69.5
                     Oct. 96     26.09    156.9    40.96
                     Oct. 97     27.72    207.29   34.57
                     Oct. 98     19.57    252.88   27.49
                     Oct. 99     16.85    317.79   32.92



                                       12






      The Medical  Laboratory  peer group  consists of the following  companies:
Ameripath,  Inc., Dianon Systems Inc, Impath Inc, LabOne,  Inc, Laboratory CP of
Amer Holdgs,  MDS Inc., Medtox Scientific Inc, Pharmchem Inc., Quest Diagnostics
Inc, US Diagnostics, Inc., Uniholding Corp. and Urocor Inc.

AUDITORS

      The firm of Moore Stephens,  P.C., certified public accountants,  has been
selected by the Board of  Directors to audit the accounts of the Company and its
subsidiaries for the fiscal year ending October 31, 2000.  Moore Stephens,  P.C.
and its  predecessor  firm have  served as the  Company's  auditors  since 1988.
Representatives  of such firm are not expected to be present at the December 15,
2000 Annual Meeting of Stockholders.

STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING

      Under  current   rules  of  the   Securities   and  Exchange   Commission,
stockholders wishing to submit proposals for inclusion in the Proxy Statement of
the Board of Directors for the 2000 Annual Meeting of Stockholders  (expected to
be held during the first half of calendar  2001),  must submit such proposals so
as to be received by the Company at 481 Edward H. Ross Drive,  Elmwood Park, New
Jersey 07407 on or before February 28, 2001.

                                  OTHER MATTERS

      Management  does not know of any  other  matters  which  are  likely to be
brought  before  the  Meeting.  However,  in the event  that any  other  matters
properly come before the Meeting,  the persons named in the enclosed  proxy will
vote said proxy in accordance with their judgment in said matters.

                              AVAILABLE INFORMATION

      The Company is subject to the  informational  requirements of the Exchange
Act, and in accordance  therewith,  files  reports,  proxy  statements and other
information  with the  Commission.  Such  reports,  proxy  statements  and other
information may be inspected and copied at the Public  Reference  Section of the
Commission at Room 1024,  Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,
D.C. 20549, and at the regional offices of the Commission located at Seven World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street,  Suite 1400,  Chicago,  Illinois 60661. Copies of all or part of
such  materials  can be  obtained  from  the  Public  Reference  Section  of the
Commission at Room 1024,  Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,
D.C.,   20549  at  prescribed   rates.   Such  material  may  also  be  accessed
electronically by means of the Commission's Web Site (http;//wwwsec.gov).


                                          By Order of the Board of Directors



                                                   Marc D. Grodman
                                                       PRESIDENT
Elmwood Park, New Jersey
November 20, 2000


                                       13




                        BIO-REFERENCE LABORATORIES, INC.

          REVOCABLE PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

               ANNUAL MEETING OF STOCKHOLDERS - DECEMBER 15, 2000

     The  undersigned,  a stockholder of  BIO-REFERENCE  LABORATORIES,  INC.(the
"Company")  hereby  appoints  Marc D.  Grodman and Howard  Dubinett or either of
them, as proxy or proxies of the  undersigned,  with full power of substitution,
to vote, in the name, place and stead of the undersigned, with all of the powers
which the  undersigned  would  possess if personally  present,  on behalf of the
undersigned,  all the shares  which the  undersigned  is entitled to vote at the
Annual Meeting of the  Stockholders of  BIO-REFERENCE  LABORATORIES,  INC. to be
held at 9:00 A.M.  (local time) on Friday,  December  15, 2000,  at The Sheraton
Crossroads Hotel,  Crossroads  Corporate  Center,  Route 17 North,  Mahwah,  New
Jersey  07495-0001  and at any and all  adjournments  thereof.  The  undersigned
directs that this Proxy be voted as follows:

     1) To elect  two  Class  III  directors,  each to serve for a term of three
        years and until his successor is elected and qualified (Proposal One).
        [ ] FOR all nominees  listed below (except as marked to the contrary
            below)
        [ ] WITHHOLD AUTHORITY to vote for all nominees listed below
               Nominees: JOHN ROGLIERI, GARY LEDERMAN
              (Instructions: To withhold  authority  for an  individual nominee,
               write that nominee's name on the line provided.)

- --------------------------------------------------------------------------------
     2) To ratify  adoption of the 2000  Employee  Incentive  Stock  Option plan
        (Proposal Two).

                  FOR [ ]             AGAINST [ ]                 ABSTAIN [ ]


     3) In their discretion, on all other matters as shall properly come  before
         the meeting

                  AUTHORITY GRANTED [ ]                AUTHORITY WITHHELD [ ]

                                (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)





THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE FOREGOING.
UNLESS OTHERWISE SPECIFIED AS ABOVE PROVIDED, THIS PROXY WILL BE VOTED "FOR" THE
ELECTION OF DIRECTORS  (PROPOSAL ONE) AND "FOR"  RATIFICATION OF THE ADOPTION OF
THE  2000  EMPLOYEE  INCENTIVE  STOCK  OPTION  PLAN AS SET  FORTH  IN THE  PROXY
STATEMENT.  IN  ADDITION,  DISCRETIONARY  AUTHORITY IS CONFERRED AS TO ALL OTHER
MATTERS THAT MAY COME BEFORE THE MEETING UNLESS SUCH  AUTHORITY IS  SPECIFICALLY
WITHHELD.  STOCKHOLDERS  WHO ARE PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXY
AND VOTE IN PERSON IF THEY SO DESIRE.

                                          Dated:__________________________, 2000

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

                                          --------------------------------------
                                                (Signature of Stockholder)

                                          Please  date and sign  exactly as name
                                          appears on this  Proxy.  If shares are
                                          registered in more than one name,  the
                                          signatures  of all  such  persons  are
                                          required. A corporation should sign in
                                          its  full  corporate  name  by a  duly
                                          authorized officer, stating his title.
                                          Trustees,  guardians,   executors  and
                                          administrators  should  sign in  their
                                          official  capacity,  giving their full
                                          title  as  such.  If  a   partnership,
                                          please  sign  in  partnership  name by
                                          authorized person.

                                          PLEASE  MARK,  SIGN,  DATE AND  RETURN
                                          YOUR  PROXY  PROMPTLY.  NO  POSTAGE IS
                                          REQUIRED IF  RETURNED IN THE  ENCLOSED
                                          ENVELOPE  AND  MAILED  IN  THE  UNITED
                                          STATES.   RECEIPT  OF  THE  NOTICE  OF
                                          ANNUAL  MEETING OF  STOCKHOLDERS,  THE
                                          ACCOMPANYING  PROXY  STATEMENT  OF THE
                                          BOARD  OF  DIRECTORS,   THE  COMPANY'S
                                          ANNUAL   REPORT  FOR  THE  YEAR  ENDED
                                          OCTOBER  31,  1999  AND THE  COMPANY'S
                                          QUARTERLY  REPORT ON FORM 10-Q FOR THE
                                          QUARTER   ENDED  JULY  31,  2000,   IS
                                          ACKNOWLEDGED.



                  PLEASE SIGN AND RETURN THIS PROXY PROMPTLY
        No postage is Required if Returned in the Enclosed Envelope and
                           Mailed in the United States