1
SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

SYSTEMONE TECHNOLOGIES INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

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

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
2

SYSTEMONE TECHNOLOGIES INC.

8305 N.W. 27TH STREET
SUITE 107
MIAMI, FLORIDA 33122

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 22, 2001

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

To our Shareholders:

Our 2001 annual meeting of shareholders will be held at our corporate
headquarters at 8305 N.W. 27th Street, Suite 107, Miami, Florida, on Friday,
June 22 beginning at 10:00 a.m. local time. At the meeting, shareholders will
act on the following matters:

1. Election of four directors, each for a term of one year; and

2. Any other matters that properly come before the meeting.

Shareholders of record at the close of business on May 9, 2001 are
entitled to vote at the meeting or any postponement or adjournment.

By Order of the Board of Directors

/s/ Pierre G. Mansur
-----------------------------------
Pierre G. Mansur
CHAIRMAN OF THE BOARD AND PRESIDENT

Miami, Florida
May 28, 2001

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING,
REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.

TABLE OF CONTENTS

PAGE
----

About the Meeting.................................................................................................1
What is the purpose of the Annual Meeting?...............................................................1
Who is entitled to vote?.................................................................................1
Who can attend the meeting?..............................................................................1
What constitutes a quorum?...............................................................................1
How do I vote?...........................................................................................2
Can I change my vote after I return my proxy card?.......................................................2
What are the Board's recommendations?....................................................................2
What vote is required to approve each item?..............................................................2
Who pays for the preparation of the proxy?...............................................................2
Stock Ownership...................................................................................................4
Who are the largest owners of our stock and how much stock do our directors and
executive officers own?.............................................................................4
Proposal 1 -- Election of Directors...............................................................................7
Directors.........................................................................................................7
How are directors compensated?...........................................................................8
How often did the Board meet during 2000?................................................................8
What committees has the Board established?...............................................................8
Report of the Audit Committee.....................................................................................9
Management........................................................................................................9
Executive Compensation............................................................................................9
Employment Contracts and Termination of Employment Arrangements..................................................10
Certain Relationships and Related Transactions...................................................................11
Independent Public Accountants...................................................................................12
Fees paid to our Independent Auditors............................................................................13
Other Business...................................................................................................13
Shareholder Proposals............................................................................................13

2001 ANNUAL MEETING OF SHAREHOLDERS
OF
SYSTEMONE TECHNOLOGIES INC.

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

PROXY STATEMENT

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

This proxy statement contains information related to our annual meeting
of shareholders to be held on Friday, June 22, 2001 beginning at 10:00 a.m.
local time, at our corporate headquarters at 8305 N.W. 27th Street, Suite 107,
Miami, Florida, and at any adjournments or postponements thereof.

ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the annual meeting, shareholders will vote on the election of
directors and any other matters that properly come before the meeting. In
addition, our management will report on our performance during 2000 and respond
to questions from our shareholders.

WHO IS ENTITLED TO VOTE?

Only shareholders of record at the close of business on the record
date, May 9, 2001, are entitled to receive notice of the annual meeting and to
vote the shares of common stock and Series B, Series C and Series D convertible
preferred stock that they held on that date at the meeting, or any postponement
or adjournment of the meeting. Each outstanding share of common stock entitles
its holder to cast one vote on each matter to be voted upon. Each outstanding
share of Series B, Series C and Series D preferred stock entitles its holder to
cast 21.37, 28.57 and 28.57 votes, respectively, on each matter to be voted
upon.

WHO CAN ATTEND THE MEETING?

All shareholders as of the record date, or their duly appointed
proxies, may attend. Please note that if you hold shares in "street name" (that
is, through a broker or other nominee), you will need to bring evidence of your
share ownership, such as a copy of your most recent brokerage statement
reflecting your stock ownership as of the record date and a valid picture
identification.

WHAT CONSTITUTES A QUORUM?

The presence at the meeting, in person or by proxy, of the holders of a
majority of the votes entitled to be cast at the meeting will constitute a
quorum, permitting the meeting to conduct its business. As of the record date,
May 9, 2001, 4,742,923 shares of our common stock held by approximately 36
shareholders of record, 57,590 shares of Series B convertible preferred stock
held by three holders of record, 76,735 shares of Series C convertible preferred
stock held by one holder of record and 21,099 shares of Series D convertible
preferred stock held by three holders of record were issued and outstanding. The
shares of preferred stock represent a total of 4,025,814 votes. Proxies received
but marked as abstentions and broker non-votes will be included in the
calculation of the number of shares considered to be present at the meeting but
will not be counted as votes cast "for" or "against" any given matter.

If less than a majority of outstanding shares entitled to vote are
represented at the meeting, a majority of the shares present at the meeting may
adjourn the meeting to another date, time or place, and notice need not be given
of the new date, time or place if the new date, time or place is announced at
the meeting before an adjournment is taken.

HOW DO I VOTE?

If you complete and properly sign the accompanying proxy card and
return it to us, it will be voted as you direct. If you are a registered
shareholder and you attend the meeting, you may deliver your completed proxy
card in person. "Street name" shareholders who wish to vote at the meeting will
need to obtain a proxy from the institution that holds their shares.

CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?

Yes. Even after you have submitted your proxy, you may change your vote
at any time before the proxy is exercised by filing with our Secretary either a
notice of revocation or a duly executed proxy bearing a later date. The powers
of the proxy holders will be suspended if you attend the meeting in person and
so request, although attendance at the meeting will not by itself revoke a
previously granted proxy.

WHAT ARE THE BOARD'S RECOMMENDATIONS?

Unless you give other instructions on your proxy card, the persons
named as proxy holders on the proxy card will vote in accordance with the
recommendations of our Board of Directors. The Board recommends a vote for the
election of the nominated slate of directors (see page 8).

The Board does not know of any other matters that may be brought before
the meeting nor does it foresee or have reason to believe that the proxy holders
will have to vote for substitute or alternate board nominees. In the event that
any other matter should properly come before the meeting or any nominee is not
available for election, the proxy holders will vote as recommended by the Board
of Directors or, if no recommendation is given, in accordance with their best
judgment.

WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?

ELECTION OF DIRECTORS. The affirmative vote of a plurality of the votes
cast at the meeting is required for the election of directors. A properly
executed proxy marked "WITHHOLD AUTHORITY" with respect to the election of one
or more directors will not be voted with respect to the director or directors
indicated, although it will be counted for purposes of determining whether there
is a quorum. Shareholders do not have the right to cumulate their votes for
directors.

OTHER ITEMS. For each other item, the affirmative vote of a majority of
the votes represented by shares of common stock and Series B, Series C and
Series D convertible preferred stock present (either in person or by proxy) and
voting will be required for approval. A properly executed proxy marked "ABSTAIN"
with respect to any such matter will not be voted, although it will be counted
for purposes of determining whether there is a quorum. Accordingly, an
abstention will have the effect of a negative vote.

If you hold your shares in "street name" through a broker or other
nominee, your broker or nominee may not be permitted to exercise voting
discretion with respect to some of the matters to be acted upon. Thus, if you do
not give your broker or nominee specific instructions, your shares may not be
voted on those matters and will not be counted in determining the number of
shares necessary for approval. Shares represented by such "broker non-votes"
will, however, be counted in determining whether there is a quorum.

WHO PAYS FOR THE PREPARATION OF THE PROXY?

We will pay the cost of preparing, assembling and mailing the proxy
statement, notice of meeting and enclosed proxy card. In addition to the use of
mail, our employees may solicit proxies personally and by telephone. Our
employees will receive no compensation for soliciting proxies other than their
regular salaries. We may request 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 we may reimburse such
persons for their expenses incurred in connection with these activities.

2
6

The approximate date that this Proxy Statement and the enclosed form of
proxy are first being sent to shareholders is May 28, 2001. You should review
this information in conjunction with our Annual Report to Shareholders for the
year ended December 31, 2000, which accompanies this proxy statement. Our
principal executive offices are located at 8305 N.W. 27th Street, Suite 107,
Miami, Florida 33122, and our telephone number is (305) 593-8015. A list of
shareholders entitled to vote at the Annual Meeting will be available at our
offices for a period of ten days prior to the meeting and at the meeting itself
for examination by any shareholder.

3
7

STOCK OWNERSHIP

WHO ARE THE LARGEST OWNERS OF OUR STOCK AND HOW MUCH STOCK DO OUR DIRECTORS AND
EXECUTIVE OFFICERS OWN?

Our voting securities outstanding on May 9, 2001 consisted of 4,742,923
shares of common stock, 57,590 shares of Series B Preferred Stock, 76,735 shares
of Series C Preferred Stock and 21,099 shares of Series D Preferred Stock. The
following table shows as of May 9, 2001, the amount of voting securities
beneficially owned by (a) each of our directors, (b) each of our executive
officers named in the Summary Compensation Table below, (c) all of our directors
and executive officers as a group and (d) each person known by us to
beneficially own more than 5% of any class of our outstanding voting securities.
Unless otherwise provided, the address of each holder listed under the heading
"Common Stock" is c/o SystemOne Technologies Inc., 8305 N.W. 27th Street, Suite
107, Miami, Florida 33122.

AGGREGATE NUMBER ACQUIRABLE TOTAL NUMBER PERCENTAGE
OF SHARES WITHIN OF SHARES OF CLASS OF SHARES OF
BENEFICIALLY OWNED 60 DAYS BENEFICIALLY OWNED CLASS
NAME (a) (b) (COLUMNS (a)+(b)) OUTSTANDING
- ---- ------------------- ---------- ----------------- -----------

COMMON STOCK

Pierre G. Mansur........................ 1,961,750 54,986(1) 2,016,736 42.0%
Paul I. Mansur.......................... -- 43,964(1) 43,964 *
Paul A. Biddelman(2).................... -- 1,667(1) 1,667
Kenneth C. Leung(3)..................... 13,250 1,667(1) 14,917 *
All directors and executive officers as
a group (5 persons).................. 1,980,000 102,284 2,082,284 42.9%
Environmental Opportunities Fund II
(Institutional), L.P.(4)............. -- 1,319,831(5) 1,319,831 21.8%
Environmental Opportunities Fund II,
L.P(4)............................... -- 359,277(6) 359,277 7.0%
Environmental Opportunities
Fund, L.P.(4)........................ -- 492,257(7) 492,257 9.4%
Hanseatic Americas LDC(8)............... -- 3,133,016(9) 3,133,016 39.8%
Oppenheimer Funds, Inc.(10)............. -- 296,510(11) 296,510 5.9%
Safety-Kleen Systems, Inc.(12).......... -- 1,134,615(13) 1,134,615 19.3%
The Commingled Pension Trust Fund
(Multi-Market Special Investment
Fund II) of Morgan Guaranty Trust
Company of New York(14).............. -- 311,335(11) 311,335 6.2%

SERIES B CONVERTIBLE PREFERRED STOCK

Environmental Opportunities Fund II
(Institutional), L.P.(4)............. 27,162 -- 27,162 47.2%
Environmental Opportunities Fund II,
L.P.(4).............................. 7,393 -- 7,393 12.8%
Environmental Opportunities
Fund, L.P.(4)........................ 23,035 -- 23,035 40.0%

SERIES C CONVERTIBLE PREFERRED STOCK

Hanseatic Americas LDC(8)............... 76,735 -- 76,735 100.0%

4
8

SERIES D CONVERTIBLE PREFERRED STOCK

Environmental Opportunities Fund II
(Institutional), L.P.(4)............. 8,292 -- 8,292 39.3%
Environmental Opportunities Fund II,
L.P.(4).............................. 2,257 -- 2,257 10.7%
Hanseatic Americas LDC(8)............... 10,550 -- 10,550 50.0%

- -------------------------
* Represents less than 1% of the outstanding stock of the class.

(1) Reflects the number of shares that could be purchased by the holder by
exercise of options granted under our incentive compensation plan on May
9, 2001 or within 60 days thereafter.

(2) Mr. Biddelman is the President of Hanseatic Corporation ("Corporation")
and he disclaims beneficial ownership as to any securities held by
Hanseatic Americas LDC ("Americas"), Hansabel Partners LLC ("Partners")
or Corporation.

(3) Mr. Leung is the Chief Investment Officer of Environmental Opportunities
Fund, L.P. ("Fund I"), Environmental Opportunities Fund II, L.P. ("Fund
II"), Environmental Opportunities Fund II (Institutional), L.P.
("Institutional" and collectively, the "Environmental Funds") and he
disclaims beneficial ownership as to any securities held by the
Environmental Funds.

(4) The address for each of the Environmental Funds is c/o Sanders Morris
Harris, 3100 Chase Tower, Houston, Texas 77002.

(5) Reflects 27,162 shares of Series B Convertible Preferred Stock that are
immediately convertible into 580,451 shares of Common Stock at a
conversion price of $4.68 per share; 8,292 shares of Series D Convertible
Preferred Stock that are immediately convertible into 236,902 shares of
Common Stock at a conversion price of $3.50 per share; a Warrant to
purchase 224,571 shares of Common Stock that is immediately exercisable
at an exercise price of $3.50 per share; and a Warrant to purchase
370,543 shares of Common Stock that is immediately exercisable or
exercisable within 60 days from the date hereof for 277,900 shares of
Common Stock at an exercise price of $3.50 per share.

(6) Reflects 7,393 shares of Series B Convertible Preferred Stock that are
immediately convertible into 157,988 shares of Common Stock at a
conversion price of $4.68 per share; 2,257 shares of Series D Convertible
Preferred Stock that are immediately convertible into 64,482 shares of
Common Stock at a conversion price of $3.50 per share; a Warrant to
purchase 61,143 shares of Common Stock that is immediately exercisable at
an exercise price of $3.50 per share; and a Warrant to purchase 100,886
shares of Common Stock that is immediately exercisable or exercisable
within 60 days from the date hereof for 75,664 shares of Common Stock at
an exercise price of $3.50 per share.

(7) Reflects 23,035 shares of Series B Convertible Preferred Stock that are
immediately convertible into 492,257 shares of Common Stock at a
conversion price of $4.68 per share.

(8) Per a Schedule 13D filed thereby, Americas, Partners, Corporation and Mr.
Wolfgang Traber claim shared voting and dispositive power of the
securities held by Americas. The address for each of Americas, Partners,
Corporation and Mr. Traber is c/o Howard Kailes, Esq., Krugman & Kailes
LLP, Park 80 West-Plaza Two, Saddle Brook, New Jersey 07663.

(9) Reflects 76,735 shares of Series C Convertible Preferred Stock that are
immediately convertible into 2,192,318 shares of Common Stock at a
conversion price of $3.50 per share; 10,550 shares of Series D
Convertible Preferred Stock that are immediately convertible into 301,413
shares of Common Stock at a conversion price of $3.50 per share; a
Warrant to purchase 285,714 shares of Common Stock that is immediately
exercisable at an exercise price of $3.50 per share; and a Warrant to
purchase 471,429 shares of Common Stock, that is immediately exercisable
or exercisable within 60 days from the date hereof for 353,571 shares of
Common Stock at an exercise price of $3.50 per share.

(10) The address of the Oppenheimer Funds, Inc. is Two World Trade Center,
34th Floor, New York, New York 10048-0203.

(11) Shares issuable upon conversion of 8 1/4% Subordinated Convertible Notes
due 2003.

(12) Per a Schedule 13D filed thereby, Safety-Kleen Systems, Inc. ("Systems"),
Safety-Kleen Services, Inc. ("Services") and Safety-Kleen Corp. ("Corp.")
claim shared voting and dispositive power of the securities held by
Systems. The address of Systems, Services and Corp. is 1301 Gervais
Street, Suite 300, Columbia, South Carolina 29201.

5
9
(13) Reflects a Warrant to purchase 1,134,615 shares of Common Stock that is
immediately exercisable at $3.50 per share.

(14) The address of the Commingled Pension Trust Fund (Multi-Market Special
Investment Fund II) of Morgan Guaranty Trust Company of New York is 522
Fifth Avenue, New York, New York 10036.

6
10

PROPOSAL 1 -- ELECTION OF DIRECTORS

Our Articles of Incorporation provide that the number of directors
constituting the Board of Directors shall be at least one, with the exact number
of directors to be fixed from time to time in the manner provided in our Bylaws.
Our Bylaws provide that the number of directors shall be fixed from time to time
by a majority vote of our shareholders. Each director elected at the annual
meeting will serve a one-year term.

The Board has nominated each of Pierre G. Mansur, Paul I. Mansur, Paul
A. Biddelman and Kenneth C. Leung to be elected as a director at the annual
meeting. Our director nominees are currently serving as our directors and their
terms expire at the Annual Meeting. We expect that our director nominees will be
available for election, but if any of them shall become unavailable to stand for
election at any time before the Annual Meeting, the proxies may be voted for a
substitute nominee selected by the Board of Directors.

DIRECTORS

Our directors and executive officers and their ages as of May 9, 2001
are as follows:

NAME AGE POSITION
- ---- --- --------

Pierre G. Mansur............................. 49 Chairman of the Board, President and Director

Paul I. Mansur............................... 50 Chief Executive Officer and Director

Paul A. Biddelman............................ 55 Director

Kenneth C. Leung............................. 56 Director

PIERRE G. MANSUR founded SystemOne Technologies Inc. and has served as
our Chairman and President since our inception in November 1990. From June 1973
to August 1990, Mr. Mansur served as President of Mansur Industries Inc., a
privately held New York corporation, that operated a professional race engine
machine shop. Mr. Mansur has over twenty years of advanced automotive and
machinery operations experience including developing innovative automotive
machine shop applications; designing, manufacturing, customizing, modifying and
retooling high performance engines and component parts; developing state of the
art automotive and powerboat race engines which have consistently achieved world
championship status; and providing consulting services and publishing articles
with respect to automotive technical research data. Mr. Mansur has conducted
extensive research and development projects for several companies, including
testing and evaluating engine parts and equipment for Direct Connection, a high
performance racing division of the Chrysler Corporation; researching and
developing specialized engine piston rings and coatings for Seal Power
Corporation; researching high-tech plastic polymers for internal combustion
engines for ICI Americas; and designing and developing specialized high
performance engine oil pan applications. Pierre Mansur is the brother of Paul I.
Mansur. Pierre Mansur is a graduate of the City University of New York.

PAUL I. MANSUR has been our Chief Executive Officer and a Director of
ours since September 1993. From September 1986 to July 1993, Mr. Mansur served
as Chief Executive Officer of Atlantic Entertainment Inc., a privately held
regional retail chain of video superstores. From March 1981 to September 1986,
Mr. Mansur served as the Chief Executive Officer and President of Ameritrade
Corporation, a privately held international distributor of factory direct duty
free products. From June 1972 to March 1981, Mr. Mansur held various finance and
operation positions, including Assistant Vice President Finance and Operations
for Mott's USA, Inc., a division of American Brands. Paul Mansur is the brother
of Pierre G. Mansur. Paul Mansur is a graduate of the City University of New
York.

PAUL A. BIDDELMAN has been a Director of ours since May 2000. Mr.
Biddelman is President of Hanseatic Corporation, a private investment company
and a significant shareholder of ours. Mr. Biddelman joined Hanseatic early in
1992 from a merchant banking firm, which he co-founded in 1991. Prior to that he

7
11

was a Managing Director in Corporate Finance at Drexel Burnham Lambert
Incorporated where he was active primarily in financing middle-market industrial
companies. He holds an MBA from Harvard Business School, a JD from Columbia Law
School, and a BS from Lehigh University. Mr. Biddelman serves on the Board of
Directors of Celadon Group, Inc., Instituform Technologies, Inc., Six Flags,
Inc., and Star Gas LLC (the general partner of Star Gas L.P.).

KENNETH C. LEUNG has been a Director of ours since May 2000. Mr. Leung
is a Managing Director and heads the Corporate Finance Department of Sanders
Morris Harris in New York City and is the Chief Investment Officer of
Environmental Opportunities Funds I and II, each a significant shareholder of
ours. Prior to joining Sanders Morris Harris in 1995, Mr. Leung was a Managing
Director at Salomon Smith Barney Inc., an investment banking firm. Mr. Leung
holds an MBA in Finance from Columbia University and a BA in History from
Fordham College. He serves on the Board of Directors of Zahren Alternative Power
Corp., Avista Resources, Inc., Synagro Technologies, Inc., Northstar Passenger
Services Ltd., Waterlilly, Inc. and U.S. Plastic Lumber Corporation.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION AS DIRECTORS
OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

HOW ARE DIRECTORS COMPENSATED?

COMPENSATION. No director receives any fee for attendance at meetings
of the Board of Directors or committees thereof, although members of the Board
of Directors do receive reimbursement for actual travel-related expenses
incurred in connection with their attendance at meetings of the Board of
Directors. Directors who are also employed by us do not receive additional
compensation for their services as directors.

OPTIONS. Directors are eligible to receive options under our 1996
Executive Incentive Compensation Plan. This plan provides for an automatic grant
of an option to purchase 3,500 shares of our common stock, par value $.001 per
share, upon a person's election as a non-employee director, as well as an
automatic annual grant of an option to purchase 3,500 shares of common stock on
the day we issue our earnings release for the prior fiscal year.

HOW OFTEN DID THE BOARD MEET DURING 2000?

During 2000, the Board of Directors held three meetings. During 2000,
no director attended fewer than 75% of the aggregate of (i) the number of
meetings of the Board of Directors held during the period he served on the
Board, and (ii) the number of meetings of committees of the Board of Directors
held during the period he served on such committees.

WHAT COMMITTEES HAS THE BOARD ESTABLISHED?

The Board of Directors has a standing Audit Committee and Compensation
Committee. We do not have a nominating committee. Our Board of Directors
performs the functions of a nominating committee.

Audit Committee

During 2000, the Audit Committee consisted of Messrs. Biddelman and
Leung. The Audit Committee held one meeting during 2000. The duties and
responsibilities of the Audit Committee include (a) recommending to the Board
the appointment of our auditors and any termination of engagement, (b) reviewing
the plan and scope of audits, (c) reviewing our significant accounting policies
and internal controls and (d) having general responsibility for all related
auditing matters. The Board of Directors adopted a written charter for the Audit
Committee effective June 13, 2000. A copy of the charter is included in this
Proxy Statement as Appendix A.

Compensation Committee

During 2000, the Compensation Committee consisted of Messrs. Biddelman
and Leung. The Compensation Committee held one meeting during 2000. The
Compensation Committee reviews and approves the compensation of our executive
officers and administers our stock option plan.

8
12

REPORT OF THE AUDIT COMMITTEE

The Audit Committee submits the following report for 2000:

The Audit Committee of the Board of Directors has reviewed and
discussed our audited financial statements for the fiscal year ended December
31, 2000, with management, and has received the written disclosures and the
letter from KPMG LLP, our independent auditors for the fiscal year ending
December 31, 2000, required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees). The Audit Committee has
discussed with the independent auditors our audited financial statements for the
fiscal year ended December 31, 2000, the quality of our accounting principles
and underlying estimates in our financial statements and the auditor's
independence as required by Statement on Auditing Standards No. 61 of the
Auditing Standards Board of the American Institute of Certified Public
Accountants. Based on these discussions with KPMG LLP, the Audit Committee
members recommended unanimously to the Board of Directors that the audited
financial statements be included in the our Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000.

THE AUDIT COMMITTEE

Paul A. Biddelman
Kenneth C. Leung

MANAGEMENT

EXECUTIVE OFFICERS

Our executive officers are elected annually by the Board of Directors
and serve at the discretion of the Board of Directors. The following sets forth
certain information with respect to our executive officers (other than such
information regarding Pierre G. Mansur and Paul I. Mansur which was disclosed
under "Proposal 1- Election of Directors" above

NAME AGE POSITION
---- --- --------
Steven M. Healy 38 Director of Finance and Controller

STEVEN M. HEALY has been our Director of Finance and Controller since
July 2000. Prior to that and since March 1997, Mr. Healy served as Director of
Finance for Radiant Oil Company, Inc., a privately held fuel distributor,
convenience store operator and real estate company. From January 1993 to March
1997, he served as Controller of United Leisure Industries, Inc. a privately
held vertically integrated manufacturer, distributor and retailer for sport and
recreational equipment. From January 1987 to December 1992 Mr. Healy served as
an auditor for Deloitte & Touche LLP. Mr. Healy is a CPA and a graduate of the
University of Florida.

EXECUTIVE COMPENSATION

The following table sets forth, for the years ended December 31, 2000,
1999 and 1998, the aggregate compensation awarded to, earned by or paid to
Pierre G. Mansur, our Chairman and President and Paul I. Mansur, our Chief
Executive Officer (collectively, the "named executive officers"). None of our
other officers earned compensation in excess of $100,000 during 2000. We did not
grant any restricted stock awards or stock appreciation rights or make any
long-term incentive plan payouts during these three fiscal years.

9
13

ANNUAL COMPENSATION
---------------------------------------------------------------
NAME AND OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
------------------ ---- ------ ----- ------------

Pierre G. Mansur.......................... 2000 $ 150,000 -- $ 8,040(1)
Chairman and President 1999 $ 150,000 $ 150,000 $ 8,040(1)
1998 $ 130,000 -- $ 8,040(1)

Paul I. Mansur............................ 2000 $ 150,000(2) -- $ 8,570(1)
Chief Executive Officer 1999 $ 150,000 -- $ 5,099(1)
1998 $ 130,000 -- $ 5,099(1)

- -----------------------
(1) Automobile allowance.
(2) Subject to a $50,000 holdback payable upon achieving certain operating
results.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

On July 1, 2000 we entered into an 18 month employment agreement with
Pierre G. Mansur, our Chairman of the Board and President, which employment
agreement is renewable at our option for an additional one year term. The
employment agreement provides that Mr. Mansur's base salary will be $160,000 per
annum during 2001 and if the agreement is renewed, will be $175,000 per annum
for 2002. During the term of the employment agreement and for three years
following the termination of his employment, Mr. Mansur is prohibited from
disclosing any confidential information, including without limitation,
information regarding our patents, research and development, manufacturing
processes or knowledge or information with respect to our confidential trade
secrets. In addition, Mr. Mansur is prohibited from, directly or indirectly,
engaging in any business in substantial competition with us or any of our
affiliates and from becoming an officer, director or employee of any
corporation, partnership or any other business in substantial competition with
us or any of our affiliates for three years following such termination.

We also entered into 18 month employment agreement with Paul I. Mansur,
our Chief Executive Officer, which employment agreement is renewable at our
option for an additional one year term. The employment agreement provides that
Mr. Mansur's base salary will be $160,000 per annum during 2001 and if the
agreement is renewed, will be $175,000 per annum for 2002. During the term of
the employment agreement and for three years following his termination of
employment, Mr. Mansur is prohibited from disclosing any confidential
information, including without limitation, information regarding our patents,
research and development, manufacturing process or knowledge or information with
respect to our confidential trade secrets. The employment agreement also
provides that Mr. Mansur is prohibited from, directly or indirectly, engaging in
any business in substantial competition with us or any of our affiliates and
from becoming an officer, director or employee of any corporation, partnership
or any other business in substantial competition with us or any of our
affiliates during the three years following such termination.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The table below sets forth the following information with respect to
options granted to the named executive officers during 2000 and the potential
realizable value of such option grants:

o the number of shares of common stock underlying options granted
during the year;

o the percentage that such options represent of all options granted to
employees during the year;

o the exercise price; and

o the expiration date.

10
14

INDIVIDUAL GRANTS
--------------------------------------------------------------------
PERCENT OF
TOTAL
NUMBER OF OPTIONS/
SECURITIES SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED FISCAL YEAR PRICE ($/SH) DATE
- ---- ------------- ----------- ------------ -----------

Pierre G. Mansur................ 25,532 6.5% $6.75 3/1/07
Chairman of the Board and
President

Paul I. Mansur.................. 25,532 6.5% $6.75 3/1/07
Chief Executive Officer

AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE

The following table sets forth certain information concerning
unexercised stock options held by our named executive officers as of December
31, 2000. No stock options were exercised by the named executive officers during
2000. No stock appreciation rights have been granted or are outstanding.

NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED OPTIONS AT FY-END VALUE OF UNEXERCISED IN-THE-
SHARES DECEMBER 31, 2000(#) MONEY OPTIONS AT FY-END(1)
ACQUIRED ON VALUE ------------------------------- -----------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ------------- ------------- ----------- -------------

Pierre G. Mansur........ 0 $ 0 72,806 25,532 (2) (2)

Paul I. Mansur.......... 0 $ 0 66,784 25,532 (2) (2)

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

(1) The closing price of the common stock as reported on the Nasdaq SmallCap
Market on December 29, 2000, the last trading day for such year, was $2.25.

(2) The option exercise price exceeds $2.25 and accordingly, such options are
not "in-the-money."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In May 1999, we issued an aggregate of 50,500 shares of Series B
Convertible Preferred Stock, $1.00 par value per share, to Environmental
Opportunities Fund, L.P., Environmental Opportunities Fund (Cayman), L.P.,
Environmental Opportunities Fund II, L.P., and Environmental Opportunities Fund
II (Institutional), L.P. for an aggregate purchase price of $5,050,000.
Subsequent to such date we issued an additional 7,090 shares of Series B
Convertible Preferred Stock as paid in kind dividends. Also subsequent to such
date, all shares held by Environmental Opportunities Fund (Cayman), L.P. were
transferred to Environmental Opportunities Fund, L.P. Mr. Kenneth C. Leung, one
of our directors, is the Chief Investment Officer of each of the aforementioned
funds.

In August 1999, we issued 69,000 shares of Series C Convertible
Preferred Stock, $1.00 par value per share, to Hanseatic Americas LDC for an
aggregate purchase price of $6,900,000. Subsequent to such date we issued an
additional 7,735 shares of Series C Convertible Preferred Stock as paid in kind
dividends. Mr. Paul A. Biddelman, one of our directors, is the President of
Hanseatic Corporation, which controls Hanseatic Americas LDC.

In May 2000, we issued an aggregate of 20,000 shares of Series D
convertible preferred stock, par value $1.00 per share, and warrants (the "May
Warrants") to purchase an aggregate of 363,636 shares of common stock, to
Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P. and
Environmental Opportunities Fund (Institutional), L.P. for an aggregate purchase
price of $2.0 million. Subsequent to such date we issued an additional 1,099
shares of Series D Convertible Preferred Stock as paid in kind dividends. In

11
15

connection with the execution of the Subordinated Loan Agreement and the
issuance of the Lender Warrants (each as described below), the May Warrants were
adjusted to be exercisable for an aggregate of 571,428 shares of Common Stock.

On August 7, 2000 (the "Issuance Date"), we entered into a Loan
Agreement with Environmental Opportunities Fund II, L.P., Environmental
Opportunities Fund II (Institutional), L.P. and Hanseatic Americas LDC, as
amended on November 10, 2000 and November 30, 2000 (collectively the
"Subordinated Loan Agreement"), under which we borrowed an aggregate principal
amount of $3,300,000. These borrowings are evidenced by promissory notes (the
"Subordinated Promissory Notes"), maturing February 7, 2002, subject to
prepayment at any time at our option and mandatory prepayment to the extent of
any proceeds received by us from the sale of any new securities or the borrowing
of any additional money (other than purchase money debt and borrowings under the
Senior Revolver). The Subordinated Promissory Notes initially bear interest at
the rate of 12% per annum until the six month anniversary of the Issuance Date,
14% from the six month anniversary until the nine month anniversary of the
Issuance Date and 16% thereafter until repaid in full. Our obligations under the
Loan Agreement are secured by a lien on substantially all of its assets other
than its intellectual property although such obligations have been subordinated
to the Senior Revolver. Pursuant to the Loan Agreement we issued warrants to
purchase an aggregate of up to 942,858 shares of its common stock at $3.50 per
share (the "Lender Warrants"). The Lender Warrants may only be exercised for 50%
and 75% of the common stock underlying the Lender Warrants prior to May 7, 2001
and August 7, 2001, respectively. In addition, if the Subordinated Promissory
Notes are repaid prior to May 7, 2001, then 50% of the Lender Warrants will
terminate, and, thereafter, if the loan is repaid prior to August 7, 2001, then
25% of the Lender Warrants will terminate.

On November 30, 2000, we entered into a revolving credit loan agreement
(the "Senior Revolver") with Hansa Finance Limited Liability Company ("Hansa")
that provides us with a revolving line of credit for up to $5 million with a
scheduled maturity of May 30, 2003. In connection with the Senior Revolver, we
granted Hansa a security interest in substantially all of our assets including
our intellectual properties. Pursuant to the Senior Revolver, we may borrow
twice a month up to the Advance Limit. The Advance Limit is the lesser of
$5,000,000 or the sum of the Advance Supplement plus an amount based on our
accounts receivable and inventory. The Advance Supplement was $3,000,000 through
March 31, 2001 and $2,500,000 for the period April 1 2001 until maturity.
Amounts advanced under the Senior Revolver accrue interest at the rate of 14%
per annum payable monthly in arrears commencing December 31, 2000. As of
December 31, 2000, amounts advanced under the Senior Revolver totaled
$4,200,000. Hansa is controlled indirectly by Hanseatic Corporation and Paul
Biddelman, one of our directors, who is the President of Hanseatic Corporation.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and executive officers, and persons who own more than ten
percent of our outstanding common stock, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of our equity securities. Such persons are required by SEC
regulation to furnish us with copies of all such reports they file.

To our knowledge, based solely on a review of the copies of such
reports furnished to us and written or oral representations that no other
reports were required for such persons, all Section 16(a) filing requirements
applicable to our officers, directors and greater than ten percent (10%)
beneficial owners have been complied with, except for the Form 3, Initial
Statement of Ownership of Securities ("Form 3"), and two Forms 4, Statement of
Changes in Beneficial Ownership, reporting three transactions, which should have
been filed by Environmental Opportunities Fund II, (Institutional), L.P., and a
Form 3 which should have been filed by Steven M. Healy in August 2000. Mr.
Healy's Form 3 was subsequently filed as a part of the Form 5 Annual Statement
of Beneficial Ownership he filed in February 2001.

INDEPENDENT PUBLIC ACCOUNTANTS

The firm of KPMG LLP served as our independent public accountants
during 2000. Our Board of Directors has selected KPMG LLP as our independent
public accountants for 2001. One or more representatives of KPMG LLP are
expected to be present at the Annual Meeting and will be afforded the
opportunity to make a statement if they so desire and to respond to appropriate
shareholder questions.

12
16

FEES PAID TO OUR INDEPENDENT AUDITORS

The rules of the Securities and Exchange Commission require us to
disclose fees billed by our independent auditors for services rendered to us for
the fiscal year ended December 31, 2000.

AUDIT FEES

The aggregate fees billed by KPMG LLP for professional services
rendered for the audit of our annual financial statements for the fiscal year
ended December 31, 2000 and for the reviews of the financial statements included
in our Quarterly Reports on Form 10-QSB for the fiscal year were approximately
$125,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

KPMG LLP did not bill us for or render any information technology
services relating to financial information systems design and implementation for
the fiscal year ended December 31, 2000.

ALL OTHER FEES

The aggregate fees billed by KPMG LLP for services rendered to us,
other than the services described above under "Audit Fees" and "Financial
Information Systems Design and Implementation Fees," for the fiscal year ended
December 31, 2000 were approximately $47,000.

OTHER BUSINESS

We know of no other business to be brought before the Annual Meeting.
If, however, any other business should properly come before the Annual Meeting,
the persons named in the accompanying proxy will vote proxies as in their
discretion they may deem appropriate, unless they are directed by a proxy to do
otherwise.

SHAREHOLDER PROPOSALS

Shareholders interested in presenting a proposal for consideration at
our 2002 annual meeting of shareholders may do so by following the procedures
prescribed in Rule 14a-8 under the Securities Exchange Act of 1934. To be
eligible for inclusion in our proxy statement and form of proxy relating to the
meeting, shareholder proposals must be received by our Corporate Secretary no
later than January 28, 2002.

After the January 28, 2002 deadline, a shareholder may present a
proposal at our 2002 annual meeting of shareholders if it is submitted to our
Secretary at the address below, but we are not obligated to present the matter
in our proxy materials. If the proposal is submitted after April 13, 2002, the
Company's proxies will have discretionary authority to vote on such proposal.

Our 2002 annual meeting of shareholders is expected to be held no later
than June 22, 2002. If the date of next years annual meeting is changed by more
than 30 days from June 22, 2002, then any proposal must be received not later
than 10 days after disclosure of the meeting date is made if such proposal is to
be included in our proxy materials.

Any shareholder proposals should be addressed to Paul I. Mansur, Chief
Executive Officer of SystemOne Technologies Inc. at 8305 NW 27th Street, Suite
107, Miami, Florida 33122.

/s/ Pierre G. Mansur
-----------------------------------
Pierre G. Mansur
CHAIRMAN OF THE BOARD AND PRESIDENT

Miami, Florida
May 28, 2001

13
17

SYSTEMONE TECHNOLOGIES INC.

8305 N.W. 27TH STREET, SUITE 107
MIAMI, FLORIDA 33122

THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS

The undersigned holder of capital stock of SystemOne Technologies Inc.,
a Florida corporation (the "Company"), hereby appoints Paul I. Mansur and Pierre
G. Mansur, and each of them, as proxies for the undersigned, each with full
power of substitution, for and in the name of the undersigned to act for the
undersigned and to vote, as designated below, all of the shares of (i) common
stock, par value $.001 per share (the "Common Stock"), Series B Convertible
Preferred Stock, par value $1.00 per share, (ii) Series C Convertible Preferred
Stock, par value $1.00 per share and/or (iii) Series D Convertible Preferred
Stock, par value $1.00 per share of the Company that the undersigned is entitled
to vote at the 2001 Annual Meeting of Shareholders of the Company, to be held on
Friday, June 22, 2001 at 10:00 a.m., local time, at the Company's corporate
headquarters at 8305 N.W. 27th Street, Suite 107, Miami, Florida, and at any
adjournment(s) or postponement(s) thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL THE
DIRECTOR NOMINEES LISTED IN PROPOSAL (1) BELOW AND "FOR" PROPOSAL (2) BELOW.

PROPOSAL 1. ELECTION OF PIERRE G. MANSUR, PAUL I. MANSUR, PAUL A.
BIDDELMAN AND KENNETH C. LEUNG, AS DIRECTORS OF THE COMPANY.

[ ] VOTE FOR all nominees listed above, except vote
withheld from the following nominee(s) (if any).

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

[ ] VOTE WITHHELD from all nominees.

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the 2001 Annual Meeting of Shareholders, and any
adjournments or postponements thereof.

Continued and to be signed on other side

Continued from other side

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" PROPOSALS.

The undersigned hereby acknowledges receipt of (i) the Notice of 2001 Annual
Meeting of Shareholders and (ii) the Proxy Statement and (iii) the Company's
Annual Report to Shareholders for the year ended December 31, 2000.

Dated: ______________________, 2001

______________________________________
(Signature)

______________________________________
(Signature if held jointly)

IMPORTANT: Please sign exactly as your
name appears hereon and mail it promptly
even though you may plan to attend the
meeting. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as
such. If a corporation, please sign in
full corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.

PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT IN
THE ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.

APPENDIX A

MANSUR INDUSTRIES INC.

AUDIT COMMITTEE CHARTER

- ------------------------------------------------------------------------------
PURPOSE
- ------------------------------------------------------------------------------

The primary purpose of the Audit Committee (the "Committee") is to
assist the Company's Board of Directors (the "Board") in fulfilling its
responsibility to oversee the Company's financial reporting process, including
by overseeing the financial reports and other financial information provided by
the Company to any governmental or regulatory body, the public or other users
thereof; the Company's systems of internal accounting and financial controls;
the annual independent audit of the Company's financial statements and the
Company's legal compliance and ethics programs as established by management and
the Board.

In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company. The Committee is authorized to
retain outside counsel, auditors or other experts and professionals for this
purpose. The Board and the Committee are in place to represent the Company's
shareholders; accordingly, the outside auditor is ultimately accountable to the
Board and the Committee.

The Committee shall review the adequacy of this Charter on an annual
basis.

- ------------------------------------------------------------------------------
MEMBERSHIP
- ------------------------------------------------------------------------------

The Committee shall be comprised of not less than three members of the
Board, and the Committee's composition shall meet all requirements of the Audit
Committee Policy of the NASD.

Accordingly, all of the members must be directors:

- who have no relationship to the Company that may interfere with the
exercise of their independence from management and the Company; and

- who are financially literate or who become financially literate within
a reasonable period of time after appointment to the Committee. In
addition, at least one member of the Committee must have accounting or
related financial management expertise.

- ------------------------------------------------------------------------------
KEY RESPONSIBILITIES
- ------------------------------------------------------------------------------

The Committee's job is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements. Additionally, the Committee recognizes that financial management, as
well as the outside auditors, have more time, knowledge and more detailed
information regarding the Company than do Committee members. Consequently, in
discharging its oversight responsibilities, the Committee is not providing any
experts or special assurance as to the Company's financial statements or any
professional certification as to the outside auditor's work.

The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this guide
as appropriate under the circumstances.

- The Committee shall review with management and the outside Company's
auditors the audited financial statements to be included in the
Company's Annual Report on Form 10-K (or the Annual Report to
Shareholders if distributed prior to the filing of Form 10-K) and
review and consider with the outside auditors the matters required to
be discussed by Statement of Auditing Standards ("SAS") No. 61.

- As a whole, or through the Committee chair, the Committee shall review
with the outside auditors the Company's interim financial results to be
included in the Company's Quarterly Reports on Form 10-Q to be filed
with the Commission and the matters required to be discussed by SAS No.
61. Such review shall occur prior to the filing of the Company's
Quarterly Reports on Form 10-Q.

The Committee shall discuss with management and the outside auditors
the quality and adequacy of the Company's internal controls.

The Committee shall:

- request from the outside auditors annually, a formal written statement
delineating all relationships between the auditor and the Company
consistent with Independence Standards Board Standard No. 1;

- discuss with the outside auditors any such disclosed relationships and
their impact on the outside auditor's independence; and

- recommend that the Board take appropriate action to oversee the
independence of the outside auditors.

The Committee, subject to any action that may be taken by the full Board, shall
have the ultimate authority and responsibility to select (or nominate for
shareholder approval), evaluate and, where appropriate, replace the outside
auditor.