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

[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240-14a-11(c) or Section 240.14a-12

NSA International, 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 14a6(i)(4) and 0-11.

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

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:[1]

(4) Proposed maximum aggregate value of transaction:

[1] Set forth the amount on which the filing fee is calculated and state how
it was determined.

[ ] 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
NSA INTERNATIONAL, INC.
4260 EAST RAINES ROAD
MEMPHIS, TENNESSEE 38118

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD DECEMBER 2, 1997

Notice is hereby given that the 1997 Annual Meeting of Shareholders of
NSA International, Inc. (the "Annual Meeting") will be held on Tuesday, December
2, 1997, at 10:00 a.m. Memphis, Tennessee time, at The Hilton-Memphis East, 5069
Sanderlin Avenue, Memphis, Tennessee 38117, for the following purposes:

(1) To elect four (4) Class II directors who will serve two-year
terms or until their successors have been duly elected and
qualified;

(2) To ratify the selection of Deloitte & Touche, L.L.P. as
independent accountants and auditors for NSA International, Inc.
(the "Company");

(3) To approve, adopt and ratify the Company's 1997 Incentive and
Non-Qualified Stock Option Plan providing for the issuance to
eligible directors, officers, employees, advisors and consultants
of the Company and its subsidiaries of up to 500,000 shares of
the Company's Common Stock, $.05 par value; and

(4) To consider and act upon any other matters that may properly
come before the Annual Meeting and any adjournment or adjournments
thereof.

These items are described more fully in the following pages which are
made a part of this notice.

Only Shareholders of the Company's Common Stock of record at the close
of business on November 2, 1997, will be entitled to notice of, and to vote at,
the Annual Meeting.

You are cordially invited to attend the Annual Meeting. Please note,
however, that we are asking you to complete and return the enclosed proxy even
if you plan to attend the Annual Meeting. You may, of course, withdraw your
proxy and vote your own shares if you attend the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS,

STAN C. TURK
Secretary
November 3, 1997

================================================================================

IMPORTANT NOTICE

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
REVIEW THE ENCLOSED MATERIAL, AND PROMPTLY MARK, DATE, SIGN AND RETURN
THE ENCLOSED FORM OF PROXY IN THE ENCLOSED SELF-ADDRESSED, STAMPED
ENVELOPE.

================================================================================

NSA INTERNATIONAL, INC.
4260 EAST RAINES ROAD
MEMPHIS, TENNESSEE 38118

-----------

PROXY STATEMENT

-----------

GENERAL INFORMATION

THIS PROXY STATEMENT, together with the enclosed proxy, which is first
being mailed to shareholders on or about November 3, 1997, is furnished in
connection with the solicitation of proxies by the Board of Directors of NSA
International, Inc., a Tennessee corporation (the "Company"), for use at the
Annual Meeting of Shareholders (the "Annual Meeting") to be held on Tuesday,
December 2, 1997, at 10:00 a.m. Memphis, Tennessee time, at The Hilton-Memphis
East, 5069 Sanderlin Avenue, Memphis, Tennessee 38117, and at any adjournment or
adjournments thereof.

VOTING

Shareholders of the Company of record at the close of business on
November 2, 1997, the record date designated by the Board of Directors, will be
entitled to notice of and to vote at the Annual Meeting. On November 2, 1997,
the Company had outstanding 4,858,156 shares of $.05 par value common stock (the
"Common Shares"). On March 19, 1997, the Company's Board of Directors authorized
the repurchase of up to $1 million of its Common Shares, which at the time
represented approximately 500,000 to 750,000 shares, from time to time on the
open market or in privately negotiated purchases. Currently, the Company has
repurchased 56,120 of its Common Shares pursuant to this repurchase plan. These
shares have yet to be retired and upon retirement the total outstanding shares
will be adjusted.

The presence in person or by proxy of the holders of a majority of the
issued and outstanding Common Shares entitled to vote at the Annual Meeting is
necessary in order to constitute a quorum. Assuming a quorum exists, the
election of each of the nominees to the Board of Directors of the Company will
require the affirmative vote of a majority of the Common Shares voting at the
Annual Meeting. Likewise, the affirmative vote of a majority of the Common
Shares present or represented at the meeting is required to ratify the selection
of the independent accountants and auditors. Additionally, the approval,
adoption and ratification of the Company's 1997 Incentive and Non-Qualified
Stock Option Plan (the "Plan") will require the affirmative vote of a majority
of the Common Shares voting at the Annual Meeting.

Each holder of the Common Shares is entitled to one vote for each
Common Share held by such holder on all matters submitted before the Annual
Meeting and any adjournment or adjournments thereof. Cumulative voting is not
provided for in the election of directors.

Common Shares represented by properly executed proxies, unless
previously revoked, will be voted in accordance with the instructions on such
proxies. If no instruction is indicated on the proxy, the named holders of the
proxies will vote such Common Shares (i) FOR all nominees to the Board of
Directors of the Company named in this Proxy Statement, (ii) FOR the
ratification of the selection of independent accountants and auditors, and (iii)
FOR the adoption and ratification of the Plan. The named holders of proxies also
will use their discretion in voting the Common Shares in connection with any
other business that properly may come before the Annual Meeting.

Any shareholder who sends in a proxy has the power to revoke that proxy
any time prior to the exercise of the proxy by giving written notice to Stan C.
Turk, the Secretary of the Company, at the Company's executive offices located
at 4260 East Raines Road, Memphis, Tennessee 38118. Shareholders also may revoke
proxies either by a later dated proxy, if the Company receives such proxy prior
to the exercise of the prior proxy, or by attending the Annual Meeting and
voting in person.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of Common Shares beneficially
owned as of November 2, 1997, by (a) each person known by the Company to
beneficially own more than 5% of the outstanding Common Shares, (b) each
director or executive officer of the Company, and (c) all directors and
executive officers of the Company as a group.

Amount and Nature
Name and Address of of Beneficial Percent
Beneficial Owner Ownership(1) of Class(2)
---------------- ----------------- -----------

(a) National Safety Associates, Inc. 2,336,180(3) 48.1
4260 East Raines Road
Memphis, Tennessee 38118

A. Jay Martin 2,755,135(4) 56.7
4260 East Raines Road
Memphis, Tennessee 38118

L.F. Swords 2,474,266(5) 50.9
4260 East Raines Road
Memphis, Tennessee 38118

(b) A. Jay Martin 2,755,135(4) 56.7

L.F. Swords 2,474,266(5) 50.9

George R. Poteet 164,041 3.4
4180 Pilot
Memphis, TN 38118

J. Neil Rood 40,733 *
12192 Mandarin Road
Jacksonville, FL 32223

William W. Deupree, Jr. 15,000 *
50 North Front Street, 21st Floor
Memphis, TN 38103

Charles R. Evans, Jr. 8,800 *
4260 East Raines Road
Memphis, TN 38118

William L. Gurner - 0 - *
40 South Main Street
Memphis, TN 38103

Stan C. Turk 4,700 *
4260 East Raines Road
Memphis, TN 38118

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

(1) Includes Common Stock as to which such person, directly or indirectly,
through any contract, arrangement, understanding, relationship, or otherwise
has or shares voting power and/or investment power. Unless

- 2 -

otherwise indicated, each listed shareholder possesses sole voting and
investment power with respect to all of the shares shown opposite his name.
(2) Based upon 4,858,156 shares issued and outstanding.
(3) Messrs. Martin and/or Swords, as the President and Secretary-Treasurer
of National Safety Associates, Inc. ("NSA") respectively, acting separately
or jointly, have the power to vote or to direct the vote, and to dispose of
or to direct the disposition of, the shares owned by NSA, unless otherwise
instructed by the Board of Directors of NSA.
(4) Includes the 2,336,180 shares held by NSA for which Messrs. Martin and/or
Swords have the power to vote or to direct the vote, and to dispose of or
to direct the disposition of. Also includes the indirect beneficial
ownership of 9,000 shares held by Mr. Martin's child for which Mr. Martin
disclaims beneficial ownership.
(5) Includes the 2,336,180 shares held by NSA for which Messrs. Martin and/or
Swords have the power to vote or to direct the vote, and to dispose of or
to direct the disposition of.

* Indicates less than 1%.

(PROPOSAL 1)

ELECTION OF DIRECTORS

The Board of Directors of the Company is divided into two Classes with
the term of office of each Class expiring in succeeding years. The terms of
office of Class II directors expire at the Annual Meeting. The terms of office
of Class I directors expire at the annual meeting of shareholders to be held in
1998. The Board of Directors proposes the election of four (4) Class II
directors. Each Class II director elected at the Annual Meeting will hold office
until the annual meeting of shareholders to be held in 1999 or until their
successors are elected and qualified.

NOMINEES FOR DIRECTOR

Class II
For a Two-Year Term Expiring at the 1999 Annual Meeting of Shareholders

George R. Poteet
L.F. Swords
William W. Deupree, Jr.
William L. Gurner

Unless authority to vote is withheld, all proxies received by the Board
of Directors will be voted for these four (4) nominees; except that, if any such
nominee is unable to serve, or for good cause will not serve, those proxies will
be voted for the person whom the Board of Directors designates to replace the
nominee. The Board of Directors believes that, if elected, each nominee will be
willing to serve. An affirmative vote of the majority of the Common Shares
voting at the Annual Meeting is required to elect each of the nominees to the
Board of Directors of the Company.

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth certain information regarding the
directors and executive officers of the Company.

- 3 -

Director Term
Name Age Position(s) Since Expires
- ---- --- ----------- -------- -------

DIRECTORS:
- ----------

A. Jay Martin(1) 55 President and Director 1989 1998

Charles R. Evans, Jr. 53 Chief Operating Officer
and Executive Vice-
President and Director 1992 1998

J. Neil Rood 64 Director 1989 1998

George R. Poteet 49 Director 1989 1997

L.F. Swords 56 Director 1989 1997

William W. Deupree, Jr. 56 Director 1992 1997

William L. Gurner 51 Director 1996 1997

EXECUTIVE OFFICERS:
- -------------------
Officer
Since
------
Stan C. Turk 46 Chief Financial Officer 1989
and Secretary-Treasurer

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

(1) Mr. Martin is also a director and executive officer of NSA. Mr. Martin
devotes approximately 60% of his management time to the operations of the
Company.

A. Jay Martin has served as President and as a director of the Company
since its inception in March 1989. Mr. Martin founded National Safety
Associates, Inc., a Tennessee corporation ("NSA"), in 1969 and has served NSA in
various capacities since its inception. Presently, Mr. Martin is a shareholder
and serves as President and a director of NSA.

Charles R. Evans, Jr. has served as a director as well as the Executive
Vice-President and the Chief Operating Officer of the Company since August 1992.
Mr. Evans joined NSA Polymers in March 1989 and served as Vice President,
Assistant Secretary and a director of NSA Polymers until August 1992. From 1984
until March 1989, he was Treasurer of Florida Polymers, Inc., a Florida
corporation, the assets of which were acquired by the Company in March 1989 and
which was primarily engaged in the business of plastics injection molding and
tool and die manufacturing.

J. Neil Rood has been a director of the Company since its inception. In
April 1992, Mr. Rood was elected President of NSA International Holdings, Inc.
In December 1992, Mr. Rood was elected Vice President-International Operations
for the Company and he completed his tenure at that position in December 1993.
Mr. Rood is a shareholder of NSA. In April 1982, Mr. Rood organized and became
President of Jonfor Systems, Inc. In June 1975, Mr. Rood organized and became
President of Jonfor, Inc. Both entities are privately-held Florida corporations
which act as

- 4 -

holding and operating companies, respectively, for various retail businesses and
real estate properties. Mr. Rood is also active in various real estate ventures
as a developer and an owner.

L.F. Swords has been a director of the Company since its inception.
From 1989 until March 1, 1994, Mr. Swords served as Secretary-Treasurer and
Chief Financial Officer of the Company and all of its subsidiaries. Mr. Swords
has been employed by NSA since 1971 in a variety of management positions.
Presently, Mr. Swords is a shareholder, and serves as Vice President, Chief
Financial Officer, Secretary-Treasurer, and a director of NSA.

George R. Poteet has served as a director of the Company since its
inception. Since 1971, Mr. Poteet has been employed by NSA and he presently is a
shareholder and serves as Vice President-Manufacturing and a director of NSA.
From 1989 until February 1994, Mr. Poteet served as the Vice
President-Manufacturing of the Company.

William W. Deupree, Jr., a director of the Company since October 1992,
retired as President of Morgan Keegan & Company, Inc. and its parent company,
Morgan Keegan, Inc., a New York Stock Exchange listed company, in 1996 after 10
years in such positions. Mr. Deupree joined Morgan Keegan & Company, Inc. in
1972. He is a past member of the Regional Firms Advisory Committee of the New
York Stock Exchange, as well as a past member of the Board of Directors for the
Securities Industry Association. Mr. Deupree is a director of Morgan Keegan &
Company, Inc. and Equity Inns, Inc. Mr. Deupree is a graduate of the University
of the South.

William L. Gurner has served as a director of the Company since
December 1996. Mr. Gurner founded Sector Capital Management, L.L.C. in January
1995. That entity offers an equity product to public and corporate pension
plans, Taft-Hartly plans and foundations. Prior to starting Sector Capital
Management, L.L.C., Mr. Gurner was the pension officer for Federal Express from
1987 through 1994.

Stan C. Turk was appointed Chief Financial Officer and
Secretary-Treasurer of the Company on July 1, 1996. Mr. Turk was elected
Assistant Treasurer of the Company in August 1989. Since August 1989, Mr. Turk
also has been employed as Assistant Treasurer of NSA. Prior to joining NSA in
1989, Mr. Turk served as the Chief Financial Officer of Barton Equipment Company
and Barton Truck Center in Memphis, Tennessee and spent approximately 9 years
employed as a certified public accountant.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the fiscal year ended April 30, 1997, the Board of Directors of
the Company held three (3) meetings. The Board of Directors has two standing
committees, the Audit Committee and the Compensation Committee. No director
attended less than 75% of the aggregate number of meetings of the Board of
Directors or Board Committees on which he served.

The Audit Committee is presently composed of L.F. Swords, William W.
Deupree, Jr. and William L. Gurner. The Audit Committee held one (1) meeting
during the fiscal year ended April 30, 1997. The Audit Committee reviews the
integrity of the Company's financial statements, the Company's internal
controls, the Company's internal audit function, the function and fees of the
independent public accountants and other matters relating to financial and
accounting functions. The Audit Committee also makes recommendations to the
Board of Directors concerning the engagement or discharge of the independent
public accountants.

The Compensation Committee is presently composed of L.F. Swords,
William W. Deupree, Jr., and William L. Gurner. The Compensation Committee held
one meeting during the fiscal year ended April 30, 1997. The Compensation
Committee reviews the compensation of executive officers and other key
executives and makes recommendations to the full Board of Directors regarding
such compensation.

The Board of Directors does not have a nominating committee.

- 5 -

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Report of the Compensation Committee

BOARD COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

July 15, 1997

Overview of compensation philosophy and programs

The Compensation Committee is responsible for developing and
communicating recommendations to the Board of Directors with respect to the
Corporation's executive compensation policies and reviews the compensation of
the executive officers of the Corporation. The Corporation's compensation
objectives are to support the Corporation's financial objectives and performance
goals, provide compensation that will attract and retain superior management,
and reward performance.

Rapid market and product diversification have caused the Corporation to
rely on hiring senior executives from outside the corporate organization, rather
than growing or training managers from within. In general, the executive salary
structure is based significantly on local economic considerations for each
market in which management level personnel are retained. The Corporation makes
it a practice to recruit the best possible talent available to fill given
positions. Although domestically the Corporation faces less competition for key
executives, internationally the cost of living considerations and competing
salaries weigh heavily in compensation decisions.

Executive compensation, including salaries and bonuses reported for the
last completed fiscal year, is negotiated on an individual basis, and generally
the executive compensation includes a base salary coupled with bonus
compensation. Bonus compensation takes into consideration not only revenues, but
also profitability. Further, executive performance is reviewed on an annual
basis with each executive.

Compensation of the Chief Executive Officer

The Chief Executive Officer recommended to the Board of Directors that
his compensation be set slightly below average, comparable CEO salary levels and
without any bonus or short-term or long-term incentive and performance programs.
The Chief Executive Officer was one of the founders of the Corporation and
directly owns approximately 8% of the outstanding shares of Common Stock of the
Corporation. Rather than receiving compensation through increased salary, the
Chief Executive Officer and the Board of Directors have determined that the
Chief Executive Officer will be suitably compensated primarily through the
intrinsic value of his stock ownership of the Corporation.

Respectfully submitted,

WILLIAM L. GURNER
WILLIAM W. DEUPREE
L.F. SWORDS

- 6 -

9
'
Summary Compensation Table

The following table sets forth the aggregate compensation paid by the
Company and its subsidiaries to the President of the Company and the two most
highly compensated executive officers of the Company or its subsidiaries, for
services rendered in all capacities during the fiscal years ended April 30,
1997, 1996 and 1995. No other executive officer of the Company received
compensation exceeding $100,000 for the fiscal year ended April 30, 1997.

SUMMARY COMPENSATION TABLE

Annual Compensation
--------------------------------------

Other Annual All Other
Name and Principal Position Year Salary($) Bonus($) Compensation($) Compensation
- --------------------------- ---- --------- -------- --------------- ------------

A. Jay Martin 1997 150,000 10,528 -0- -0-
President of the Company 1996 150,000 6,058 -0- -0-
1995 150,000 -0- -0- -0-

Charles R. Evans, Jr 1997 160,226 78,029 -0- 8,400(2)
Chief Operating Officer 1996 225,000 7,001 -0- -0-
of the Company 1995 135,000(1) 56,250 -0- -0-

John Greenham 1997 120,750 25,000 -0- 31,704(2)
Vice President - Europe 1996 139,844 26,128 -0- 49,757(2)
1995 90,268 20,000 -0- 69,663(2)

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

(1) During the first quarter of 1995, the Company paid Mr. Evans $22,500
pursuant to an oral employment agreement between the parties.
(2) Represents housing, school fees, expenses and/or car allowance.

- 7 -

Performance Graph

The following graph compares the percentage change in the Company's
cumulative total shareholder return with returns based on the Nasdaq Stock
Market (U.S. companies) Index and a peer group index, which is described in the
legend to the graph.

[GRAPHIC OMITTED]

Measurement Period NSA NASDAQ Market
(Fiscal Year Covered) International, Inc. Peer Group Index

3/29/93 100 100 100
1993 63 117.2 97.1
1994 34.3 231.9 108.1
1995 30.6 139.7 125.7
1996 26.9 152 179.2
4/30/97 12.5 186.9 189.6

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

The Peer Group includes Beauticontrol Cosmetics, Inc. and Herbalife
International Inc. The comparison assumes $100 was invested in the Company's
Common Stock on March 29, 1993 and in each of the foregoing indices and assumes
reinvestment of dividends.

Compensation of Directors

The outside directors of the Company currently receive $1,000 for each
Board of Directors meeting, $500 for each committee meeting, and $1,000 for each
shareholder's meeting attended by such director. The directors of the Company's
subsidiaries do not receive any additional compensation for serving in such
capacities.

Employment Agreements

The Company has an employment agreement with Mr. A. Jay Martin. The
employment agreement is renewable annually and provides for an annual salary of
$150,000. The Company also has an employment agreement with Mr. Charles Evans
which provides for annual compensation equal to $225,000.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

Mr. L.F. Swords serves as a member of the Compensation Committee of the
Company's Board of Directors. From 1989 until March 1, 1994, Mr. Swords served
as Secretary-Treasurer and Chief-Financial Officer of the Company and all of its
subsidiaries. Mr. Swords has not served as an officer of the Company since March
1, 1994.

Certain Relationships and Related Transactions

Sales of Juice Plus+(R) products to NSA totaled approximately
$9,300,000 or 26% of the Company's revenues for the fiscal year ended April 30,
1997.

- 8 -

At April 30, 1996, the Company owed approximately $8,823,000 to NSA for
product purchases, management and licensing fees, and cash advances for
equipment purchases and working capital. Such borrowings were payable upon
demand and were non-interest bearing. On July 9, 1996, NSA made an approximate
$7.9 million capital contribution to the Company by forgiving $7.9 million of
the outstanding indebtedness owed to NSA by the Company's European
direct-selling subsidiary organizations. At April 30, 1997, the Company owed
approximately $7,793,000 to NSA for cash advances for working capital, product
purchases, and management fees.

Prior to May 1, 1993, the Company purchased from NSA the majority of
the water filtration and related accessory products which it sold in Canada, the
United Kingdom, Ireland, Germany, Mexico, Switzerland, the Netherlands and
Belgium. The Company still purchases certain water filtration and related
accessory products from NSA. The cost of such purchases was approximately
$46,000 for the fiscal year ended April 30, 1997.

NSA provides certain management, consulting and advisory services to
the Company. In consideration for these services, the Company pays to NSA any
and all amounts collected by the Company from the Company's third party
distributors in exchange for data processing services offered to such
distributors by the Company. The amount paid by the Company to NSA was $500,873
for the fiscal year ended April 30, 1997.

In April 1991, the Company obtained a line of credit for $5,000,000
from National Bank of Commerce. Mr. William T. Williams, a former director of
the Company, was at the time the Executive Vice President and Senior Commercial
Loan Officer of the Commercial Banking Group of National Bank of Commerce. Any
amounts advanced to the Company by National Bank of Commerce pursuant to this
line of credit were to bear interest at the Bank's prime rate. As of April 30,
1997, no amounts were outstanding under the line of credit.

NSA has guaranteed the obligations of National Safety Associates of
America (U.K.) Limited ("NSA UK") under the lease agreements pursuant to which
NSA UK leases approximately 12,800 square feet in Maidenhead, Berkshire,
England.

Effective February 1, 1995, the Company sold substantially all of the
assets of NSA Polymers, Inc. ("NSA Polymers") to the management of NSA Polymers
for $5 million. In order to determine an appropriate purchase price, the Company
had an evaluation and fairness opinion prepared by an unrelated third party
which is in the business of rendering such opinions. The fairness opinion
provided that a purchase price of $5 million was fair to the Company and its
shareholders. The purchase price for the NSA Polymers assets consisted of a
$500,000 cash payment at the closing from the Buyer to NSA Polymers, delivery of
the buyer's promissory note in the principal amount of $500,000 which was due
and payable six months from the closing date, and delivery of the buyer's
promissory note in the principal amount of $4 million which is due and payable
over an eight year period. The $500,000 and $4 million notes are secured by the
fixed assets of the buyer. As additional consideration for the purchase of the
NSA Polymers' assets, the Company entered into a 5 year manufacturing contract
with the buyer which requires that certain minimum purchase levels be maintained
by the Company. The Company satisfied such minimum purchase levels in fiscal
1997.

There have not been, and it is the Company's current intention that
there will not be, loans or other financial transactions between the Company and
its officers, directors or significant employees. However, to the extent such
loans or financial transactions do occur in the future, they will be approved by
the Company's disinterested and independent directors and will be on terms no
less favorable to the Company than could be obtained from unaffiliated parties.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
LISTED INDIVIDUALS AS DIRECTORS OF THE COMPANY.

- 9 -

(PROPOSAL 2)

SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed, subject to ratification by the
shareholders at the Annual Meeting, the firm of Deloitte & Touche, L.L.P. as
independent public accountants to audit the consolidated accounts of the Company
and its subsidiaries for the fiscal year ending April 30, 1998. An affirmative
vote of the majority of the Common Shares voting at the Annual Meeting is
required to ratify the appointment of Deloitte & Touche, L.L.P. Representatives
of Deloitte & Touche, L.L.P. are expected to be present at the Annual Meeting
with the opportunity to make a statement and to respond to appropriate
questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
DELOITTE & TOUCHE, L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY FOR
THE FISCAL YEAR ENDING APRIL 30, 1998.

(PROPOSAL 3)

ADOPTION AND RATIFICATION OF 1997 INCENTIVE
AND NON-QUALIFIED STOCK OPTION PLAN

The Board of Directors has approved and submits to the Shareholders for
approval, adoption and ratification the 1997 Incentive and Non-Qualified Stock
Option Plan (the "Plan") to provide eligible directors, officers, key employees,
advisors and consultants with additional incentives through increased equity
participation in the Company. The aggregate amount of Common Stock, $.05 par
value, with respect to which grants may be made under the Plan may not exceed
500,000 shares (subject to adjustment as described below). The Plan is intended
to qualify for favorable treatment under Section 16 of the Exchange Act pursuant
to Rule 16b-3 promulgated thereunder.

The Plan provides for the grant of incentive stock options ("ISOs"), as
such term is defined in Section 422 of the Internal Revenue Code of 1986, as
amended from time to time (the "Code"), and non-qualified stock options
("NQSOs") (ISOs and NQSOs collectively referred to as "Options"). The Plan will
be administered by a committee (the "Committee") consisting of a minimum of two
(2) members of the Company's Board of Directors, such Committee to be appointed
by the Board of Directors. The Committee, subject to the terms and provisions of
the Plan, has the sole authority to grant Options under the Plan, to determine
the number of shares to be covered under the Options and to make any
determination which it deems necessary or desirable for the administration of
the Plan.

Only officers and other key employees of the Company are eligible to
receive ISOs under the Plan, although officers and other key employees of the
Company may receive NQSOs. Directors may receive ISOs only if they also are
employees of the Company. Non-employee directors, advisors and consultants may
receive only NQSOs. All awards of Options under the Plan will vest as determined
by the Committee, provided the Options will become exercisable in accordance
with their terms in the event of the "Death," "Disability" or "Retirement" of
the holder of the Option or upon a "Change of Control" or "Imminent Change of
Control" of the Company, such terms being defined in the Plan. No Option will
remain exercisable later then ten years after the date of the grant (or five
years from the date of grant in the case of ISOs granted to holders of more than
10% of the Company's Common Stock). In the event of the "Termination for Cause"
or voluntary termination of employment by an employee of the Company, any ISOs
granted to such employee will immediately become null and void on the date of
termination.

The exercise price for ISOs granted under the Plan may be no less than
the fair market value of the Common Stock on the date of grant (or 110% of the
fair market value of the Common Stock on the date of grant in the case of ISOs
granted to persons owning more than 10% of the Company's Common Stock). The
exercise price for NQSOs granted under the Plan will be fixed by the Committee
on the date of grant.

- 10 -

The number of shares of Common Stock that may be subject to grants of
Options pursuant to the Plan is subject to adjustment on account of stock
splits, stock dividends, merger, consolidation, recapitalizations,
reclassifications and other similar transactions.

There are no federal income tax consequences upon the grant of an
Option under the Plan. The Company will not be entitled to a federal income tax
deduction by reason of the exercise of an ISO. A sale of shares of Common Stock
acquired upon exercise of an ISO that does not occur within one year after the
exercise or within two years after the date of grant of the ISO generally will
result in recognition of long-term capital gain or loss in the amount of the
difference between the amount realized on the sale and the exercise price, and
the Company is not entitled to any tax deduction in connection therewith. If a
sale of shares of Common Stock acquired upon exercise of an ISO occurs within
one year from the date of exercise of the ISO or within two years from the date
of grant of the ISO (a "disqualifying disposition"), the optionee generally will
recognize ordinary income equal to the lesser of (i) the excess of the fair
market value of the shares on the date of exercise of the ISO over the exercise
price or (ii) the excess of the amount realized on the sale of the shares over
the exercise price. Any amount realized on a disqualifying disposition in excess
of the amount treated as ordinary income will be long-term or short-term capital
gain, depending upon the length of time the shares were held. The Company
generally will be entitled to a tax deduction on a disqualifying disposition
corresponding to the ordinary income recognized by the optionee. Upon exercise
of a NQSO, the optionee generally will recognize ordinary income equal to the
excess of the fair market value of the shares on the date of exercise over the
exercise price. The Company consequently will be entitled to a tax deduction
corresponding to the ordinary income recognized by the optionee.

The preceding summary of the Plan is qualified in its entirety by the
full text of the Plan that appears as Appendix A attached to this Proxy
Statement and incorporated herein by

The following table sets forth current awards of Options granted by the
Committee, subject to shareholder approval of the Plan. To avoid any undue
dilution to the holders of outstanding Common Stock, upon exercise of these
Options by the option holders, the Company will acquire from National Safety
Associates, Inc., an affiliated Tennessee corporation ("NSA"), such number of
shares of Common Stock, at the exercise price of the Options, as is necessary to
provide for the exercise of any and all of the following Options. These Options
currently are not exercisable.

Name and Position Underlying Shares
----------------- -----------------

Charles R. Evans, Jr. 25,000
Chief Operating Officer

John Greenham 25,000
Vice President - Europe

Executive Officers (as a group) 50,000

Other employees (as a group) 100,000

On October 17, 1997, the last reported sales price of the Company's
Common Stock on the Nasdaq Stock Market was $2.125 per share.

With regard to future awards of Options pursuant to the Plan, the
Company will provide for the issuance of shares upon exercise of those Options
either by acquiring shares of its Common Stock from NSA or by reserving for
issuance shares repurchased by the Company pursuant to its repurchase plan. On
March 19, 1997, the Company's Board of Directors authorized the repurchase of up
to $1 million of Common Stock, which at the time represented approximately
500,000 to 750,000 shares, from time to time on the open market or in privately
negotiated purchases.

- 11 -
14

The approval, adoption and ratification of the 1997 Incentive and
Non-Qualified Stock Option Plan requires the affirmative vote of a majority of
the Common Shares voting at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL, ADOPTION
AND RATIFICATION OF THE 1997 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
PROVIDING FOR THE ISSUANCE TO ELIGIBLE DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS
AND CONSULTANTS OF THE COMPANY AND ITS SUBSIDIARIES OF UP TO 500,000 SHARES OF
THE COMPANY'S COMMON STOCK, $.05 PAR VALUE.

EXPENSES OF SOLICITATION

The Company will pay the total expense of preparing, assembling,
printing, and mailing proxies and proxy solicitation materials. It may be that,
following the original solicitation, some further solicitation will be made by
telephone or other communications with some shareholders. All such further
solicitation will be made by officers and directors of the Company, who will not
receive additional compensation for such activities.

SHAREHOLDER PROPOSALS

Shareholders' proposals intended to be presented at the 1998 annual
meeting of shareholders must be received by the Company at its executive offices
on or before June 30, 1998 to be included in the proxy statement and form of
proxy relating to that meeting.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act")
requires the Company's officers and directors and persons who own more than 10%
of a registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Such officers, directors and shareholders are required by SEC
regulations to furnish the Company with copies of all such reports that they
file.

Based solely on a review of copies of reports furnished to the Company,
the Company believes that, during the fiscal year ended April 30, 1997, all
persons subject to the reporting requirements of Section 16(a) filed the
required reports on a timely basis except as follows:

On July 1, 1996, Mr. Stan C. Turk became an officer of the Company
subject to Section 16(a) of the Exchange Act. Although the Form 3 as required by
the Exchange Act was not timely filed, on January 20, 1997, a Form 5 was filed
correcting this inadvertent failure.

OTHER MATTERS

At the time of preparation of this Proxy Statement, the Board of
Directors of the Company has not been informed and is not aware of any matters
to be presented for action at the Annual Meeting other than the matters listed
in the notice of meeting included with this Proxy Statement. If any other
matters should come before the Annual Meeting, or any adjournment thereof, it is
intended that the persons named in the enclosed proxy will have discretionary
authority to vote on such matters according to their best judgment.

- 12 -

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO, WHICH IS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO
STAN C. TURK, CHIEF FINANCIAL OFFICER, NSA INTERNATIONAL, INC., 4260 EAST RAINES
ROAD, MEMPHIS, TENNESSEE 38118. Each such written request must set forth a good
faith representation that as of the record date, November 2, 1997, the person
making the request was a beneficial owner of Common Shares entitled to vote at
the Annual Meeting. Exhibits to the Form 10-K will also be supplied upon the
written request to the Chief Financial Officer and payment to the Company of its
cost of furnishing the requested exhibits. The copy of the Form 10-K furnished
without charge to the requesting shareholder will be accompanied by a list
briefly describing all of the exhibits and indicating the cost of furnishing the
exhibits.

BY THE ORDER OF THE BOARD OF DIRECTORS

-----------------------------------------
STAN C. TURK
Secretary

November 3, 1997

- 13 -

APPENDIX A

NSA INTERNATIONAL, INC.
1997 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN

1. PURPOSE OF PLAN AND EFFECTIVE DATE.

1.1 PURPOSE. The purpose of this 1997 Incentive and Non-Qualified Stock
Option Plan (hereinafter called the "Plan") is to further the success and
advance the interests of NSA International, Inc. (the "Company") and its
subsidiaries by making available Common Stock of the Company for purchase by
eligible directors, officers, advisors, consultants and key employees of the
Company and any subsidiaries and thus to provide an additional incentive to such
personnel to continue to serve the Company and any subsidiaries and to give them
a greater interest as stockholders in the success of the Company. It is intended
that this Plan be considered an "Employee Benefit Plan" within the meaning of
Regulation 405 of the Securities Act of 1933, as amended (the "1933 Act").

1.2 AWARDS. The Company intends this Plan to enable the Company to
issue, pursuant hereto, Incentive Stock Options as such term is defined in
Section 422 of the Internal Revenue Code of 1986, as amended from time to time
(the "Code"). The Company also intends this Plan to enable it to issue similar
options which will not, however, be qualified as Incentive Stock Options (also
known as "Non-Statutory" or "Non-Qualified" stock options).

1.3 EFFECTIVENESS. The Plan shall become effective on the date of
approval by the Board of Directors of the Company, which date is February 18,
1997; provided, however, that the Plan shall be subject to approval and
ratification by stockholders of the Company holding a majority of its voting
stock, voting in person or by proxy, at a meeting of stockholders to be held
within twelve months from February 18, 1997.

2. DEFINITIONS.

2.1 As used in this Plan, the following terms have the following
respective meanings:

"1933 Act" means the Securities Act of 1933, as amended from
time to time. References to any provision of the 1933 Act shall be
deemed to include successor provisions thereto and rules and
regulations thereunder.

"Board" means the Board of Directors of the Company.

"Change in Control" means any transaction pursuant to which
(i) the Company merges with another corporation and is not the
surviving entity, (ii) the majority of outstanding shares of Common
Stock are issued or acquired by persons or entities not affiliated with
the Company, who, acting as a group, have the voting power to change
the composition of the Board, or (iii) any other transaction of a
nature similar to the foregoing.

"Code" means the Internal Revenue Code of 1986, as amended.
References to any provisions of the Code shall be deemed to include
successor provisions.

"Committee" shall mean a group of at least two (2) directors
appointed by the Board to administer the Plan.

"Common Stock" means the common stock, $.05 par value of the
Company.

"Company" means NSA International, Inc.

"Disability" means the inability to substantially perform the
usual duties of the person's occupation by reason of a medically
determinable physical or mental impairment which can be expected to be
of long, continued and indefinite duration as determined by the
Committee.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange
Act shall be deemed to include successor provisions thereto and rules
and regulations thereunder.

"Fair Market Value" unless otherwise required by an applicable
provision of the Code, as of any date, means the last reported bid
price of the Common Stock on The Nasdaq Stock Market on the date the
Option is granted. If no such bid price is available, then the price
per share shall be determined by the Committee.

"Grant" means the action of the Committee at the time of grant
of an option.

"Imminent Change in Control" means any offer or announcement,
oral or written, by any person or persons acting as a group, to acquire
control of the Company. The decision of the Committee whether an
Imminent Change in Control has occurred shall be conclusive and
binding.

"Incentive Stock Option" means any Incentive Stock Option
granted pursuant to this Plan which is intended to be, and designated
and qualifying as, an "incentive stock option" within the meaning of
Section 422 of the Code.

"Modification" means any change in the terms of an Option
which would constitute a "modification" as defined in Section 424(h)(3)
of the Code, including, without limitation, such a modification to an
Option as effected by a change in the Plan and any other change in the
Plan which would increase the number of shares reserved for Options
under the Plan, materially change the administration of the Plan or
that would otherwise materially increase the benefits accruing to, or
available for, participants in the Plan; provided, however, that
registration of Option Stock under the 1933 Act, as amended, shall not
be deemed a Modification.

"Non-Statutory Stock Option" and "Non-Qualified Stock Option"
means any option granted under this Plan other than an Incentive Stock
Option.

"Option Agreement" means a written agreement setting forth the
terms of an Option.

"Option" or "Stock Option" means a right granted pursuant to
the Plan to purchase shares of Common Stock, and includes the terms
Incentive Stock Option and Non-Qualified Stock Option or Non-Qualified
Stock Option.

"Option Price" or "Exercise Price" means the price per share
at which Common Stock may be purchased upon the exercise of an Option.

"Option Stock" means Common Stock subject to an option granted
under this Plan.

"Participant" means any individual to whom an Option has been
granted by the Committee under the Plan.

"Subsidiary" or "Subsidiaries" means any corporation which is
a "subsidiary corporation" as defined in Section 424(f) of the Code,
and the regulations thereto.

"Retirement" means retirement from active employment under a
retirement plan of the Company, or pursuant to an employment agreement
with any of the aforementioned, or termination of employment at or
after age 55 under circumstances which the Committee, in its sole
discretion, deems equivalent to retirement.

"Termination for Cause" shall mean the termination of
employment of a Participant due to (i) any illegal or dishonest conduct
which adversely affects or may adversely affect the reputation, good
will, or

- 15 -

business position of the Company or any Subsidiary or which involves
Company or any Subsidiary's funds or assets; (ii) any intentional or
material damage to the property or business of the Company or any
Subsidiary; (iii) theft, embezzlement or misappropriation of the
Company's or any Subsidiary's property; or (iv) the willful failure of
the Participant to carry out his or her duties as an employee of the
Company or any subsidiary.

"Termination without Cause" shall mean the termination of
employment of a Participant due to any reason which does not constitute
a Termination for Cause.

"10% Stockholder" means a person who owns stock possessing
more than 10% of the total combined voting power of all classes of
stock of Company or of any parent or subsidiary of the Company after
giving effect to the attribution of stock ownership provisions of
Section 424(d) of the Code.

2.2 References in these definitions to provisions of the Code shall,
when appropriate to effectuate the purpose of this Plan, be deemed to be
references to such provisions of the Code and regulations promulgated thereunder
as the same may be from time to time amended or to successor provisions to such
provisions. Terms defined elsewhere in this Plan shall have the meanings set
forth in such respective definitions.

3. STOCK SUBJECT TO PLAN.

3.1 NUMBER OF SHARES. Subject to the provisions of PARAGRAPH 12 hereof,
there shall be reserved for issuance or transfer upon the exercise of the
Options to be granted from time to time under the Plan an aggregate of 500,000
shares of Common Stock.

3.2 EXCESS SHARES. Shares of stock which are attributable to Options
which expire or are otherwise terminated, cancelled, surrendered or forfeited,
during a calendar year, are available for issuance or use in connection with
future Options, during the calendar year in which they expire or otherwise
become available.

3.3 SOURCE OF STOCK. Shares of Common Stock to be issued under the Plan
may be authorized and unissued shares of Common Stock, treasury stock or a
combination thereof.

3.4 ADJUSTMENT. In the event of a merger, consolidation,
reorganization, recapitalization, stock split, stock dividend, other
extraordinary dividend or other change in corporate structure or capitalization
affecting the Common Stock, the Committee may make appropriate adjustment in the
number or kind of shares subject to Options granted under the Plan, and/or the
exercise price and other terms and conditions of Options or appropriate
adjustment in the maximum number of shares referred to in PARAGRAPH 3.1 of the
Plan, as provided in PARAGRAPH 12 hereof.

3.5 LIMITATION ON GRANTS. In no event shall the Committee grant Options
in any given plan year which, in the aggregate, result in Options being granted
for the purchase of Option Shares representing more than two percent (2%) of the
Company's then issued and outstanding shares of Common Stock at the issuance of
the Options.

4. ADMINISTRATION.

4.1 COMPOSITION OF COMMITTEE. The Plan shall be administered by a
Committee (the "Committee") of a minimum of two members of the Board, with such
Committee appointed by the Board, as constituted from time to time. Members of
the Committee shall serve until they resign or they are removed by the vote of a
majority of the Board.

4.2 AUTHORITY OF COMMITTEE. The Committee shall have the authority to
(a) establish such rules and regulations as it deems necessary for the proper
operation and administration of the Plan; (b) select the persons to receive
Options under the Plan; (c) determine the form of an Option and whether such
Option is to operate on a tandem basis and/or in conjunction with or apart from
other awards made by the Company, either within or outside of this Plan; (d)
determine the number of shares of Common Stock to be covered by each such Option
granted hereunder; (e)

- 16 -
19

determine the terms and conditions, not inconsistent with the terms of this
Plan, of any Option granted hereunder (including, but not limited to, any
restriction or limitation on transfer, any vesting schedule or acceleration
thereof, and any forfeiture provisions or waiver thereof), regarding any Option
and the shares of Common Stock relating thereto, based on such factors as the
Committee shall determine, in its sole and absolute discretion; and (f) make any
other determination or take any action that the Committee deems necessary or
desirable for the administration of the Plan.

4.3 DECISIONS OF COMMITTEE FINAL. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.

5. ELIGIBILITY.

Incentive Stock Options under this Plan may be granted only to officers
(who are employees) and to other key employees of (a) the Company or (b)
Subsidiaries of the Company. A director of the Company or any Subsidiaries may
receive an Incentive Stock Option under this Plan if such person is otherwise an
employee of the Company and/or any Subsidiaries. An employee, director or
officer of the Company (or any Subsidiaries), may receive a Non-Qualified Stock
Option. In addition, consultants, non-employee directors, and advisors who the
Committee determines are providing bona fide services to the Company or any
Subsidiaries, whether or not otherwise compensated, may receive a Non-Qualified
Stock Option so long as the Plan would continue to qualify as an Employee
Benefit Plan under the 1933 Act. In determining the persons to whom Options
shall be granted and the number of shares to be covered by each Option, the
Committee may take into account the nature of the services rendered by, and the
responsibilities borne by, such respective persons, their present and potential
contributions to the Company's success and such other factors as the Committee
in its discretion shall deem relevant. Subject to the provisions of PARAGRAPH 7
hereof, Options may be granted to persons who hold or have held options under
previous plans, and a person who has been granted an Option under the Plan may
be granted an additional Option or Options under the Plan or under any future
option plan if the Committee shall so determine.

6. AWARDS UNDER THE PLAN.

6.1 TERM OF PLAN. The Committee may grant Incentive Stock Options,
Non-Qualified Stock Options or both to purchase shares of Common Stock from the
Company to such officers and key employees, in such amounts and subject to such
terms and conditions, as the Committee shall determine in its sole discretion,
subject to the provisions of the Plan, provided, however, that in no event may
any Stock Option be granted hereunder after the expiration of 10 years after the
date of the Plan.

6.2 CODE COMPLIANCE. In the case of Incentive Stock Options, the terms
and conditions of such grants, including the exercise price of the purchase of
Common Stock, shall be subject to and comply with the requirements of Section
422 of the Code, as from time to time amended, and any implementing regulations.

6.3 EXERCISE PRICE. The exercise price at which shares of Common Stock
may be purchased pursuant to the grant of an Option shall be fixed by the
Committee at the time of grant; however, the price of an Incentive Stock Option
must be equal to or greater than the Fair Market Value of the shares of Common
Stock covered thereby. The exercise price of an Incentive Stock Option granted
to any Participant who owns shares of Common Stock possessing more than 10% of
the total combined voting power of all outstanding shares of Common Stock of the
Company must be at least equal to 110% of the fair market value of the shares of
Common Stock on the date of grant. Options granted under the Plan will not be
Incentive Stock Options to the extent that the Fair Market Value of the shares
of Common Stock with respect to which such Options first become exercisable in
any year exceeds $100,000.

6.4 VESTING. Awards of Options will vest and become non-forfeitable as
determined by the Committee. Subject to the provisions of Section 422 of the
Code and Rule 16b-3, Options shall become exercisable in accordance with their
terms in the event of Death, Disability or Retirement of a Participant or upon a
Change in Control.

- 17 -
20

7. CERTAIN LIMITATIONS ON GRANTING AND EXERCISE OF OPTIONS.

Any other provisions of this Plan to the contrary notwithstanding, the
granting and exercise of Options hereunder shall be subject to the following
limitations (which shall be in addition to the limitations, provisions and
conditions contained elsewhere in this Plan):

(a) The aggregate Fair Market Value (determined at the time
the option is granted) of the Option Stock for which Incentive Stock
Options are exercisable for the first time by any employee during any
calendar year (under all such Plans of the Company and its
subsidiaries) shall not exceed $100,000. Any options granted in excess
of this $100,000 threshold shall be specifically designated
Non-Qualified Options.

(b) Options may be granted as soon as practicable after the
date of the adoption of the Plan by the Board and instruments
evidencing such grant(s) may similarly be so issued, but in each case,
such Options and such instruments shall be subject to the approval and
ratification of the Plan by the stockholders of the Company as provided
in PARAGRAPH 1, and notwithstanding anything in the Plan that may be
deemed to be to the contrary, no Option may be exercised unless and
until such approval and ratification is obtained. In the event such
approval and ratification shall not be obtained, the Plan and all
Options that may have been granted pursuant thereto shall be null and
void.

8. DURATION OF OPTIONS.

The term of Options granted under the Plan shall be as fixed by the
Committee at the time of grant; provided, however, that the term of an Option
shall not exceed 10 years from the date of grant. In the case of 10%
Stockholders, the term of an Incentive Stock Option shall not exceed five (5)
years from the date of grant. The terms of options may, however, be
foreshortened as provided in PARAGRAPH 11 hereof. No Option may be exercised
after expiration of such Option's term.

9. EXERCISE OF OPTIONS.

An Option granted under the Plan shall be exercisable at such time or
times, whether or not in installments, as the Committee shall prescribe at the
time the Option is granted. An Option which has become exercisable may be
exercised in accordance with its terms as to any or all full shares purchasable
under the provisions of the Option, but not at any time as to less than 100
shares unless the remaining shares which have become so purchasable are less
than 100 shares. The purchase price of the shares shall be paid in full, as
provided in PARAGRAPH 13 hereof, upon the exercise of the Option, and the
Company shall not be required to deliver certificates for such shares until such
payment has been made. Except as provided in PARAGRAPH 11, an Incentive Stock
Option may not be exercised at any time unless the holder thereof is then an
employee of the Company or any Subsidiary and shall have been continuously
employed by the Company or any Subsidiary since the date of grant.

10. NONTRANSFERABILITY OF OPTIONS.

Options shall not be assignable or transferable by a Participant except
by will or the laws of descent and distribution and during the Participant's
lifetime, such Options and rights shall be exercisable only by such Participant
or such Participant's duly appointed guardian or legal representative.

11. TERMINATION OF EMPLOYMENT.

11.1 TERMINATION FOR CAUSE OR TERMINATION BY EMPLOYEE. In the event of
Termination for Cause or the termination of employment by employee of a person
to whom an Incentive Stock Option has been granted under the Plan, such
Incentive Stock Options held by him under the Plan, to the extent vested and not
theretofore exercised, shall on the close of business on the date of termination
of his or her employment be null and void. Incentive Stock

- 18 -
21

Options granted under the Plan shall not be affected by any change of employment
so long as the holder continues in the employ of the Company or any
Subsidiaries. Nothing in the Plan or in any Option granted pursuant to the Plan
shall confer on any individual any right to continue in the employ of the
Company or any Subsidiaries or interfere in any way with the right of the
Company or any Subsidiaries to terminate his or her employment or occupancy of
any corporate office at any time.

11.2 DEATH OF PARTICIPANT. In the event of the death of a Participant,
any Incentive Stock Options granted to such Participant may be exercised by the
person or persons to whom the Participant's rights under any such Incentive
Stock Options pass by will or by the laws of descent and distribution (including
the Participant's estate during the period of administration) at any time prior
to the earlier of (i) the respective expiration dates of any such Incentive
Stock Options or (ii) the date which is one (1) year after the date of death of
such Participant but only if, and to the extent that, the Participant was
entitled to exercise any such Incentive Stock Options at the date of death.

11.3 DISABILITY OF PARTICIPANT. In the event that any Participant's
employment with the Company shall terminate as a result of the Disability of
such Participant, such Participant may exercise any Inventive Stock Options
granted to him pursuant to the Plan at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the date
which is one (1) year after the date of such termination of employment, but only
if, and to the extent that, the Participant was entitled to exercise any such
Incentive Stock Options at the date of such termination of employment.

11.4 TERMINATION WITHOUT CAUSE. In the event of termination without
cause of a person to whom an Incentive Stock Option has been granted under the
Plan, any Incentive Stock Options held by him under the Plan, to the extent
vested and not theretofore exercised, shall be exercisable for a period of three
(3) months following the date of termination.

11.5 NON-QUALIFIED OPTIONS. The terms and conditions of Non-Qualified
Stock Options relating to the effect of the termination of a Participant's
employment, or association with the Company, Disability of a Participant or his
death shall be such terms and conditions as the Committee shall, in its sole and
absolute discretion, determine at the time of termination, unless specifically
provided for by the terms of the Option Agreement at the time of grant of the
Option.

12. RECAPITALIZATION, MERGER, CONSOLIDATION, CHANGE IN CONTROL AND SIMILAR
TRANSACTIONS.

12.1 ADJUSTMENT. Subject to any required action by the stockholders and
Board of the Company, within the sole and absolute discretion of the Committee,
the aggregate number of shares of Common Stock for which Options may be granted
hereunder, the number of shares of Common Stock covered by each outstanding
Option and the exercise price per share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding shares of Common Stock resulting from a subdivision or
consolidation of shares (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares, or
otherwise) or the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of such shares of Common Stock
affected without the receipt of consideration by the Company (other than shares
held by dissenting stockholders).

12.2 CHANGE IN CONTROL. All outstanding Options shall automatically
vest and become immediately exercisable in the event of a Change in Control or
Imminent Change in Control of the Company. In the event of a Change in Control
or Imminent Change of Control, the Participant shall, at the discretion of the
Committee, be entitled to receive cash in amount equal to the fair market value
of the Common Stock subject to any Incentive or Non-Qualified Stock Option over
the Option Price of such shares, in exchange for the surrender of such Options
by the Participant on that date in the event of Change in Control or Imminent
Change in Control of the Company.

- 19 -

12.3 EXTRAORDINARY CORPORATE ACTION. Subject to any required action by
the stockholders of the Company, in the event of any Change in Control,
recapitalization, merger, consolidation, exchange of shares, spin-off,
reorganization, tender offer, liquidation or other extraordinary corporate
action or event, the Committee, in its sole and absolute discretion, shall have
the power, prior or subsequent to such action to:

(i) appropriately adjust the number of shares of Common Stock
subject to each Option, the exercise price of per share of Common Stock
and the consideration to be given or received by the Company upon the
exercise of any outstanding Options;

(ii) cancel any or all previously granted Options, provided
that appropriate consideration (as described in PARAGRAPH 12.2) is paid
to the Participants in connection therewith; and/or

(iii) make such other adjustments in connection with the Plan
as the Committee in its sole and absolute discretion, deems necessary,
desirable, appropriate or advisable; PROVIDED, however, that no action
shall be taken by the Committee which would cause Incentive Stock
Options granted pursuant to this plan and to fail to meet the
requirements of Section 422 of the Code.

Except as expressly provided in PARAGRAPHS 12.1, 12.2 and 12.3 hereof, no
Participant shall have any rights by reason of the occurrence of any of the
events described in this PARAGRAPH 12.

12.4 ACCELERATED VESTING. The Committee shall at all times have the
power to accelerate the exercise date of Options previously granted under the
Plan.

13. PAYMENT OF PURCHASE PRICE, FEDERAL INCOME TAX OR OTHER WITHHOLDING AMOUNT.

The shares to be purchased upon exercise of any Option shall be paid
for in full, in cash, at the time of such exercise. In respect to Non-Qualified
Stock Options or any Incentive Stock Options which fail to qualify as such for
any reason, any required federal income tax or other withholding amount shall be
paid (in full) by the Participant to the Company in cash or by certified check
at the time of such exercise. The Company shall not be required to deliver
certificates for such shares until all such payments have been made, and until
the Company has had an opportunity (at its sole option) to obtain verification
from the Participant that all federal income tax or other withholding amounts
have been properly calculated and paid if required by the Code.

14. TERMINATION AND AMENDMENT.

14.1 TERMINATION DATE. Unless the Plan shall theretofore have been
terminated as hereinafter provided, it shall terminate on, and no Options shall
be granted hereunder after November 30, 2007. The Plan may be terminated earlier
by the stockholders of the Company or by the Board.

14.2 AMENDMENT. Modifications or other amendments to the Plan may be
made by the stockholders of the Company. The Plan may also be amended by the
Board; provided, however, that no amendment which shall constitute a
Modification shall be effective unless approved by the stockholders of the
Company within 12 months before or after the adoption of the Modification.

14.3 PARTICIPANT CONSENT. No termination, Modification, or amendment of
the Plan, may, without the consent of the Participant to whom any Option shall
theretofore have been granted, adversely affect the rights of such Participant
under such Option; nor shall any such Modification or amendment be deemed to
effect a Modification, extension or renewal of any such Option previously
granted except pursuant to an express written agreement to such effect, executed
by the Company and the Participant.

- 20 -

15. TIME OF GRANTING OPTIONS.

Nothing contained in the Plan shall constitute the granting of any
Option hereunder. The granting of an Option pursuant to the Plan shall take
place only upon approval by the Committee of a resolution granting an Option
under this Plan. Notice of the determination shall be given to each person to
whom an Option is so granted within a reasonable time after the date of such
grant. After the granting of an Option under this Plan, a written Option
Agreement shall be duly executed by or on behalf of the Company.

16. FORM AND TERMS OF OPTION AGREEMENT.

Option Agreements evidencing Options granted pursuant to the Plan shall
be in such form and shall contain such terms not inconsistent with the Plan as
the Committee may approve. Option agreements may contain such restrictions upon
the exercise of Options and upon the transfer of Common Stock acquired upon
exercise of Options (and such provisions for the enforcement of compliance with
the Securities Act of 1933, as amended, and/or with state "Blue Sky" laws).

17. PARTIAL INVALIDITY.

The invalidity or unenforceability of any particular provision of this
Plan shall not effect the other provisions of this Plan nor affect the validity
or enforceability of the other provisions of Options granted under this Plan,
and this Plan and the Options granted hereunder shall be construed in all
respects as if such invalid or unenforceable provision were omitted.

18. SPECIAL PROVISIONS WITH RESPECT TO INCENTIVE STOCK OPTIONS UNDER THIS PLAN
AND NON-QUALIFIED STOCK OPTIONS.

Paragraph 5 describes the persons eligible to receive Options granted
under this Plan. The Committee in granting any Option shall indicate whether it
intends the Option to be an Incentive Stock Option under this Plan or a
Non-Qualified Stock Option and shall cause the Option Agreement with respect
thereto to indicate such intention. Should a person hold both one or more
Incentive Stock Options under this Plan and one or more Non-Qualified Stock
Options, all of such Options shall be exercisable in accordance with their
respective terms and limitations, and nothing in this Plan shall be construed as
causing the exercise of any such Option to preclude the exercise of any such
other Option in accordance with its terms.

19. NO OWNERSHIP OR SUBSCRIPTION RIGHTS.

Shares of Common Stock of the Company which are subject to an Option
but which have not yet been purchased or paid for shall have no subscription
rights and no Option holder shall be deemed to be a stockholder of the
Corporation for any purpose.

20. UNFUNDED PLAN.

The Plan is intended to constitute an "unfunded" plan. Unless otherwise
determined by the Board, the Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds.

21. RULE 16B-3 COMPLIANCE.

It is the intent of the Company that this Plan comply in all respects
with applicable provisions of Rule 16b-3 and Rule 16a-1(c)(3) under the Exchange
Act in connection with any grant of Options to or other transactions by a
Participant who is subject to Section 16 of the Exchange Act (except for
transactions exempted under alternative Exchange Act Rules or acknowledged in
writing to be non-exempt by such Participant). Accordingly, if any provision

- 21 -

of this Plan or any Option Agreement does not comply with the requirements of
Rule 16b-3 or Rule 16a-1(c)(3) as then applicable to any such transaction, such
provision will be construed or deemed amended to the extent necessary to conform
to the applicable requirements of Rule 16b-3 or Rule 16a-1(c)(3) so that such
Participant shall avoid liability under Section 16(b).

22. GOVERNING LAW.

The validity, construction, and effect of the Plan, any rules and
regulations relating to the Plan and any Option Agreement shall be determined in
accordance with the laws of the State of Tennessee and applicable federal law.

Plan Adopted by the Board of Directors on February 18, 1997 to be ratified by
the stockholders no later than December 31, 1997.

- 22 -

25
Appendix B

NSA INTERNATIONAL, INC.

4260 EAST RAINS ROAD, MEMPHIS, TENNESSEE 38118

-----------

PROXY

-----------

The undersigned appoints Stan C. Turk and Charles R. Evans, Jr., and
any one or both of them with full power of substitution, as Proxy or Proxies, to
represent and vote all shares of stock standing in my name on the books of NSA
International, Inc. at the close of business on November 2, 1997, which I would
be entitled to vote if personally present at the Annual Meeting of Shareholders
of NSA International, Inc. to be held at The Hilton-Memphis East, 5069 Sanderlin
Avenue, Memphis, Tennessee 38117, on December 2, 1997, at 10:00 a.m. Memphis,
Tennessee time, or any adjournments thereof, upon the matters more fully
described in the Notice of Annual Meeting of Shareholders and Proxy Statement
(receipt of which is hereby acknowledged). The Proxies are further authorized to
vote in their discretion as to any other matters which may come before the
meeting. The Board of Directors, at the time of preparation of the Proxy
Statement, knows of no business to come before the meeting other than that
referred to in the Proxy Statement.

1. Election of four directors to serve as described in the accompanying
Proxy Statement or until their successors have been elected and qualified.

FOR all nominees listed WITHHOLD AUTHORITY*
below (except as marked to the to vote for all nominees
to the contrary below). listed below.

[ ] [ ]

William W. Deupree, Jr.; William L. Gurner; George R. Poteet; L.F. Swords

(*INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)

--------------------------------------------------------------------------
2. Proposal to ratify the selection of Deloitte & Touche as the independent
accountants and auditors of NSA International, Inc.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. Proposal to approve, adopt and ratify the NSA International, Inc. 1997
Incentive and Non-Qualified Stock Option Plan providing for the issuance to
eligible directors, officers, employees, advisors and consultants of NSA
International, Inc. and its subsidiaries of up to 500,000 shares of the Common
Stock, $.05 par value, of NSA International, Inc.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN AND WHEN NO INSTRUCTIONS ARE GIVEN WILL BE VOTED "FOR" THE
PROPOSALS DESCRIBED IN THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT AND THIS PROXY.

Please sign exactly as your printed name appears below. 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.

DATED:_________, 1997 Signature:
-----------------------------

Number of Shares:
------------ ---------------------------------------
Signature (if held jointly)

- ------------------------------
Print Name

- ------------------------------
Address

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

===============================================================================
Please return in the enclosed stamped envelope.

I will will not attend the meeting

[ ] [ ]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
===============================================================================