SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

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|_| 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 ss.240.14a-11(c) or ss.240.14a-12

BOSS HOLDINGS, INC.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)

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

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|X| No Fee Required

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

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BOSS HOLDINGS, INC.
221 West First Street, Kewanee, IL 61443

May 4, 2000

Dear Shareholders:

On behalf of the Board of Directors and management of Boss Holdings, Inc.
("Boss"), it is my pleasure to invite you to attend the Company's Annual Meeting
of Stockholders ("Annual Meeting") for 2000. This year our Annual Meeting will
again take place at the Board Room of Union Planters Bank N.A., 8182 Maryland
Avenue, First Floor, St. Louis, Missouri on May 23, 2000 at 10:00 a.m. central
daylight time. The attached notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the Annual Meeting. Please take
advantage of this opportunity to have a voice in the business activities at Boss
by voting on these matters.

Each shareholder is important to Boss and your shares should be
represented at the Annual Meeting. Regardless of whether you plan to attend,
please mark, sign, date and promptly return the enclosed proxy in the envelope
provided.

Our operating results in 1999 were not satisfactory. Several factors
influenced the unfavorable performance. As 1999 began, Boss experienced
unprecedented pricing and competitive pressures in our gloves, boots and
rainwear business which represents about 85% of our revenues. While our purchase
cost has declined on imported goods because of excess foreign manufacturing
capacity, selling prices have also dropped sharply - as much as 25% to 30% on a
number of items over the past two years. Lower selling prices have caused
reduced revenue and margin dollars in comparison to prior years.

In addition to lower sales and gross margin, the Company encountered
significant unplanned expenses related to installation of our new enterprise
information systems and related Year 2000 expenses. Certain other operating
expenses, notably sales and marketing expenses, also increased during the year.
We have taken aggressive steps to attack operating expenses in all areas of the
business and fully expect to reduce such costs from 1999 levels.

On a favorable, and I think very important note, our top line performance
for the fourth quarter exceeded the fourth quarter of 1998. In fact, this was
our strongest quarterly sales performance in the last two years. This favorable
trend has continued through the first quarter of 2000 and points to the
improvements we have made in our sales team.

Though our 1999 operating results were unfavorable, the Company ended the
year in an improved financial position with substantially reduced long-term debt
and cash on hand of almost $4 million. Your management team resolved a number of
potentially difficult and costly litigation matters outstanding from prior
years. Of particular importance, the Company entered into settlement agreements
in both the Hugo Boss and Alabaster suits during the second half of 1999. These
settlements resulted in cash proceeds to the Company of over $3 million.
Further, by settling these matters the Company ended the time requirements and
distractions to management caused by such litigation.

In addition to resolving virtually all the major recent litigation in
which the Company has been involved, your management team initiated plans during
the year which I am very confident will position Boss for improved future
operating performance. These initiatives include the following:

o Domestic manufacturing elimination

o Sales force reorganization

o Management restructuring

o Information systems overhaul

Domestic Manufacturing Elimination - Demand for domestically manufactured
products in the markets we serve has continued to decline. In 2000, we plan to
eliminate virtually all domestic production. This change should favorably impact
future operations by eliminating losses from manufacturing operations which have
totaled $1 million over the past two years and by improving margins on imported
replacement products. In addition, the Company may have the opportunity to
compete more effectively in certain product categories and pursue new markets.

Sales Force Reorganization - During the course of 1999, management
overhauled virtually our entire sales organization strengthening our sales team
with industry experienced managers. In addition, this team has been streamlined
by eliminating certain unnecessary sales managerial positions. We expect to
improve sales results with this aggressive new team while reducing selling
expenses. Due in part to these changes, fourth quarter 1999 sales were up from
the previous year and this trend has continued through the first quarter of
2000.

Management Restructuring - In an effort to reduce administrative expenses
and focus on the Company's core business, executive responsibilities were
streamlined during 1999. Two senior executives left the Company due to
retirement or resignation and the Company began utilizing the services of
Richard Bern, a previous President of Boss Manufacturing Company, on a
consulting basis. This change has brought renewed sales emphasis by adding a
seasoned industry executive with substantial sales and importing experience. In
addition, we realigned our management with more experienced personnel at Boss
Manufacturing, Boss Canada, Warren Pet and Boss Balloon to improve our focus on
strategic purchasing initiatives, sales performance and growth for the future.

Information Systems Overhaul - Our Year 2000 compliant enterprise system
is now installed and operational. This implementation was a major effort,
touching each functional area of the business. While the cost has been
significant, the Company should be well positioned for future growth utilizing
this new platform. This new system should greatly enhance our analytical
capabilities and can help us better understand our customers' needs and buying
habits.

During 1999, we significantly reduced inventory levels to reduce the
working capital invested in the business by over $4 million. We were also
successful in getting Boss Holdings, Inc. stock listed on the Over the Counter
Bulletin Board to improve your ability as shareholders to readily trade and
follow the Company's stock.

With the changes we have made in 1999, I feel very strongly that we have
the right people on board to grow our Company and increase the value of your
investment in Boss.

Sincerely,

/s/ G. Louis Graziadio, III
---------------------------------------
G. Louis Graziadio, III
Chairman of the Board of Directors and
Chief Executive Officer

BOSS HOLDINGS, INC.
221 W. First Street, Kewanee, Illinois 61443

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 23, 2000

To the Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Boss
Holdings, Inc., a Delaware corporation (formerly known as Vista 2000, Inc.) (the
"Company") will be held at the Board Room of Union Planters Bank N.A., 8182
Maryland Ave., First Floor, St. Louis, Missouri, 63105 on May 23, 2000, at 10:00
A.M. Central Daylight Time for the following purposes:

1. To elect six directors of the Company, each to serve until the next
Annual Meeting of Stockholders and until his successor has been elected
and qualified or until his earlier resignation or removal.

2. To approve an amendment to the Company's Certificate of Incorporation
to reduce the number of authorized shares of common stock of the Company
from 50,000,000 to 10,000,000.

3. To approve an amendment to the Company's 1998 Incentive Stock Option
Plan to increase the number of shares reserved for issuance under the plan
from 210,000 to 285,000.

4. To approve an amendment to the Company's 1998 Incentive Stock Option
Plan to provide for accelerated vesting of options issued under the plan
upon the occurrence of certain corporate transactions.

5. To approve an amendment to the Company's 1998 Non-Employee Director
Stock Option Plan to increase the number of shares reserved for issuance
under the plan from 90,000 to 140,000.

6. To ratify the appointment of Grant Thornton LLP as the Company's
independent auditors for the fiscal year ending December 30, 2000.

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

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only stockholders of record at the close of
business on April 24, 2000, are entitled to notice of and to vote at the Annual
Meeting. A list of shareholders entitled to vote at the Annual Meeting shall be
open to the examination of any shareholder, his agent or attorney for any
purpose germane to the Annual Meeting upon written notice, and the list shall be
available for inspection at the Annual Meeting by any shareholder that is
present.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ James F. Sanders
---------------------------------------
James F. Sanders,
Dated: May 4, 2000 Corporate Secretary

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. REGARDLESS
OF WHETHER YOU PLAN TO ATTEND, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN
THE ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE PROVIDED SO THAT YOUR SHARES MAY
BE REPRESENTED AT THE MEETING. IF YOU SEND IN YOUR PROXY CARD AND DECIDE TO
ATTEND THE MEETING TO VOTE YOUR SHARES IN PERSON, YOU STILL MAY DO SO.

BOSS HOLDINGS, INC.
221 West First Street, Kewanee, IL 61443

PROXY STATEMENT

GENERAL

This Proxy Statement is furnished to stockholders of Boss Holdings, Inc.,
a Delaware corporation (formerly known as Vista 2000, Inc.) ("Company"), in
connection with the solicitation by the Board of Directors of the Company
("Board of Directors" or "Board") of proxies for use at the Annual Meeting of
Stockholders (the "Meeting") scheduled to be held on Tuesday, May 23, 2000, at
10:00 A.M. local time at the Board Room of Union Planters Bank, N.A., 8182
Maryland Ave., First Floor, St. Louis, MO 63105, and at any and all adjournments
or postponements thereof. This Proxy Statement and the accompanying form of
proxy first are being mailed to stockholders on or about May 4, 2000.

The proxy, when properly executed and received by the Secretary of the
Company prior to the Meeting, will be voted as therein specified unless revoked
by filing with the Secretary prior to the Meeting a written revocation or a duly
executed proxy bearing a later date. Unless authority to vote for one or more of
the director nominees is specifically withheld according to the instructions, a
signed proxy will be voted FOR the election of the six director nominees named
herein and, unless otherwise indicated, FOR each other proposal described in
this proxy statement and in the accompanying notice of meeting.

Voting Rights and Votes Required

The close of business on April 24, 2000, has been fixed as the record date
for the determination of stockholders entitled to receive notice of and to vote
at the Meeting. As of April 24, 2000, the Company had outstanding and entitled
to vote approximately 1,934,904 shares of Common Stock, $0.25 par value per
share ("Common Stock").

A majority of the outstanding shares of Common Stock must be represented
in person or by proxy at the Meeting in order to constitute a quorum for the
transaction of business. The record holder of each share of Common Stock
entitled to vote at the Meeting will have one vote for each share so held. There
is no cumulative voting with respect to any matter submitted for vote of the
stockholders. Abstentions will be treated as Common Stock present and entitled
to vote for purposes of determining the presence of a quorum. If a broker
indicates on a proxy that it does not have the discretionary authority as to
certain Common Stock (a "broker nonvote"), those shares will not be considered
present and entitled to vote with respect to that matter.

The affirmative vote of the holders of a majority of the shares of Common
Stock represented at the Meeting in person or by proxy and entitled to vote at
the Meeting will be required to approve the election of six directors of the
Company, the proposal for an amendment to the Company's Certificate of
Incorporation to reduce the number of authorized shares of common stock of the
Company from 50,000,000 to 10,000,000, the proposal for an amendment to the
Company's 1998 Incentive Stock Option Plan to increase the number of shares
reserved for issuance under the plan from 210,000 to 285,000, the proposal for
an amendment to the Company's 1998 Incentive Stock Option Plan to provide for
accelerated vesting of options issued under the plan upon the occurrence of
certain corporate transactions, the proposal for an amendment to the Company's
1998 Non-Employee Director Stock Option Plan to increase the number of shares
reserved for issuance under the plan from 90,000 to 140,000, and the appointment
of Grant Thornton LLP as the Company's independent auditors for the fiscal year
ending December 30, 2000. In determining whether a proposal has received the
requisite number of affirmative votes, broker nonvotes will be disregarded and
have no effect on the outcome of the vote. Abstentions will be included in the
vote totals and, as such, will have the same effect as a negative vote.

Voting of Proxies

Shares represented by properly executed proxies will be voted at the
Meeting in accordance with the instructions specified thereon. If no
instructions are specified, the shares represented by any properly executed
proxy

will be voted FOR the election of the directors of the Company, and FOR each of
the other five proposals described in this proxy statement and in the
accompanying notice of meeting.

The Board of Directors is not aware of any matter that will come before
the Meeting other than as described above. However, if any such other matter is
duly presented, in the absence of instructions to the contrary, such proxies
will be voted in accordance with the judgment of the proxy holders with respect
to such matter properly coming before the Meeting.

Revocation of Proxies

Any proxy given pursuant to this solicitation may be revoked by a
stockholder at any time before it is exercised. Any proxy may be revoked in
writing, or by a valid proxy bearing a later date, delivered to the Secretary of
the Company or by attending the Meeting and voting in person.

Solicitation of Proxies

The expenses of this solicitation will be paid by the Company. To the
extent necessary to ensure sufficient representation at the Meeting, proxies may
be solicited by any appropriate means by officers, directors and regular
employees of the Company, who will receive no additional compensation therefor.
The Company anticipates utilizing the services of Corporate Investor
Communications, Inc. (CIC) to communicate with and distribute materials to
banks, brokers and other institutional holders. CIC also may contact
shareholders to assist in obtaining a high level of shareholder participation
via proxy. CIC will be paid approximately $4,000 for such solicitation services
in accordance with their normal rate schedule, plus costs of printing and
mailing. The Company will pay persons holding stock in their names or in the
names of their nominees, but not owning such stock beneficially (such as
brokerage houses, banks and other fiduciaries), for the expense of forwarding
soliciting material to their principals.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

A Board of Directors consisting of six directors is to be elected by the
stockholders at the Meeting, each to hold office until the next Annual Meeting
of Stockholders or until a successor is duly elected and qualified.

The Board of Directors recommends the election of the six nominees named
below, all of whom (other than J. Bruce Lancaster) currently are directors of
the Company. Unless authority to vote for one or more of the nominees is
specifically withheld according to the instructions, proxies in the enclosed
form will be voted FOR the election of each of the six nominees named below. The
Board of Directors does not contemplate that any of the nominees will not be
able to serve as a director, but if that contingency should occur prior to the
voting of the proxies, the persons named in the enclosed proxy reserve the right
to vote for such substitute nominee or nominees as they, in their discretion,
shall determine.

G. Louis Graziadio, III Age 50 - Chief Executive Officer and Chairman of the
Board of the Company since June 1996. He is also the Chairman and CEO of Ginarra
Holdings, Inc., a holding company with investments through various corporations,
and a director of Imperial Bancorp.

Perry A. Lerner Age 57 - Director since June 1996. Mr. Lerner is a Managing
Director of Crown Capital Group, Inc., a New York-based investment company. A
graduate of Harvard Law School and Claremont McKenna College, Mr. Lerner was a
partner of the law firm O'Melveny & Myers from 1984-1996 and is a member of the
State Bar of New York, State Bar of California and American Bar Association. Mr.
Lerner also serves on the Board of Directors of Imperial Credit Industries, Inc.
and Gemstar International Group Ltd.

Lee E. Mikles Age 44 - Director since June 1996. Mr. Mikles is Chairman of
Mikles/Miller Management, LLC, and Mikles/Miller Securities, LLC. Prior to the
formation of that company, he headed Mikles/Miller Group, an affiliate of
Shearson Lehman Brothers after serving as First Vice President of the Corporate

Finance Department at Bateman Eichler, Hill Richards Inc. and as First Vice
President with Drexel Burnham Lambert, Inc. from 1981 through 1989. Mr. Mikles
also serves on the Board of Directors of Nel Net Corporation, Centerspan
Corporation, Coastcast Corporation and Official Payments Corporation.

Paul A. Novelly Age 56 - Director since June 1996. Mr. Novelly controls Apex Oil
Company, Inc. in St. Louis, MO with a refinery in Long Beach, CA; World Point
Terminals Inc., a publicly-held Canadian company, which owns and operates
petroleum storage facilities in the United States, the Netherlands and the
Bahamas; and AIC, Limited, which, headquartered in Bermuda, trades petroleum
products internationally through its office in Monaco. He also serves on the
Board of Directors of Apex Oil Company, Inc., World Point Terminals Inc.,
Intrawest Corporation, Imperial Bancorp, Imperial Bank and Coastcast
Corporation.

Richard D. Squires Age 42 - Director since June 1996. Mr. Squires serves as
President of RS Holdings, Inc., a Dallas, Texas based real estate and high-yield
investment company, and as President of R3 Realty Corporation, formerly Pace
Membership Warehouse, Inc., a former subsidiary of K-Mart Corporation. Mr.
Squires previously has served as Chief Financial Officer of Ft. Worth Holdings,
Inc. and Vice President of Finance at American Hotels Corporation and Second
Vice President of Finance at Punta Gorda Isles, Inc. Mr. Squires has a B.S. in
Accounting from Pennsylvania State University, and a Masters of Business
Administration from Harvard University.

J. Bruce Lancaster Age 44 - Chief Financial Officer of the Company since April,
1998 and Executive Vice President since August, 1999. From 1995 through 1998,
Mr. Lancaster was Vice President Finance and Administration for Acme Boot
Company, Inc. Previously, from 1989 to 1995, he served in various positions,
including Vice President Finance and CFO, with Kinark Corporation, a public
corporation traded on the American Stock Exchange. Mr. Lancaster has a Masters
in Business Administration from Texas A&M University and is a certified public
accountant.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Directors. Information with respect to five current Directors of the Company is
set forth above. The term of office of the other current director, Shyam H.
Gidumal, will expire upon election of the above nominees. Mr. Gidumal resigned
as President of the Company effective February, 1999.

Executive Officers

Following is a list of the names and ages of all the executive officers of
the Company and its principal subsidiaries as of the date of this Proxy
Statement, indicating all positions and offices with the Company held by each
such person, and each such person's principal occupations or employment during
the past five years.

- --------------------------------------------------------------------------------
BOSS HOLDINGS, INC.
- --------------------------------------------------------------------------------
Name Age Positions and Offices Held and Principal
Occupations or Employment during past 5 years
- --------------------------------------------------------------------------------
G. Louis Graziadio, III 50 Chairman of the Board and Chief Executive
Officer of the Company since June 1996. He is
also the Chairman and CEO of Ginarra Holdings,
Inc., a holding company with investments
through various corporations, and a director of
Imperial Bancorp.
- --------------------------------------------------------------------------------
J. Bruce Lancaster 44 Chief Financial Officer since April 1998 and
Executive Vice President since August 1999.
From 1995 through March 1998, Mr. Lancaster
was Vice President Finance andAdministration
for Acme Boot Company, Inc. From 1989 to 1995,
he served in various positions, including Vice
President Finance and CFO, with Kinark
Corporation, publicly traded on the American
Stock Exchange.
- --------------------------------------------------------------------------------

Relationship Among Directors or Executive Officers

Mr. Graziadio and Mr. Mikles are first cousins; otherwise, there are no
family relationships existing between the officers and directors of the Company.

Board Meetings and Committees of the Board

During the fiscal year ended December 25, 1999, ("Fiscal 1999"), the Board
held three meetings and took action by unanimous written consent one time. All
directors attended at least 75% of the Board meetings.

The Company has an Executive Committee and standing Audit and Compensation
Committees of the Board. Although the Company has no Nominating Committee, the
Executive Committee has acted as a nominating committee and the above nominees
are recommended by the Board of Directors. The Board of Directors will consider
director nominees recommended by stockholders. Such recommendations should be
sent to the Company at its principal executive offices, to the attention of the
Secretary.

The members of the Audit Committee are Messrs. Mikles and Squires, both of
whom are independent of the Company. The Committee reviews with Grant Thornton
LLP, the Company's independent auditors, the Company's financial statements and
internal accounting procedures, Grant Thornton LLP's auditing procedures and
fees, and the possible effects of professional services upon the independence of
Grant Thornton LLP. The Audit Committee held two meetings during Fiscal 1999.

The members of the Compensation Committee are Messrs. Lerner and Novelly.
The Committee makes recommendations to the Board with respect to compensation
and benefits paid to the Company's senior management. The Compensation Committee
also makes determinations under the Company's various plans providing incentive
compensation for management. See "EXECUTIVE COMPENSATION." The Compensation
Committee held one meeting during Fiscal 1999, in addition to discussions in
meetings of the Board of Directors.

The members of the Executive Committee are Messrs. Graziadio, Squires,
Lerner and Mikles. The executive committee generally has and may exercise all
the powers and authority of the full Board in the management of the business and
affairs of the Company, but specifically does not have the power or authority to
(i) amend the Company's certificate of incorporation (except as permitted by
applicable law with respect to fixing the number, designations, preferences and
rights of shares of stock to be issued by the Company in certain circumstances),
(ii) adopt an agreement of merger or consolidation, (iii) recommend to the
stockholders the sale, lease or exchange of all or substantially all of the
Company's property and assets, (iv) recommend to the stockholders a dissolution
of the Company or a revocation of a dissolution, (v) amend the by-laws of the
Company; (vi) declare a dividend, or (vii) authorize the issuance of stock. The
full Board of Directors may act to rescind any actions previously taken by the
executive committee.

Compensation of Directors

During Fiscal 1999, each of the Company's directors earned an annual
stipend of $15,000, and quarterly directors' fees of $5,000 for the first
quarter and $2,000 per quarter for each of the last three quarters. In addition,
the Company pays compensation of $1,200 per special Board meeting attended
(i.e., non-regularly scheduled meeting) or for more than four regular board
meetings per year. Committee members receive compensation of $500 per committee
meeting attended. The total compensation earned by all directors during Fiscal
1999 was $156,000. The Company also reimburses its directors for reasonable
expenses incurred in connection with attending Board and Board committee
meetings. Except as described under "Directors' Stock Options" below, the
Company had no other compensation arrangements with directors during Fiscal
1999.

Directors' Stock Options

Pursuant to the affirmative vote of shareholders at the Company's 1998
Annual Meeting, the Company adopted the 1998 Non-Employee Director Stock Option
Plan ("1998 Director Plan"). During Fiscal 1999, the Company issued
non-qualified options for 90,000 shares of Common Stock under such plan,
representing all of the shares originally reserved for issuance under the 1998
Director Plan. During Fiscal 1999, none of such options were exercised.

Proposal #5 below requests an amendment of the 1998 Director Plan to reserve an
additional 50,000 shares of Common Stock for issuance thereunder.

Section 16(a) Beneficial Ownership Reporting Compliance

To the best of the Company's knowledge, for the fiscal year ended December 25,
1999: (i) each of the directors and Mr. Lancaster have filed or will file
untimely a report on Form 5 reporting a late transaction during 1999 relating to
the issuance of stock options, and (ii) James F. Sanders, corporate secretary,
has filed or will file untimely a report on Form 3 for his initial report of
beneficial ownership and a Form 5 reporting the issuance of stock options during
1999. To the Company's best knowledge, all other Forms 3, 4 or 5 required to be
filed during Fiscal 1999 were filed on a timely basis.

EXECUTIVE COMPENSATION

Compensation Tables

The compensation paid in Fiscal 1999 to the Company's Chief Executive
Officer and to each of the other executive officers of the Company and its
subsidiaries whose total compensation exceeded $100,000 are as follows:

1999 SUMMARY COMPENSATION TABLE
BOSS HOLDINGS, INC.

- ---------------------------------------------------------------------------------------------------------------------
All
Other Annual Other
Name and Principal Annual Compensation Compensation
Position Year Compensation ($) Long-Term Compensation ($)
----------------- ----------------------
Salary Bonus
($) ($) Awards Payouts
--------------------- -------
Options LTIP
Restricted SARs Payout
Stock Awards (#)(4) ($)
- ---------------------------------------------------------------------------------------------------------------------

G. Louis Graziadio, III(1) 1999 -0- -0- -0- -0- 30,000 -0- 26,000
Chairman of the Board 1998 -0- -0- -0- -0- -0- -0- 35,000
and CEO 1997 -0- -0- -0- -0- 96,000 -0- 465,000
- ---------------------------------------------------------------------------------------------------------------------
Shyam H. Gidumal, 1999 -0- -0- -0- -0- 12,000 -0- 210,420
President(2) 1998 -0- -0- -0- -0- -0- -0- 121,000
1997 -0- -0- -0- -0- 96,000 -0- 1,035,000
- ---------------------------------------------------------------------------------------------------------------------
J. Bruce Lancaster, Exec 1999 121,667 10,000 6,000 -0- 15,000 -0- 221
VP & CFO(3) 1998 92,192 -0- -0- -0- -0- -0- 38,665
- ---------------------------------------------------------------------------------------------------------------------

THE SUBSIDIARIES

Ken Fristad, President of 1999 83,126 -0- -0- -0- 12,500 -0- 19,185
BMHI Subsidiary 1998 125,000 37,500 -0- -0- -0- -0- 1,242
(resigned August, 1999) 1997 95,865 48,000 -0- -0- -0- -0- -0-
- ---------------------------------------------------------------------------------------------------------------------

(1) Compensation for Mr. Graziadio's services is as periodically determined by
the Board's Compensation Committee, based on the type and extent of
services Mr. Graziadio provided. Amount listed as other compensation
includes director's fees.

(2) Compensation shown for Mr. Gidumal includes director's fees paid directly
to Mr. Gidumal and payments to companies in which Mr. Gidumal is a
principal for services provided to the Company. (See "Certain
Relationships and Related Transactions" below.) Mr. Gidumal was elected
President of the Company effective November 1, 1997, and resigned
effective February 3, 1999.

(3) Mr. Lancaster was appointed Chief Financial Officer of the Company in
April 1998. Other compensation paid to Mr. Lancaster in 1998 consisted
primarily of relocation expenses and associated tax payments reimbursed by
the Company in 1998.

(4) All figures in this column reflect options to purchase shares of Common
Stock. Options granted to Mr. Graziadio and Mr. Gidumal during Fiscal 1999
were issued under the Company's 1998 Non-Employee Director Stock Option
Plan (the "1998 Director Plan").

Pursuant to the affirmative vote of shareholders at the Company's 1998
Annual Meeting of Stockholders, the Company has adopted its 1998 Incentive Stock
Option Plan (the "1998 Employee Plan") under which the Company may issue
qualified or non-qualified stock options to employees, consultants and other key
persons. During Fiscal 1999, options for a total of 27,500 shares were granted
under the 1998 Employee Plan to the named executive officers of the Company and
its subsidiaries. No options were granted during 1998. During 1997, options for
96,000 shares were granted under the Company's 1993 Incentive Stock Option Plan
to the named executive officers of the Company and its subsidiaries. The Company
has no stock appreciation rights ("SARs") outstanding.

The following sets forth the value of options exercised during the year
and unexercised options held by the named executive officers on December 25,
1999:

Aggregated Options/SAR Exercises in the last Fiscal Year
and Fiscal Year-End Option/SAR Values

- ---------------------------------------------------------------------------------------------------------------
(2) Number of (1)
Securities Underlying Value of Unexercised
Unexercised In-the-Money Options/SARs
Shares Acquired Value Options/SARs at Fiscal at Fiscal Year-End
Name on Exercise Realized ($) Year End ($)
------------------ -----------------------
Exercisable/ Exercisable/
Unexercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------

G. Louis Graziadio, III -0- -0- 15,000 / 15,000 31,875 / 31,875
- ---------------------------------------------------------------------------------------------------------------
J. Bruce Lancaster -0- -0- -0- / 15,000 -0- / 31,875
- ---------------------------------------------------------------------------------------------------------------

(1) Assumes a market closing price of $3.875 per share at fiscal year end less
the option exercise price of $1.75 per share.

(2) All figures in this column reflect options to purchase shares of Common
Stock.

STOCK OPTIONS GRANTED IN 1999
Individual Grants

- ---------------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates
Securities Options of Stock Price
Underlying Granted Exercise Appreciation for
Options in Fiscal Price Option Term (Note 3)
Granted Year 1999 Per Expiration -----------------------
Name of Optionee (Note 1) (Note 2) Share Date 5% 10%
- ---------------------------------------------------------------------------------------------------------

G. Louis Graziadio, III 30,000 20.0% $1.75 3/8/2009 $33,017 $83,671
- ---------------------------------------------------------------------------------------------------------
J. Bruce Lancaster 15,000 10.0% $1.75 3/8/2009 $16,508 $41,836
- ---------------------------------------------------------------------------------------------------------

1) All options were granted at fair market value as of the date of the grant.
Mr. Lancaster's options were granted under the 1998 Incentive Stock Option
Plan and generally are not exercisable until one year after the grant date
with vesting at the rate of one-third per year over the three years
following the grant. Mr. Graziadio's options were granted under the 1998
Non-Employee Director Stock Option Plan.

2) In 1999, options for 90,000 shares were granted to directors and 59,500
shares were granted to employees. The percentages shown reflect the
optionee's percentage of all options granted directors and employees.

3) The dollar amounts in these columns reflect the 5% and 10% annual rates of
appreciation prescribed by SEC regulation. The 5% and 10% rates of
appreciation would result in per share prices of $2.85 and $4.54,
respectively, over the option term. The Company expressly disclaims any
representations as to the level of appreciation which may be realized on
the Company's stock.

Employment Agreements

The Company does not have an employment agreement with any executive
officer of the Company.

Report of Compensation Committee with Respect to Executive Compensation

The following report of the Compensation Committee required by the rule of
the SEC to be included in the Proxy Statement shall not be deemed incorporated
by reference by any statement incorporating this Proxy Statement by reference
into any filing under the Securities Act of 1933, as amended (the "Securities
Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
except to the extent that the Company specifically incorporates this information
by reference, and shall not otherwise be deemed filed under either such Act. The
Compensation Committee reviews the performance of the executive officers of the
Company, makes recommendations to the Board of Directors as to compensation of
the executives and reviews compensation for other key employees, including
salary and cash bonus levels. The Company seeks to pay salaries to executive
officers that are commensurate with qualifications and responsibilities and that
are competitive in the marketplace.

Executive Compensation Philosophy:

The Company has not formally adopted an executive compensation philosophy.
Due to the changing character of the Company, as it has proceeded through a
period of reorganization and transition, the Board generally has maintained the
executive decision-making functions using the services of Mr. Graziadio and a
select group of outside consultants. Generally the executive compensation
decisions have been made to attract, retain and reward executives who contribute
to the Company's success, provide economic incentives for officers to achieve
business objectives, reward individual performance and strengthen the
relationship between executive pay and shareholder value.

EICP:

The Company does not have an Executive Incentive Compensation Plan.
Recommendations for executive compensation are made by the Board's Compensation
Committee and approved by the Board or the Executive Committee on an as-needed
basis. The Company from time-to-time has retained Johnson & Associates, a
management and benefits consultant, to provide advice on the type and amount of
compensation to be paid to executive officers, directors and consultants.

Executive Officer Compensation:

The Company's Fiscal 1999 and current total compensation programs for
executive officers consist of both cash and stock-based compensation. The annual
cash compensation and any incentive bonuses are decided or approved by vote of
the Board or its Executive Committee on a discretionary basis. Executive
compensation in the form of stock options is included under the Company's 1998
Incentive Stock Option Plan, as amended. Under this Plan, the number of Options
granted and vesting periods are decided at the discretion of the Compensation
Committee of the Board of Directors.

Chief Executive Officer Compensation:

Compensation paid to Mr. Graziadio as Chief Executive Officer during
Fiscal 1999 consisted solely of $26,000 in director's fees. Reimbursement of
certain expenses incurred by Mr. Graziadio and a company affiliated with Mr.
Graziadio in connection with the Company's business is discussed below in the
section titled "Certain Relationships and Related Transactions."

Members of the Company's Compensation Committee:

Perry A. Lerner Paul A. Novelly

Stock Price Performance Graph

The following graph sets forth a comparison of the cumulative total return
to stockholders on the Common Stock during the five year period ended December
25, 1999, based on the market price thereof and taking into account all stock
splits in the form of stock dividends paid through Fiscal 1999, with the
cumulative total return of companies on the NASDAQ Stock Market and NASDAQ
companies comprising SIC Codes 3420-3429 (cutlery, hand tools and general
hardware).

Comparison of Five Year-Cumulative Total Returns
Performance Graph for Boss Holdings, Inc.

[GRAPHIC]

Notes to Performance Graph:

A. Information concerning the NASDAQ index and comparative industry index
were provided by the Center for Research in Security Prices.

B. Information concerning the Company's stock price from December 1994 to
March 1999 is based on unofficial month-end pricing obtained by the
Company from over-the-counter sources, including internet stock-price
services. Information on stock prices after March 1999 was provided by the
OTC Bulletin Board system.

C. The lines for the NASDAQ and comparative industry indices represent
monthly index levels derived from compounded daily returns that include
all dividends.

D. The indices are reweighted daily, using the market capitalization on the
previous trading day.

E. If the monthly interval for the indices, based on the fiscal year-end, is
not a trading day, the preceding trading day is used. The index levels for
all series were set to $100.00 on 12/25/94.

F. Produced on 4/14/99 including data to 12/25/1999.

There can be no assurance that the Company's stock performance will
continue into the future with the same or similar trends depicted in the graph
above. The Company will neither make nor endorse any predictions as to future
stock performance.

The Stock Price Performance Graph above shall not be deemed incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act or the Exchange Act, except
to the extent that the Company specifically incorporates this information by
reference and shall not otherwise be deemed filed under such Act.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In July 1996, the Board of Directors contracted with a turnaround
management company, S. Gidumal & Company, Inc., and its affiliate, Strategic
Turnarounds & Investment Corp. (collectively "STIC"), to assist with the
restructuring of the Company, including operations, financing, litigation,
strategic planning and divestitures. Mr. Shyam Gidumal is a principal with STIC
and in September 1996 became a member of the Board of Directors of ACPI and
other subsidiaries of ACPI. In November, 1997, Mr. Gidumal became a member of
the Board of Directors of the Company and was elected President of the Company.
Mr. Gidumal resigned as president of the Company effective February, 1999. STIC
was involved in the resolution of certain class action litigation involving the
Company, sale of the assets of the FSPI subsidiary, financing transactions
involving the Company's ACPI and Alabaster subsidiaries, the sale of the key and
numbers, letters and signs business of ACPI and restructuring of the Company's
operations. STIC received payments for its services in the approximate amounts
of $184,420, $101,000 and $1,035,000, respectively, during fiscal years 1999,
1998 and 1997.

James F. Sanders, corporate secretary of the Company, provides general
counsel services to the Company. During fiscal year 1999, Mr. Sanders was paid
$75,027 in payment for legal services and reimbursement of related costs and
expenses. Mr. Sanders also is employed by Apex Oil Company, Inc., a company
controlled by P.A. Novelly, a director of the Company.

The Company reimburses or pays costs and expenses incurred by Ginarra
Holdings, Inc., a company affiliated with Mr. Graziadio, in connection with Mr.
Graziadio's execution of his duties as chief executive officer of the Company.
These costs include clerical and administrative support, travel and
entertainment expenses, and certain direct overhead costs including, but not
limited to, postage, communication charges and office supplies. Payments to
Ginarra for such costs and expenses in fiscal years 1999, 1998 and 1997 were
$102,338, $55,000 and $38,618, respectively.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth, as of March 31, 2000, certain information
regarding the beneficial ownership of Common Stock by (i) each person known by
the Company to be beneficial owner of more than five percent of the outstanding
shares of Common Stock, (ii) each director; (iii) each named Executive Officer;
and (iv) all directors and executive officers as a group.

- --------------------------------------------------------------------------------
Name and Address of Beneficial Owner(1) Common Stock Beneficially
Owned
- --------------------------------------------------------------------------------
No. of Shares % of Class
- --------------------------------------------------------------------------------
Ginarra Holdings, Inc. (2) 247,098 12.8%
2325 Palos Verdes Drive West, Suite 211
Palos Verdes Estates, CA 90274
- --------------------------------------------------------------------------------
G. Louis Graziadio, III (3) 147,000 7.5%
2325 Palos Verdes Drive West, Suite 211
Palos Verdes Estates, CA 90274
- --------------------------------------------------------------------------------
Mr. Perry A. Lerner (4) 33,000 1.7%
660 Madison Ave., New York, NY 10022
- --------------------------------------------------------------------------------
Mr. Lee E. Mikles (4) 91,283 4.7%
1801 Century Park East, Suite 460
Los Angeles, CA 90067
- --------------------------------------------------------------------------------
Mr. Paul A. Novelly (4)(5) 12,000 *
8182 Maryland Ave., St. Louis, MO 63105
- --------------------------------------------------------------------------------
Mr. Richard D. Squires (4) 91,283 4.7%
4229 Cochran Chapel, Dallas, TX 75209
- --------------------------------------------------------------------------------
Mr. Shyam H. Gidumal (4) 166,283 8.5%
660 Madison Ave., New York, NY10022
- --------------------------------------------------------------------------------
Mr. J. Bruce Lancaster (6) 9,600 *
221 W. First St., Kewanee, IL 61443
- --------------------------------------------------------------------------------
All Directors and Executive Officers as a 550,449 27.1%
Group (7 Persons, excludes Ginarra Holdings)
- --------------------------------------------------------------------------------

- ----------
(1) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of
common stock beneficially owned by them. Under the rules of the Securities
and Exchange Commission, a person is deemed to be a "beneficial" owner of
securities if he or she has or shares the power to vote or direct the
voting of such securities or the power to direct the disposition of such
securities. More than one person may be deemed to be a beneficial owner of
the same securities.

(2) Mr. Graziadio has sole voting and investment power over these shares in
his capacity as president of Ginarra Holdings, Inc., but he disclaims any
pecuniary interest.

(3) Includes 30,000 shares subject to options granted under the Company's 1998
Non-Employee Director Stock Option Plan ("1998 Director Plan"). Does not
include 247,098 shares held by Ginarra Holdings, Inc., as to which Mr.
Graziadio has sole voting and investment power, but disclaims any
pecuniary interest. Mr. Graziadio disclaims beneficial ownership of all
shares owned by Ginarra Holdings. Does not include 52,453 shares (2.7% of
shares outstanding) which are owned by Graziadio Family Trust, a trust
established by Mr. Graziadio, but as to which he is neither a trustee nor
a beneficiary. Mr. Graziadio disclaims beneficial ownership of all shares
owned by Graziadio Family Trust.

(4) Includes 12,000 shares subject to options granted under the Company's 1998
Director Plan.

(5) Does not include 87,283 shares (4.5% of shares outstanding), which are
owned by Novelly Exempt Trust, an irrevocable trust established by Mr.
Novelly, but as to which he is not a trustee and does not have the right
to name or replace the trustee. Mr. Novelly disclaims beneficial ownership
of the shares owned by Novelly Exempt Trust.

(6) Includes 5,000 shares subject to options granted under the Company's 1998
Incentive Stock Option Plan.

* Number of shares owned is less than 1% of shares outstanding.

PROPOSAL NO. 2

AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO REDUCE THE
NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK,
PAR VALUE $0.25 PER SHARE, FROM 50,000,000 TO 10,000,000.

The Company's Certificate of Incorporation currently authorizes 50,000,000
shares of the Company's common stock, par value $.25 per share. On April 6,
2000, the Board of Directors approved and adopted, subject to approval by the
shareholders, an amendment of the Company's Certificate of Incorporation to
reduce the number of authorized shares of common stock to 10,000,000 shares. By
reducing the number of authorized but unissued shares in this fashion, the
Company will be able to realize a reduction of approximately $130,000 in annual
franchise taxes payable to the State of Delaware. As of April 6, 2000, the
Company had less than 2,000,000 common shares outstanding and the Board believes
that reducing the number of authorized common shares to 10,000,000 still leaves
the Company sufficient flexibility for future corporate needs.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT OF THE
CERTIFICATE OF INCORPORATION TO REDUCE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 50,000,000 TO 10,000,000.

PROPOSAL NO. 3

AMENDMENT OF THE COMPANY'S 1998 INCENTIVE STOCK OPTION PLAN TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN
FROM 210,000 TO 285,000.

At the Company's 1998 annual meeting of shareholders, the shareholders
approved adoption of the Company's 1998 Incentive Stock Option Plan ("1998
Employee Plan") and reserved 210,000 shares of the Company's common stock for
issuance under the plan. Options under the 1998 Employee Plan are available for
issuance to the Company's employees, advisors and consultants. The Board
believes that the 1998 Employee Plan fosters good employee relations, encourages
and enables employees to acquire an equity interest in the Company, helps align
employee interests with those of the shareholders, and helps the Company to
attract, retain and motivate valuable employees. On April 6, 2000, the Board of
Directors approved an amendment to the 1998 Employee Plan, subject to approval
of the shareholders, to increase the total number of shares of common stock
reserved for issuance by 75,000 shares, thereby increasing the total shares
reserved for issuance under the plan from 210,000 to 285,000. As of April 6,
2000, the Company had issued options covering a total of 137,000 common shares.
The currently outstanding options to employees were issued during calendar year
1999 and generally vest ratably over a three year period. Although there are no
current proposals to issue more options to employees, the Board believes that
the recommended increase in the number of shares reserved under the 1998
Employee Plan is appropriate to allow the Company to continue to attract, reward
and motivate valuable employees and other key persons as the Company moves
forward without adopting an entire new plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT OF THE 1998
EMPLOYEE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN FROM 210,000 TO 285,000.

PROPOSAL NO. 4

AMENDMENT OF THE COMPANY'S 1998 INCENTIVE STOCK OPTION PLAN TO PROVIDE FOR
ACCELERATED VESTING OF OPTIONS ISSUED UNDER THE PLAN UPON THE OCCURRENCE
OF CERTAIN CORPORATE TRANSACTIONS.

The Company's 1998 Incentive Stock Option Plan ("1998 Employee Plan") was
adopted and approved by the shareholders at the Company's 1998 annual meeting
and provides for issuance of options for purchase of the Company's common stock
to employees, advisors and consultants. At the same time, the shareholders
adopted and approved the Company's 1998 Non-Employee Director Stock Option Plan
("1998 Director Plan") for issuance of options to the Company's non-employee
directors. The 1998 Director Plan contains an appropriate provision for the
acceleration of vesting of unexercised options upon the occurrence of certain
corporate transactions, including specified changes in control of the Company. A
copy of Section 8 of the 1998 Director Plan is attached as Exhibit A to this
Proxy Statement. Generally this provision accelerates the vesting of options in
the event of a merger, consolidation, liquidation, or sale of all or
substantially all assets of the Company in which the shareholders of the Company
prior to the transaction cease to own at least 51% of the voting stock of the
Company after the transaction, or a merger, consolidation or reorganization in
which the surviving entity does not assume the obligation of the Company under
the plan. The 1998 Employee Plan, however, does not include such a provision for
the protection of employee option holders. The Board of Directors believes that
it is in the best interest of the Company to amend the 1998 Employee Plan to
extend to holders of options under such plan the same protections afforded to
non-employee directors under the 1998 Director Plan. The Company believes such
protections are commonplace for industrial companies, especially in view of
market volatility and the increased level of merger and acquisition activity
involving public companies during recent years. The proposed change will enhance
the value of options granted to the Company's employees and provide some
assurance as to the value of the employee options upon the occurrence of the
specified corporate transactions. To implement this change, a new Section 20
will be added to the 1998 Employee Plan in the form of Exhibit B attached to
this Proxy Statement. This new section tracks the language of the existing
Section 8(b) of the 1998 Director Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT OF THE 1998
EMPLOYEE PLAN TO PROVIDE FOR ACCELERATED VESTING OF UNEXERCISED OPTIONS
ISSUED UNDER THE PLAN UPON THE OCCURRENCE OF CERTAIN CORPORATE TRANSACTIONS.

PROPOSAL NO. 5

AMENDMENT OF THE COMPANY'S 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN TO
INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER
THE PLAN FROM 90,000 TO 140,000.

At the Company's 1998 annual meeting of shareholders, the shareholders
approved adoption of the Company's 1998 Non-Employee Director Stock Option Plan
("1998 Director Plan") and reserved 90,000 shares of the Company's common stock
for issuance under the plan. Options under the 1998 Director Plan are available
for issuance to the Company's directors who are not employees of the Company or
any of its subsidiaries. The Board believes that the 1998 Director Plan fosters
the ability of the Company to attract and retain qualified and experienced
directors and helps align director interests with those of the other
shareholders. On April 6, 2000, the Board of Directors approved an amendment to
the 1998 Director Plan, subject to approval of the shareholders, to increase the
total number of shares of common stock reserved for issuance by 50,000 shares,
thereby increasing the total shares reserved for issuance under the plan from
90,000 to 140,000. As of April 6, 2000, the Company had issued options covering
all 90,000 common shares originally reserved under the plan. The currently
outstanding options to non-employee directors were issued during calendar year
1999 and all have fully vested. Although there are no current proposals to issue
more options to directors, the Board believes that the recommended increase in
the number of shares reserved under the 1998 Director Plan is appropriate to
allow the Company to continue to attract and retain qualified and experienced
directors as the Company moves forward without adopting an entire new plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT OF THE 1998
DIRECTOR PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN FROM 90,000 TO 140,000.

PROPOSAL NO. 6

APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 30, 2000.

The firm of Grant Thornton LLP, Certified Public Accountant, served as the
independent auditors of the Company for Fiscal 1999, and the Board of Directors
recommends the appointment of Grant Thornton LLP as the Company's independent
auditors for the fiscal year ending December 30, 2000. This recommendation will
be presented to the stockholders for their approval at the Meeting. The Board of
Directors recommends a vote in favor of the proposal to ratify this selection,
and the persons named in the enclosed proxy (unless otherwise instructed
therein) will vote such proxies FOR such proposal. If the stockholders do not
approve this selection, the Board will consider other firms for this engagement.
The Company has not yet formally engaged Grant Thornton LLP for these services
and the actual engagement will be dependent upon reaching a satisfactory
agreement with the accounting firm on all terms, including the fees to be
charged.

The Company has been advised by Grant Thornton LLP that a representative
may be present at the Meeting and, if present, will be available to respond to
appropriate questions. In addition, the Company would provide such
representative an opportunity to make any statements if he should so desire.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF GRANT
THORNTON LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 30, 2000.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors has reviewed and discussed
the audited financial statements with management, has discussed the financial
statements and related matters with the Company's independent auditors, and has
received required written disclosures from the independent auditors and
discussed with them their independence. Based on such review and discussions,
the Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on Form 10-K for
Fiscal 1999.

Audit Committee Members: Richard D. Squires Lee E. Mikles

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the Company's 2001
Annual Meeting of Stockholders must be received in writing by the Company at its
principal executive offices no later than December 29, 2000 in order to be
included in the Company's Proxy Statement and form of proxy relating to that
meeting.

FORM 10-K

THE COMPANY, UPON WRITTEN REQUEST, WILL PROVIDE WITHOUT CHARGE TO EACH
STOCKHOLDER A COPY OF ITS ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 25, 1999. REQUESTS
SHOULD BE DIRECTED TO:

Bruce Lancaster
Executive Vice President
Boss Holdings, Inc.
221 W. First Street
Kewanee, IL 61443

OTHER BUSINESS

The Board does not intend to bring any other business before the Meeting,
and, so far as is known to the Board, no matters are to be brought before the
Meeting except as specified in the notice of the Meeting. As to any business
that may properly come before the Meeting, however, it is intended that proxies,
in the form enclosed, will be voted in respect thereof in accordance with the
judgment of the persons voting such proxies.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ James F. Sanders
---------------------------------------
James F. Sanders,
Corporate Secretary

Dated: May 4, 2000

Exhibit A

EXISTING ACCELERATED VESTING PROVISIONS OF COMPANY'S 1998 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN

8. Vesting Schedule

(a) Shares subject to an Option shall vest in accordance with the vesting
schedule and vesting terms and conditions established by the Compensation
Committee.

(b) Notwithstanding the foregoing, Shares subject to an Option shall vest as to
all Shares then subject to the Option upon the occurrence of any of the
following events:

(i) a transaction (or series of transactions occurring within a 60-day
period or pursuant to a plan approved by the Board or shareholders of the
Company) occurs that has the result that stockholders of the Company immediately
before such transaction cease to own directly or indirectly at least 51% of the
voting stock of the Company or of any entity that results from the participation
of the Company in a reorganization, consolidation, merger, liquidation or any
other form of corporate transaction;

(ii) all or substantially all of the assets of the Company shall be sold
or otherwise disposed of, except that an Option shall not vest as to all Shares
then subject to such Option if, after such sale or disposition: (i) the
shareholders of the Company immediately prior to such transaction continue to
own at least 51% of the voting stock of the entities that acquired 50% or more
in value of the assets of the Company so sold or conveyed; and (ii) the
acquiring entity agrees to assume the obligations of the Company under this
Agreement; or

(iii) the occurrence of a merger, consolidation or other reorganization of
the Company under the terms of which the surviving entity does not assume the
obligations of the Company under this Agreement.

Exhibit B

PROPOSED ACCELERATED VESTING PROVISIONS FOR COMPANY'S
1998 INCENTIVE STOCK OPTION PLAN

20. Accelerated Vesting Schedule

Notwithstanding the foregoing, Shares subject to an Option shall vest as to all
Shares then subject to the Option upon the occurrence of any of the following
events:

(ii) all or substantially all of the assets of the Company shall be sold
or otherwise disposed of, except that an Option shall not vest as to all Shares
then subject to such Option if, after such sale or disposition: (a) the
shareholders of the Company immediately prior to such transaction continue to
own at least 51% of the voting stock of the entities that acquired 50% or more
in value of the assets of the Company so sold or conveyed; and (b) the acquiring
entity agrees to assume the obligations of the Company under this Agreement; or

Ex-1