SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

FLEETCLEAN SYSTEMS, INC.
--------------------------
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

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

(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________________
[ ] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing Party:
________________________________________________________________________________
(4) Date Filed:
________________________________________________________________________________

PRELIMINARY PROXY STATEMENT

FLEETCLEAN SYSTEMS, INC.
BOX 727, HIGHWAY 834 EAST .7 MILES
HARDIN, TEXAS 77561

PHONE (936) 298-9835 FACSIMILE (936) 298-2769

April 30, 2001

Dear Stockholder:

You are cordially invited to attend our 2001 Annual Meeting of Stockholders
of Fleetclean Systems, Inc. to be held on Thursday, May 31, at 2:00 p.m. at
Highway 834 East .7 miles Hardin, Texas. We look forward to this opportunity to
update you on developments at Fleetclean Systems, Inc.

We hope you will attend the meeting in person. Whether you expect to be
present and regardless of the number of shares you own, please mark, sign and
mail the enclosed proxy in the envelope provided. Matters on which action will
be taken at the meeting are explained in detail in the notice and proxy
statement following this letter.

Sincerely,

Kenneth A. Phillips
President

PRELIMINARY PROXY STATEMENT

FLEETCLEAN SYSTEMS, INC.
BOX 727, HIGHWAY 834 EAST .7 MILES
HARDIN, TEXAS 77561
____________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 31, 2001

To the Stockholders of Fleetclean Systems, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders of
Fleetclean Systems, Inc., will be held at 2:00 p.m. on Thursday, May 31, 2001
for the following purposes:

1. Elect Three Directors. The Board has nominated for re-election Kenneth
A. Phillips, Jay G. Phillips, and Richard R. Royall as directors until
the next annual meeting.

2. Ratify and Approve the Board's Appointment of McManus & Co., P.C. as
the Company's Independent Auditors for fiscal year 2001. McManus &
Co., P.C. served in this capacity for fiscal year 2000.

3. Adoption of the Amended and Restated Articles of Incorporation. The
Board seeks approval to amend and restate the company's articles of
incorporation.

5. To transact such other business as may properly come before the
meeting.

Only stockholders of record at the close of business on April 23, 2001 will
be entitled to notice of and to vote at the meeting.

Stockholders unable to attend the Annual Meeting in person are requested to
read the enclosed Proxy Statement and then complete and deposit the proxy
together with the power of attorney or other authority, if any, under which it
was signed, or a notarized certified copy, with us at Box 727, Highway 834 East
.7 miles Hardin, Texas 77561, at least 48 hours (excluding Saturdays and
Sundays) before the time of the Annual Meeting or with the chairman of the
Annual Meeting prior to the commencement of the Annual Meeting.

Unregistered stockholders who received the proxy through an intermediary
must deliver the proxy in accordance with the instructions given by such
intermediary.

BY ORDER OF THE BOARD OF DIRECTORS

Kenneth A. Phillips, President
April 30, 2001

THE PROXY STATEMENT WHICH ACCOMPANIES THIS NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS CONTAINS MATERIAL INFORMATION CONCERNING THE MATTERS TO BE
CONSIDERED AT THE MEETING, AND SHOULD BE READ IN CONJUNCTION WITH THIS NOTICE.

PRELIMINARY PROXY STATEMENT

FLEETCLEAN SYSTEMS, INC.
BOX 727, HIGHWAY 834 EAST .7 MILES
HARDIN, TEXAS 77561

(PRINCIPAL EXECUTIVE OFFICE)

____________

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS

___________

INTRODUCTION

This Proxy Statement is being furnished to stockholders in connection with
the solicitation of proxies by and on behalf of the Board of Directors of
Fleetclean Systems, Inc. for use at the 2001 Annual Meeting of Stockholders
("Meeting") to be held at Highway 834 East .7 miles Hardin Texas, at 2:00 p.m.
on Thursday, May 31, 2001, for the purpose of considering and voting upon the
matters set forth in the accompanying Notice of Annual Meeting of Stockholders.
This Proxy Statement and the accompanying form of proxy are first being mailed
to stockholders on or about April 30, 2001.

The close of business on April 23, 2001, has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting. As of the record date, there were 18,046,746 shares of the Company's
common stock, par value $.01 per share, issued and outstanding. Each share of
common stock entitles the holder thereof to one vote upon any proposal submitted
for a vote at the Meeting. The presence, in person or by proxy, of a majority
of the outstanding shares of common stock on the record date is necessary to
constitute a quorum at the Meeting. Abstentions and broker non-votes will be
counted towards a quorum. Abstentions will have the same effect as a vote
against a proposal.

Brokers who hold shares in street name for customers are required to vote
those shares in accordance with instructions received from the beneficial
owners. Broker non-votes will have no effect on any of the proposals.

All shares represented by properly executed proxies, unless such proxies
previously have been revoked, will be voted at the Meeting in accordance with
the directions on the proxies.

If no direction is indicated, the shares will be voted:

1. FOR election of all the nominated directors;
2. FOR ratification of McManus & Co., P.C. as the Company's auditors;
3. FOR adoption of the Amended and Restated Articles of Incorporation;
and
4. TO transact such other business as may properly come before the
meeting.

The enclosed proxy, even though executed and returned, may be revoked at
any time prior to the voting of the proxy by any one of the following methods:

(a) execution and submission of a revised proxy,
(b) written notice to the Secretary of the Company, or
(c) voting in person at the Meeting.

PRELIMINARY PROXY STATEMENT

ANNUAL REPORT

A copy of the Company's 2000 Annual Report on Form 10-KSB is being mailed
with this Proxy Statement. The Annual Report does not form any part of the
material for solicitation of proxies.

The Company will provide, without charge, a copy of any exhibits to the
Company's Form 10-KSB, upon written request to Kenneth A. Phillips, at Box 727,
Highway 834 East .7 miles Hardin, Texas 77561.

PROPOSAL 1

ELECTION OF DIRECTORS

Pursuant to the Company's By-Laws, the members of the Board of Directors
serve for one-year terms. The number of directors constituting the whole Board
is currently three and the selected nominees are listed below. Each of the
nominees is currently a director of the Company. Unless authority to vote for
any nominee is withheld in the proxy, the persons named in the accompanying
proxy intend to vote FOR the election of the three nominees for director listed
below.

All nominees have indicated a willingness to serve as directors, but if any
of them should decline or be unable to act as a director, the persons named in
the proxy will vote for the election of such nominee or nominees as may be
recommended by the Board of Directors. Under Texas Corporation Law, each of the
nominees must receive a plurality of the votes of shares of common stock present
in person or by proxy at the meeting to be elected as a director. A plurality
means receiving the largest number of votes, regardless of whether that is a
majority. Abstentions will be counted as shares present at the meeting. The
Company anticipates that the holders of a majority of the outstanding common
stock will be present in person or by proxy at the Meeting. Cumulative voting
is permitted for the election of directors. Cumulative voting allows a
shareholder to cast all of his votes for Company directors (determined by
multiplying the number of his shares by the number of director positions being
filled) for just one director.

The following biographical information is furnished with respect to each of
the nominees. The information includes the individual's present position with
the Company, period served as a director, and other business experience during
the past five years.

DIRECTORS NOMINATED FOR ELECTION

Kenneth A. Phillips is the Company's founder and has served as a Director
and as President since the Company was founded in 1986.

Jay G. Phillips has served as Vice-President, Customer Service since May
1998. Mr. Phillips began working for the Company part time while in high school
and became a full time customer service representative in January 1994, where he
was responsible for the Company's business in the eastern United States,
servicing customers from the Statesville, North Carolina warehouse. In June
1995, Mr. Phillips was elected as a Director of the Company. In April 1998, Mr.
Phillips assumed his current duties in Texas where he supervises four customer
service representatives across the eastern half of the country.

Richard R. Royall has served as a Director since June 1996. Mr. Royall has
been a partner in the accounting firm of Royall & Fleschler, certified public
accountants, for the past twelve years. Since April 1997, Mr. Royall has served
as Chief Financial Officer of Eagle Wireless International, Inc.

During the fiscal year ended December 31, 2000, the Company's Board of
Directors held two meetings. No incumbent director attended fewer than 75% of
the meetings. The Company has no audit, compensation, or nominating committees.

PRELIMINARY PROXY STATEMENT

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

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own beneficially more than ten
percent of the common stock of the Company, to file reports of ownership and
changes of ownership with the Securities and Exchange Commission. Based solely
on the reports received by the Company and on written representations from
certain reporting persons, the Company believes that the directors, executive
officers, and greater than ten percent beneficial owners have complied with all
applicable filing requirements.

The Board of Directors has nominated the above-referenced directors for election
by the stockholders and recommends a vote for such election. The election of the
directors requires a plurality of the votes of the shares of common stock
present in person or represented by proxy at the Meeting.

PROPOSAL 2

RATIFICATION AND APPROVAL OF MCMANUS & CO., P.C. AS THE COMPANY'S
INDEPENDENT AUDITORS

The Board of Directors has approved the engagement of McManus & Co., P.C.
as independent auditors for the Company. The Board of Directors wishes to
obtain from the stockholders a ratification of the Board's action in appointing
McManus & Co., P.C. as independent auditors of the Company.

In the event the appointment of McManus & Co., P.C. as independent auditors
is not ratified by the stockholders, the adverse vote will be considered as a
direction to the Board of Directors to select other auditors for the following
year.

Representatives of McManus & Co., P.C. are not expected to be present at
the meeting. Representative of McManus & Co., P.C. will be given the
opportunity to make a written statement if they desire to do so. Such
representatives are also not expected to be available to respond to questions.

The Board of Directors has recommended the ratification of McManus & Co., P.C.
as independent auditors. Such ratification requires the affirmative vote of the
majority of outstanding shares of common stock present at the Meeting or
represented by proxy.

PROPOSAL 3

ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION

In April 2001, the Company's Board of Directors approved amending and
restating the Company's Articles of Incorporation, subject to shareholder
approval. The amendments to the Articles of Incorporation will: (a) allow the
Board of Directors to issue preferred stock, (b) permit the Company to take
actions without a meeting and sets forth the persons that may call a special
meeting of the shareholders, (c) permits the same level of indemnification as is
permitted in the Company's Bylaws, and (d) prevents cumulative voting. A summary
of the amended provisions of the Articles of Incorporation are summarized below,
and the full text of the Amended and Restated Articles of Incorporation are set
forth in Exhibit "A."

PREFERRED STOCK. The Company is requesting the shareholders permit the Board of
Directors to issue 5,000,000 million shares of preferred stock, $.01 par value.
The Company wants to permit these shares to be issued solely by a resolution of
its Board of Directors. The amendment will permit the Company's Board of
Directors to establish the rights and preferences of the preferred stock by
resolution. The Company believes it is in the best interests of the Company to
grant the Board of Directors this discretion, as it will give the Board of

PRELIMINARY PROXY STATEMENT

Directors more flexibility in structuring transactions. It is not possible to
state the actual effect of the issuance of any shares of preferred stock on the
rights of holders of the Common Stock until the Board of Directors determines
the specific rights of the holders of the preferred stock. However, these
effects might include: (a) restricting dividends on the Common Stock; (b)
diluting the voting power of the Common Stock; (c) impairing the liquidation
rights of the Common Stock; and (d) delaying or preventing a change in control
of the Company without further action by the stockholders. The Company has no
present plans to issue any shares of preferred stock.

ACTION WITHOUT A MEETING; SPECIAL MEETINGS. The Company is requesting your vote
to amend its Articles of Incorporation to allow it to take any action that would
normally require a stockholder's meeting without a meeting, without notice, and
without a vote, if it already has consents in writing, setting forth the action
so taken, that is signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take the action at a
meeting at which the holders of all shares entitled to vote on the action were
present and voted. The Company believes it is in the best interests of the
Company to make this amendment, as it will allow the Company to complete certain
votes more rapidly, if required. In addition, the Company is limiting the
calling of special meetings to its Board of Directors or a committee thereof,
the Chairman of the Board, the President, or by shareholders holding not less
than 50% of the votes entitled to the vote at the special meeting. The limiting
of special meetings to holders of not less than 50% of the votes entitled to
vote at a special meeting will prevent certain minority groups from calling a
special meeting.

INDEMNIFICATION. The Company is requesting your vote to amend its Articles of
Incorporation to set forth its indemnification provisions. The provision will
permit the Company to amend it directors and officers to the fullest extent
permitted by Texas law. The Company believes this action is necessary to
attract qualified directors and to retain its current directors. This provision
will limit the remedies available to the stockholder who is dissatisfied with a
decision of the Board of Directors protected by the provision, and the
stockholder's only remedy may be to bring a suit to prevent the action of the
Board. This remedy may not be effective in many situations because stockholders
are often unaware of a transaction or an event before the Board's action. In
these cases, the stockholders and the Company could be injured by a Board's
decision and have no effective remedy.

CUMULATIVE VOTING. The Company is requesting your vote to amend its Articles of
Incorporation to prevent cumulative voting. Cumulative Voting refers to a
particular method of voting shares of stock that can be provided for in a
company's governing documents. It allows a shareholder to cast all of his votes
for company directors (determined by multiplying the number of his shares by the
number of director positions being filled) for just one director. Cumulative
voting can be used to insure a minority shareholder that he will have a seat on
a company's board of directors. The Company believes cumulative voting will
encourage special interest stockholders to pool their collective voting power to
attempt to elect single-issue directors.

The Board of Directors has recommended the adoption of the Amended and Restated
Articles of Incorporation. Such ratification requires the affirmative vote of
two-thirds of outstanding shares of common stock.

PRELIMINARY PROXY STATEMENT

EXECUTIVE OFFICERS

The Company's directors and executive officers are:

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

Kenneth A. Phillips 56 Director and President
Jay G. Phillips 28 Director and Vice - President , Customer Service
Richard R. Royall 54 Director
Kathryn M. Phillips 53 Secretary and Tresurer
Jason Lay 35 Vice-President, Technical Services

Please refer to page 2 of this proxy statement for biographies on Messrs.
Kenneth A. Phillips, Jay G. Phillips, and Royall.

Kathryn M. Phillips has served as the Company's Secretary and Treasurer
since the founding of the Company in 1986. Ms. Phillips is a graduate of Texas
Tech University and has for the past 25 years held positions in general business
accounting and controllership. From February 1986 until January 1997, Ms.
Phillips was plant controller for Akzo Nobel Chemical Co., and worked part-time
for the Company. Ms. Phillips has been a full-time employee of the Company
since January 1997.

Jason Lay is Vice-President, Technical Services, a position held since May
1998. Mr. Lay is responsible for design and implementation of all equipment
systems. Mr. Lay joined the Company in June 1994 as a technician.

Kathryn M. Phillips is the wife of Kenneth A. Phillips. Jay G. Phillips is
the son of Kenneth and Kathryn Phillips. There are no other family
relationships. Pursuant to the Company's by-laws, the Company's stockholders at
the Company's annual meeting elect each director annually. The Company's
officers serve at the discretion of the Board of Directors.

Audit Report of Board of Directors
- ---------------------------------------

The Company does not maintain an Audit Committee or an Audit Committee
Charter. During fiscal 2000, the Board discussed the interim financial
information contained in each quarterly earnings announcement with the
independent auditors prior to public release.

In discharging its oversight responsibility as to the audit process, the
Board obtained from the independent auditors a formal written statement
describing all relationships between the auditors and the Company that might
bear on the auditors' independence consistent with Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," discussed with
the auditors any relationships that may impact their objectivity and
independence and satisfied itself as to the auditors' independence. The Board
also discussed with management and the independent auditors the quality and
adequacy of the Company's internal controls and the internal audit function's
organization, responsibilities, budget, and staffing. The Board reviewed with
the independent auditors their audit plans, audit scope, and identification of
audit risks. The Board discussed and reviewed with the independent auditors all
communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees" and, with and without management present,
discussed and reviewed the results of the independent auditors' examination of
the financial statements.

The Board reviewed the audited financial statements of the Company as of
and for the fiscal year ended December 31, 2000, with management and the
independent auditors. Management has the responsibility for the preparation of
the Company's financial statements and the independent auditors have the
responsibility for the examination of those statements.

PRELIMINARY PROXY STATEMENT

Based on the above-mentioned review and discussions with management and the
independent auditors, the Board recommended that the Company's audited financial
statements be included in its Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000, for filing with the Securities and Exchange Commission.

The Board also recommended the reappointment, subject to shareholder
approval, of the independent auditors. No members of the Company's Board of
Directors are considered to be independent members of the Board.

Kenneth A. Phillips Jay G. Phillips Richard R. Royall

EXECUTIVE COMPENSATION

The following tables contain compensation data for the President of the
Company for the fiscal year ended December 31, 2000. No executive officer or
director received in excess of $100,000 in compensation during the fiscal year
ended December 31, 2000.

SUMMARY COMPENSATION TABLE

Name and Principal Positions Year Annual Compensation Long Term Compensation
- ---------------------------- ---- ------------------- ----------------------
Awards
------
Salary ($) Restricted stock award(s)($)
---------- ----------------------------

Kenneth A. Phillips, President 2000 93,000 20,500
1999 83,500 55,000

1998 77,000 --

Mr. Phillips restricted stock awards for fiscal 2000 and fiscal 1999
consist of two grants of 500,000 shares of common stock issued in December 2000
and July 1999, respectively, for services. The values are based on the closing
market price on the date of grants of $.041 and $.11 per share, respectively.
The table above does not include perquisites and other personal benefits in
amounts of less than 10% of the total annual salary and bonus of the named
executive officer.

EMPLOYMENT AGREEMENTS

The Company does not have any employment agreements with its officers or
directors. The Company does not maintain life insurance on any of its directors,
officers, or employees.

STOCK OPTIONS AND WARRANTS

The Company did not issue any warrants or options, under its stock option
plan or otherwise, to its directors, officers, or employee during the year ended
December 31, 2000 for compensation.

As of December 31, 2000, the Company had outstanding warrants to purchase
an aggregate of 2,641,666 shares of common stock at exercise prices ranging from
$.05 to $2.00 per share. Mr. Kenneth A. Phillips holds a warrant to purchase
100,000 shares of common stock at an exercise price of $1.00 per share expiring
December 31, 2001.

AGGREGATED WARRANT EXERCISES IN LAST FISCAL YEAR AND FY-END WARRANT VALUES

Number of Securities Value of Unexercised
Shares Acquired Value Underlying Unexercised In-the-Money
Name on Exercise (#) Realized ($) Options at FY-End (#) Options at FY-End($)
---- ---------------- ------------ --------------------------- --------------------------
Exercisable Unexercisable Exercisable Unexercisable

Kenneth A. Phillips 249,999 12,500 100,000 -- -- --

PRELIMINARY PROXY STATEMENT

The table above includes only warrants, as no options are outstanding. The
warrant to purchase 100,000 shares of common stock listed above has an exercise
price of $1.00 per share, and as such, no value has been assigned to the warrant
pursuant to the rules set forth by the SEC.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2001 the number and
percentage of outstanding shares of Company Common Stock owned by:

- - each person known to the Company to beneficially own more than 5% of its
outstanding Common Stock;
- - each director;
- - each named executive officer; and
- - all executive officers and directors as a group.

NUMBER OF SHARES OF
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK BENEFICIALLY OWNED PERCENTAGE OF OWNERSHIP
- ------------------------------------ ------------------------------- ------------------------

Kenneth A. Phillips 6,952,775 38.5%
Jay G. Phillips 564,971 3.1%
Richard R. Royall 337,500 1.9%
All executive officers and directors
as a group (5 persons) 8,136,746 45.1%

The address of each person listed is the same as the address of the
Company's principal executive office, except for Mr. Royall whose business
address is 1331 Lamar Street #1375, Houston, Texas 77010.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In July 1999, the Company issued Kenneth A. Phillips 500,000 shares of
common stock, Jay G. Phillips 100,000 shares of common stock, Jason Lay 100,000
shares of common stock, and Richard Royall 75,000 shares of common stock for
services rendered. In October 1999, the Company issued Kenneth A. Phillips
three warrants to each purchase 83,333 shares of common stock at an exercise
price of $.05 per share expiring on December 15, 2000, 2001, and 2002,
respectively, which were exercised in July 2000. These warrants were issued as
part of a loan agreement between the Company and Kenneth A. Phillips, in which
Mr. Phillips loaned the Company $175,000 at an interest rate of 10% per annum
due on demand. In July 2000, Kenneth A. Phillips converted this note, plus
interest for 3,539,974 shares of common stock. In December 1999, the Company
issued Mr. Royall 262,500 shares of common stock for services rendered. In
April 2000, the Company issued Kenneth A. Phillips 1,450,000 shares of common
stock for an aggregate purchase price of $290,000. In December 2000, the
Company issued Kenneth A. Phillips 487,804 shares of common stock for an
aggregate purchase price of $10,000, and issued 850,000 shares of common stock
to the Company's officers, directors and employees as a bonus.

VOTING PROCEDURES

The Company has one class of voting shares outstanding, namely common
stock, of which there were 18,046,746 outstanding at the close of business on
April 23, 2001 (the "Record Date"). Each shareholder present or represented at
the Meeting will be entitled to one vote per share, unless otherwise noted.

PRELIMINARY PROXY STATEMENT

COST OF SOLICITATION

The Company will bear the cost of the solicitation of proxies from its
stockholders. In addition to the use of mail, proxies may be solicited by
directors, officers, and regular employees of the Company in person or by
telephone or other means of communication. The directors, officers, and
employees of the Company will not be compensated additionally for the
solicitation, but may be reimbursed for out-of-pocket expenses in connection
with this solicitation.

OTHER MATTERS

The Board of Directors and management of the Company know of no other
matters to be brought before the Meeting. If a shareholder proposal that was
excluded from this Proxy Statement in accordance with Rule 14a-8 of the Exchange
Act is properly brought before the Meeting, it is intended that the proxy
holders will use their discretionary authority to vote the proxies against such
proposal. If any other matters should arise at the Meeting, shares represented
by proxies will be voted at the discretion of the proxy holders.

STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

Under Rule 14a-8 of the Exchange Act, proposals that shareholders intend to
have included in the Company's proxy statement and form of proxy for the 2002
Annual Meeting of Stockholders must be received by the Company no later than
January 2, 2002. However, if the date of the 2002 Annual Meeting of
Shareholders changes by more than 30 days from the date of the 2001 Annual
Meeting of Shareholders, the deadline is a reasonable time before the Company
begins to print and mail its proxy materials, which deadline will be set forth
in a quarterly report on Form 10-QSB or will otherwise be communicated to
shareholders. Shareholder proposals must also be otherwise eligible for
inclusion.

Moreover, with respect to any proposal by a shareholder not seeking to have
the proposal included in the proxy statement but seeking to have the proposal
considered at the 2002 Annual Meeting of Stockholders, such stockholder must
provide written notice of such proposal to the Secretary of the Company at the
principal executive offices of the Company by March 18, 2002. With respect to a
proposal not to be included in the proxy statement, in the event notice is not
timely given to the Company, the persons who are appointed as proxies may
exercise their discretionary voting authority with respect to such proposals, if
the proposal is considered at the 2002 Annual Meeting of Stockholders, even if
the stockholders have not been advised of the proposal. In addition,
stockholders must comply in all respects with the rules and regulations of the
Securities and Exchange Commission then in effect and the procedural
requirements of the Company's Bylaws.

BY ORDER OF THE BOARD OF DIRECTORS

Kenneth A. Phillips, President

PRELIMINARY PROXY STATEMENT

EXHIBIT A

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
FLEETCLEAN SYSTEMS, INC.

Fleetclean Systems, Inc. ("Corporation"), a corporation formed in the
State of Texas on June 16, 1986, hereby adopts the following Amended and
Restated Articles of Incorporation pursuant to the provisions of Article 4.07 of
the Texas Business Corporations Act, adopts these Amended and Restated Articles
of Incorporation, which accurately copy the Articles of Incorporation and all
amendments in effect to date. The Articles of Incorporation, as restated and
amended by these restated Articles of Incorporation are set forth below and
contain no other changes in any provision.

The number of shares of the corporation outstanding at the time of the
adoption was 18,046,746; and the number of shares entitled to vote on the
amendment was 18,046,746. The following amendments and additions to the
Articles of Incorporation were adopted by the shareholders who voted __________
shares in favor of the adoption and __________ shares against the adoption out
of 18,046,746 shares outstanding and entitled to vote on April 23, 2001.

The name of the Corporation is Fleetclean Systems, Inc.

II.

Each statement made by these Restated Articles of Incorporation has been
effected in conformity with the provisions of the Texas Business Corporation
Act. These Restated Articles of Incorporation and each amendment made by these
Restated Articles of Incorporation were adopted by the shareholders of the
corporation on May 31, 2001.

The amendment alters Article IV the Amended Articles of Incorporation to
reads as follows:

ARTICLE IV

The total number of shares of stock which the Corporation shall have
authority to issue is 55,000,000 consisting of 50,000,000 shares of common
stock, par value $.01 per share ("Common Stock"), and 5,000,000 shares of
preferred stock, par value $.01 per share ("Preferred Stock").

Shares of Preferred Stock of the Corporation may be issued from time to
time in one or more classes or series, each of which class or series shall have
such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof, as shall be stated in
a resolution or resolutions providing for the issue of such class or series of
Preferred Stock as may be adopted from time to time by the Board of Directors
prior to the issuance of any shares thereof pursuant to the authority hereby
expressly vested in it, all in accordance with the laws of the State of Texas.

The amendment alters Article VII the Amended Articles of Incorporation to
reads as follows:

ARTICLE VII

The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors consisting of not less than one
director, the exact number of directors to be determined from time to time by
resolution adopted by the Board of Directors. The number of directors may be
increased or decreased, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. A director shall hold

PRELIMINARY PROXY STATEMENT

office until his successor is elected and qualified, subject, however, to his
prior death, resignation, retirement, disqualification or removal from office.
Any vacancy on the Board of Directors howsoever resulting, may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. The number of directors constituting the current Board
of Directors is three and the name and address of each person who is to serve as
director until the next annual meeting of shareholders, or until his successor
is elected and qualified is:

Kenneth A. Phillips Box 727, Highway 834 East .7 miles,
Hardin, Texas 77561
Jay G. Phillips Box 727, Highway 834 East .7 miles,
Hardin, Texas 77561
Richard R. Royall 1331 Lamar Street #1375,
Houston, Texas 77010

The amendment Article VIII is an addition to the Amended Articles of
Incorporation and the full text of the provision added reads as follows:

ARTICLE VIII

Any action required by the Texas Business Corporation Act, as amended, to
be taken at any annual or special meeting of shareholders of the Corporation, or
any action which may be taken at any annual or special meeting of shareholders
of the Corporation, may be taken without a meeting, without prior notice, and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such action at a
meeting at which the holders of all shares entitled to vote on the action were
present and voted.

Special meetings of the stockholders of the Corporation for any purpose or
purposes may only be called at any time by the Board of Directors or a committee
thereof, the Chairman of the Board, the President, or by shareholders holding
not less than 50% of the votes entitled to the vote at the special meeting.

The amendment alters Article X the Amended Articles of Incorporation to
reads as follows:

ARTICLE X

Cumulative voting shall not be permitted. Preemptive rights shall not be
permitted.

The amendment Article XI is an addition to the Amended Articles of
Incorporation and the full text of the provision added reads as follows:

ARTICLE XI

No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 2.41 of the
Texas Business Corporation Act, or (iv) for any transaction from which such
director derived an improper personal benefit. No amendment to or repeal of
this Article IX shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal. The
Corporation shall indemnify all current and former directors and officers of the
Corporation to the fullest extent of the applicable law, including, without
limitation, Article 2.02-1 of the Texas Business Corporation Act.

PRELIMINARY PROXY STATEMENT

III.

The Articles of Incorporation and all amendments and supplements to them
are superseded by the following Amended and Restated Articles of Incorporation,
which accurately copy the entire text as well as incorporate the amendments set
forth above:

ARTICLE I

The name of the Corporation is Fleetclean Systems, Inc.

ARTICLE II

The address of the Corporation's registered office in the State of Texas is
Route 1 Box 289, Liberty, Texas 77575, and the name of its registered agent at
such address is Kenneth A. Phillips.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Texas Business Corporation Act
including but not limited to operating and managing a sales business, owning,
buying and selling real and personal property, and conducting all business
reasonably associated therewith.

ARTICLE IV

ARTICLE V

The period of duration of the Corporation is perpetual.

ARTICLE VI

Registered Office and Agent: The street address of the registered office
of the corporation is 611 Melody Lane, Friendswood, TX 77546, and the name of
its registered agent at that address is Kenneth A. Phillips.

ARTICLE VII

PRELIMINARY PROXY STATEMENT

Any vacancy on the Board of Directors howsoever resulting, may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. The number of directors constituting the current Board
of Directors is three and the name and address of each person who is to serve as
director until the next annual meeting of shareholders, or until his successor
is elected and qualified is:

ARTICLE VIII

ARTICLE IX

Bylaws: The initial bylaws shall be adopted by the Board of Directors.
The power to alter, amend or repeal the bylaws or adopt new bylaws is vested in
the Board Directors, subject to repeal of change by action of the shareholders.

ARTICLE X

Cumulative voting shall not be permitted. Preemptive rights shall not be
permitted.

ARTICLE XI

PRELIMINARY PROXY STATEMENT

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Articles of Incorporation to be signed by its president this 1st day of June,
2001.

FLEETCLEAN SYSTEMS, INC.

By
------------------------------------
Kenneth A. Phillips, President

PRELMINARY PROXY STATEMENT APPENDIX A
FLEETCLEAN SYSTEMS, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 31, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FLEETCLEAN
SYSTEMS, INC. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE CHOICES SPECIFIED BELOW.

The undersigned stockholder of Fleetclean Systems, Inc. (the "Company") hereby
appoints Kathryn M. Phillips, the true and lawful attorney, agent and proxy of
the undersigned with full power of substitution for and in the name of the
undersigned, to vote all the shares of Common Stock of the Company which the
undersigned may be entitled to vote at the Annual Meeting of Stockholders of the
Company to be held at the Company's principal executive offices at Highway 834
East, .7 mile, Hardin, Texas 77561, on Thursday, May 31, 2001 at 2:00 p.m., and
any and all adjournments thereof, with all of the powers which the undersigned
would possess if personally present, for the following purposes:

FOR AGAINST ABSTAIN
--- ------- -------
1. To elect Kenneth A. Phillips as director. [ ] [ ] [ ]

2. To elect Jay G. Phillips as director. [ ] [ ] [ ]

3. To elect Richard R. Royall as director [ ] [ ] [ ]

4. To ratify the appointment of McManus & Co., [ ] [ ] [ ]
P.C. as the Company's independent public
accountants.

5. To adopt the Amended and Restated [ ] [ ] [ ]
Articles of Incorporation.

The proxies are authorized to vote as they determine in their discretion
upon such other matters as may properly come before the meeting.

THIS PROXY WILL BE VOTED FOR THE CHOICE SPECIFIED. IF NO CHOICE IS
SPECIFIED FOR EACH ITEM, THIS PROXY WILL BE VOTED FOR THAT ITEM.

The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy
Statement.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.

DATED:_________________ ___________________________
[Signature]

___________________________
[Signature if jointly held]

___________________________
[Printed Name]

Please sign exactly as name appears on stock certificate(s). Joint owners
should each sign. Trustees and others acting in a representative capacity
should indicate the capacity in which they sign.