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
[ ] Definitive proxy statement the Commission only
[ ] Definitive additional materials (as permitted by Rule
[ ] Soliciting material pursuant to Rule 14a-12 14a-6(e)(2))

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

- --------------------------------------------------------------------------------
(Name of Person (s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

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

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

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

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

(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:

LIFEPOINT, INC.
1205 SOUTH DUPONT STREET
ONTARIO, CA 91761

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of
LifePoint, Inc.

The Annual Meeting of Stockholders of LifePoint, Inc. (the "Company")
will be held at the Ayres Suites Hotel located at 1945 East Holt Blvd, Ontario,
California 91764, on Wednesday, January 14, 2004 at 2:00 p.m. Pacific Standard
Time (the "Annual Meeting"), for the following purposes:

1. To elect (a) one Class A Director to serve for a term of one year in his
class and until his successor is duly elected and qualified and (b) two Class C
Directors, each to serve for a term of three years in his or her class and until
his or her successor is duly elected and qualified.

2. To approve an amendment to the Company's Amended and Restated Certificate of
Incorporation increasing the total number of shares of the Company's common
stock, $.001 par value per share (the "Common Stock"), authorized for issuance
by 100,000,000 shares, so that the total number of shares of Common Stock
authorized for issuance will be 350,000,000 shares.

3. To approve the adoption of the Company's 2003 Incentive Award Plan which
provides for 10,000,000 shares of Common Stock to be authorized for issuance
thereunder.

4. To ratify the appointment of Singer Lewak Greenbaum & Goldstein as
independent auditors of the Company for the fiscal year ending March 31, 2004.

5. To transact such other business as may come before the Annual Meeting or any
adjournment thereof.

Only stockholders of record at the close of business on Friday, December 12,
2003 are entitled to notice of, and to vote at, the Annual Meeting or any
adjournment thereof.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE DATE AND
SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. THE PROXY
MAY BE REVOKED IN WRITING PRIOR TO THE ANNUAL MEETING OR, IF YOU ATTEND THE
ANNUAL MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.

By Order of the Board of Directors

Donald W. Rutherford
Secretary

December 5, 2003

LIFEPOINT, INC.
1205 SOUTH DUPONT STREET
ONTARIO, CA 91761

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 14, 2004

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of LifePoint, Inc. (the "Company") of proxies to be
voted at the Company's Annual Meeting of Stockholders (the "Annual Meeting") to
be held on Wednesday, January 14, 2004, or at any adjournment thereof. The
purposes for which the Annual Meeting is to be held are set forth in the
preceding Notice of Annual Meeting. This Proxy Statement and the enclosed form
of proxy are first being mailed on or about December 18, 2003, to holders of
record of the Company's Common Stock, par value $.001 per share (the "Common
Stock"), and the Company's Series D Convertible Preferred Stock, par value $.001
per share (the "Series D Preferred Stock"), as of the close of business on
Friday, December 12, 2003 (the "Record Date"), which has been fixed as the
Record Date for the determination of the stockholders entitled to notice of, and
to vote at, the Annual Meeting.

VOTING RIGHTS

Only holders of record of Common Stock and Series D Preferred Stock at
the close of business on the Record Date will be entitled to notice of and to
vote at the Annual Meeting. On the Record Date, December 12, 2003, 43,289,659
shares of the Common Stock were issued, outstanding and entitled to vote. Each
holder of Common Stock of record is entitled to cast, in person or by proxy, one
vote for each share of the Common Stock held by such stockholder as of the close
of business on the Record Date. On the Record Date, 11,813 shares of the Series
D Preferred Stock were issued, outstanding and entitled to vote. Each holder of
Series D Preferred Stock of record is entitled to that number of votes equal to
the largest number of whole shares of Common Stock into which such holder's
shares of Series D Preferred Stock could be converted; provided, however, no
holder of Series D Preferred Stock is entitled to convert any shares of Series D
Preferred Stock into Common Stock if it would result in such holder or any of
its affiliates together beneficially owning more than 4.99% of the outstanding
shares of Common Stock, except with respect to the General Conference
Corporation of Seventh-day Adventists, Jonathan J. Pallin and St. Cloud
Investments Ltd., who previously waived this limitation prior to it becoming
binding upon them. As such, the holders of Series D Preferred Stock will be
entitled to cast, in person or by proxy, an aggregate of 28,088,407 votes as of
the close of business on the Record Date.

A plurality of the votes cast of the holders of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting shall
be necessary to elect the nominated directors (i.e., Proposal One). The
affirmative vote of the holders of a majority of the outstanding shares entitled
to vote at the Annual Meeting shall be necessary to approve the amendment to the
Company's Amended and Restated Certificate of Incorporation (i.e., Proposal
Two). The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting shall
be necessary to approve the adoption of the Company's 2003 Incentive Award Plan
and the selection of the independent auditors (i.e., Proposals Three and Four).

A majority of the shares entitled to vote, present in person or
represented by proxy, constitutes a quorum at the Annual Meeting. Abstentions
and broker non-votes will be counted for the purpose of determining a quorum.
With respect to Proposal Two, abstentions and broker non-votes will have the
same effect as negative votes. With respect to Proposals Three and Four,
abstentions and broker non-votes will not be counted as a vote for or against
these Proposals.

Proxies will be voted as indicated in this Proxy Statement and the
enclosed proxy. Shares presented by properly executed proxies, if received in
time, will be voted in accordance with any specifications made therein. A proxy
may be revoked by delivering a written notice of revocation to the Company
(Attention: Donald W. Rutherford, Secretary) at its principal executive office
or in person at the Annual Meeting, or by a subsequently dated proxy, at any
time prior to the voting thereof. Attendance at the Annual Meeting will not, by
itself, revoke a proxy. The principal executive office of the Company is located
at 1205 South Dupont Street, Ontario, CA 91761.

Rules 576 and 577 of the American Stock Exchange (the "AMEX"), on
which exchange the Common Stock has been traded since April 19, 2000, permit a
member firm to vote for each of the four proposals submitted to the stockholders
for a vote if the member firm holds the shares of the Common Stock for a
beneficial owner and receives no instructions to the contrary by the tenth day
before the Annual Meeting, provided that the beneficial owner has received the
proxy material at least 15 days before the Annual Meeting.

Rules 451 and 452 of the New York Stock Exchange, Inc. (the "NYSE")
permit a member firm to vote for each of the four proposals submitted to the
stockholders for a vote if the member firm holds the shares of the Common Stock
for a beneficial owner and receives no instructions to the contrary by the tenth
day before the Annual Meeting. In the event of a conflict between the AMEX and
the NYSE Rules in their application to the Company, the AMEX Rules will govern
the member firm.

The Company, nevertheless, urges each beneficial owner to instruct the
member firm which holds of record the stockholder's shares of the Common Stock
to vote in favor of the four proposals submitted to the stockholders for a vote.

A stockholder shall have no right to receive payment for his, her or
its shares as a result of stockholders' approval of any proposal in the Notice
of Annual Meeting.

Each of the persons who has served as a director or as an executive
officer of the Company since April 1, 2002 (i.e., the beginning of the last
fiscal year of the Company), including the persons nominated for election as
Class A and Class C Directors at the Annual Meeting, has no substantial
interest, direct or indirect, by security holdings or otherwise, in any of the
proposals submitted to a vote at the Annual Meeting (as described in the seventh
preceding paragraph), other than, if he or she is the nominee for election as a
Class A or Class C Director, in the election of himself or herself as a Class A
or Class C Director (i.e., Proposal One), and in the award of stock options and
restricted stock grants pursuant to the 2003 Incentive Award Plan (i.e.,
Proposal Three).

PROPOSAL ONE: ELECTION OF ONE CLASS A DIRECTOR AND TWO CLASS C DIRECTORS

BACKGROUND AND COMPOSITION OF THE BOARD OF DIRECTORS

At the Annual Meeting of Stockholders held on August 25, 2000, the
stockholders approved, and the Company subsequently filed, an Amendment to the
then Restated Certificate of Incorporation of the Company (1) which provided for
the election of directors by classes and (2) which fixed the number of directors
at not less than three nor more than nine. In addition, at such meeting the
stockholders elected (1) Peter S. Gold as the Class A Director to serve for one
year (i.e., until the Annual Meeting of Stockholders in 2001) and until his
successor was duly elected and qualified; (2) each of Paul Sandler and Stan
Yakatan as a Class B Director to serve for two years (i.e., until the Annual
Meeting of Stockholders in 2002) and until his successor was duly elected and
qualified; and (3) each of Charles J. Casamento and Linda H. Masterson as a
Class C Director to serve for three years (i.e., until the Annual Meeting of
Stockholders in 2003) and until his or her successor was duly elected and
qualified.

At the Annual Meeting of Stockholders held on September 7, 2001, Mr.
Gold was re-elected as a Class A Director to serve for three years (i.e., until
the Annual Meeting of Stockholders in 2004) and until his successor was duly
elected and qualified. On July 9, 2002, the Board increased the number of
directors from five to six and elected Roger G. Stoll to fill the vacancy
created by such increase. As required by the Company's then Restated Certificate
of Incorporation, Dr. Stoll was elected to serve only until Annual Meeting of
Stockholders in 2002. At the Annual Meeting of Stockholders held on November 12,
2002, Dr. Stoll was elected as a Class A Director to serve for two years (i.e.,
until the Annual Meeting of Stockholders in 2004) and until his successor was
duly elected and qualified. Also at the Annual Meeting of Stockholders held on
November 12, 2002, Messrs. Sandler and Yakatan were re-elected as Class B
Directors to serve for three years (i.e., until the Annual Meeting of
Stockholders in 2005) and until his successor was duly elected and qualified.

In June 2003 in connection with the Company's private placement of
Series D Convertible Preferred Stock, the Company agreed to allow one of the
investors, New England Partners, to appoint a representative to serve on its
Board of Directors for one full term. New England Partners designated Nuno
Brandolini as its representative. Accordingly, in September 2003, the Board
increased the number of directors from six to seven and elected Nuno Brandolini
to fill the vacancy created by such increase. As required by the Company's
Amended and Restated Certificate of Incorporation, Mr. Brandolini was elected to
serve only until this Annual Meeting and until his successor is duly elected and
qualified.

In October 2003, Mr. Casamento notified the Board of Directors of his
intention to not stand for re-election as a Class C Director at the upcoming
Annual Meeting. Also in October 2003, Dr. Stoll resigned from the Board,
effective with the addition of a new Director to replace him. Both Dr. Stoll and
Mr. Casamento are CEO's of public companies, whose directors had requested that
they resign from all other outside boards. Following both departures, in
December 2003, the Board decreased the number of directors from seven to six and
elected M. Richard Wadley to fill the one remaining vacancy created by such
departures. As required by the Company's Amended and Restated Certificate of
Incorporation, Mr. Wadley was elected to serve only until this Annual Meeting
and until his successor is duly elected and qualified.

NOMINEES FOR ELECTION AS CLASS A DIRECTOR AND CLASS C DIRECTORS

The Board has nominated Mr. Wadley to be elected as a Class A Director,
such electee to join Mr. Gold in such Class, to serve until the Annual Meeting
of Stockholders in 2004 and until his successor is duly elected and qualified.

The Board has nominated Ms. Masterson and Mr. Brandolini to be elected
as Class C Directors to serve until the Annual Meeting of Stockholders in 2006
and until his or her successor is duly elected and qualified.

Proxies received in response to this solicitation, unless specified
otherwise, will be voted in favor of M. Richard Wadley as the Board's nominee
for election as a Class A Director and Linda H. Masterson and Nuno Brandolini as
the Board's nominees for election as the Class C Directors. Mr. Wadley is
currently serving as a Class A Director of the Company and Ms. Masterson and Mr.
Brandolini are currently serving as Class C Directors of the Company.

If any of Ms. Masterson, Mr. Wadley or Mr. Brandolini should not be
available for election as contemplated, the management proxy holders will vote
for a substitute designated by the current Board of Directors. In no event will
proxies be voted for more than one nominee for Class A Director or two nominees
for Class C Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH OF
THE NAMED NOMINEES TO SERVE AS DIRECTORS OF THE COMPANY.

The following table sets forth certain information, as of the Record
Date, concerning the Board's nominees for election as a Class A Director and the
Class C Directors of the Company and with respect to the three directors
continuing in office. The information as to age has been furnished to the
Company by the individual named. For information as to the shares of the Common
Stock beneficially owned by the nominees and each director continuing in office,
see the table under the caption "Security Ownership of Certain Beneficial
Holders and Management" elsewhere in this Proxy Statement.

YEAR FIRST TERM
NAME OF NOMINEE ELECTED POSITION AND OFFICES TO
OR DIRECTOR AGE DIRECTOR WITH THE COMPANY CLASS EXPIRE
- ----------- --- -------- ---------------- ----- ------

(1) Nominees:

M. Richard Wadley 2003 Director A 2004

Linda H. Masterson 52 1996 President, Chief Executive C 2006
Officer and Director

Nuno Brandolini 50 2003 Director C 2006

(2) Directors Continuing in office:

Peter S. Gold 79 1997 Director A 2004

Paul Sandler 62 1997 Director B 2005

Stan Yakatan 59 2000 Chairman B 2005
___________________

FAMILY RELATIONSHIPS OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

There are no family relationships among the directors (including the
nominees for election as the Class C Directors) and the executive officers of
the Company.

BUSINESS HISTORY OF DIRECTORS

(1) Nominee for re-election as a Class A Director

M. Richard Wadley was first elected as a director of the Company in
December 2003. Since 1999, Mr. Wadley has served as the Chief Executive Officer
of the Bayshore Group, a management and marketing consulting group focusing on
building businesses through effective strategic planning, marketing and
operational improvements, merger, acquisition, divestiture, and equity capital
generation. From 1993 to 1999, Mr. Wadley was the Chairman and Chief Executive
Officer of T-Chem Products, Inc., a leading private label cleaning products
company serving major retailers in the Western U.S. He currently serves on the
boards of private companies Legacy Interactive Inc. and Funosophy Inc. Mr.
Wadley has a B.S. in Business Management from Brigham Young University and an
M.B.A. from Northwestern University.

(2) Nominees for re-election as the Class C Directors

Linda H. Masterson has over 30 years' industry experience, over 20
years' experience in marketing, sales and business development in the medical
diagnostics, healthcare and biotechnology fields and extensive experience as a
senior manager. On May 31, 1996, she was elected a director of the Company and,
on July 31, 1996, she was named the President and the Chief Operating Officer of
the Company. On May 23, 1997, she became the Chief Executive Officer of the
Company (formally designated as such on May 26, 1997). On June 16, 2000, she was
elected as Chairman of the Board of the Company, a position she held until
August 4, 2003. From May 1994 until May 1996 when she became an employee of the
then parent of the Company, she was employed as the Executive Vice President of
Cholestech, Inc., a start-up diagnostic company, for which she developed and
restructured a business strategy. In November 1993, Ms. Masterson founded
Masterson & Associates, a company of which she was the President and owner until
she joined Cholestech, Inc., which was engaged in the business of providing
advice to start-up companies, including the preparation of technology and market
assessments and the preparation of strategic business plans for biotech, medical
device, pharmaceutical and software applications companies. From April 1992 to
November 1993, Ms. Masterson was employed as the Vice President of Marketing and
Sales of BioStar, Inc., a start-up biotech company focused on the
commercialization of a new detection technology applicable to both immunoassay
and hybridization based systems. From 1989 to 1992, she was employed as the
Senior Vice President of Marketing, Sales and Business Development by Gen-Probe,
Inc., a specialized genetic probe biotechnology company focused on infectious
diseases, cancer and therapeutics. Prior to 1989, Ms. Masterson was employed for
12 years in various domestic and international marketing and sales positions at
Johnson & Johnson, Inc., Baxter International Inc. and Warner-Lambert Company.
Ms. Masterson has a B.S. in Medical Technology from the University of Rhode
Island and an M.S. in Microbiology/ Biochemistry from the University of Maryland
and attended the Executive Advanced Management Program at the Wharton School of
Business at the University of Pennsylvania.

Since 1995, Nuno Brandolini has served as Chairman and Chief Executive
Officer of Scorpion Holdings, Inc. Prior to forming Scorpion Holdings, Mr.
Brandolini served as Managing Director of Rosecliff, Inc., a leveraged buyout
fund co-founded by Mr. Brandolini in 1993. Before joining Rosecliff, Mr.
Brandolini was a Vice President at Salomon Brothers, Inc., where he was an
investment banker involved in mergers and acquisitions in the Financial
Entrepreneurial Group. Mr. Brandolini has also worked for Lazard Freres in New
York and was President of the Baltheus Group, a merchant banking firm, and
Executive Vice President of Logic Capital Corp., a venture capital firm. He
currently serves on the boards of private and public companies such as Arabella,
Pac Pizza LLC, Cheniere Energy, Inc., The Original San Francisco Toymakers and
WalkAbout Computers. Mr. Brandolini was awarded a law degree by the University
of Paris and received an M.B.A. from the Wharton School.

(3) Directors continuing in office

Peter S. Gold was first elected as a director of the Company on
December 5, 1997. He retired in 1990 as the Chairman and the Chief Executive
Officer of Price Pfister, Inc., the largest manufacturer of faucets in the
world. Mr. Gold did a leveraged buyout and purchased Price Pfister in 1983. He
subsequently took the company public in 1987 and sold it in 1988. Price Pfister
is now owned by The Black & Decker Corporation. Mr. Gold is a Director Emeritus
of The Home Depot, Inc. Mr. Gold is the Chairman of the Board of Trustees of
Pitzer College (Claremont College), Claremont, California, and a member of the
Board of Trustees of the City of Hope. Mr. Gold received a Doctor of Humane
Letters from Pitzer College, Claremont, California, and received a law degree at
Southwestern University, Los Angeles, California.

Paul Sandler was first elected as a director of the Company on December
5, 1997. He is a Board Certified pediatric nephrologist at the Arizona Kidney
Disease & Hypertension Center in Phoenix, Arizona. Additionally, Dr. Sandler is
the Medical Director at the Walter Boswell Memorial Hospital, the Phoenix
Artificial Kidney Center, the South Phoenix Dialysis Center, the South Mountain
Dialysis Services and the Phoenix Memorial Hospital PPG. Dr. Sandler was a
fellow at Albert Einstein College of Medicine in New York City, and received his
post-graduate training at Kings County Hospital, New York City. Dr. Sandler
received his M.D. at the State University of New York and his B.A. from Emory
University.

Stan Yakatan was first elected as a director of the Company on June 16,
2000. Mr. Yakatan has been the Chairman of the Board of Directors of the Company
from August 2003 to the present. During the past ten years, he has dedicated his
career to helping establish new companies in conjunction with venture capital
firms throughout the world on a project assignment basis, particularly in
medical device, biotechnology, biopharmaceutical and hi-technology companies.
Mr. Yakatan also has extensive experience in sales, marketing and business
development and as a senior manager in a variety of diagnostic, biotechnology
and pharmaceutical companies. Since May 1999, he has served as the Chairman,
President and Chief Executive Officer of Katan Associates, which furnishes
advisory services to its clients on strategic planning, marketing, business
development and other matters and assists its clients in obtaining financing.
Since July 1994, he has served as a consultant to Medical Science Partners, an
international healthcare venture fund, and as a member of the investment
committee of BioCapital, another healthcare venture fund. From May 1996 to May
1999, he served as the Chairman, President and Chief Executive Officer of
Quantum Biotechnologies (now Obiogene), which develops products for the
molecular biology research market. From September 1994 to December 1995, he
served as the President and Chief Executive Officer of CryoSurge, a
development-stage medical device company. From July 1969 to July 1994, he
advanced from a sales representative to managerial positions to executive
officer positions with Sandoz, Inc., New England Nuclear, E.I. Dupont de Nemours
& Co., ICN Pharmaceuticals Inc., New Brunswick Scientific, Inc., Unisyn
Technologies, Inc., Proteine Performance and Cystar, Inc. Mr. Yakatan received
his M.B.A. from the Wharton School of Business of the University of
Pennsylvania.

DIRECTORSHIPS ON OTHER PUBLIC COMPANIES

Peter S. Gold currently serves as a director of Arden Realty, Inc., the
common stock of which is traded on the NYSE. Nuno Brandolini currently serves as
a director and a member of the audit and compensation committees of Cheniere
Energy, Inc., the common stock of which is traded on the American Stock
Exchange.

Linda H. Masterson, Paul Sandler, M Richard Wadley and Stan Yakatan do
not currently serve on any board other than the Company with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or subject to the reporting requirements
of Section 15(d) of the Exchange Act or any company registered as an investment
company under the Investment Company Act of 1940, as amended.

COMMITTEES AND BOARD MEETINGS

The Board has three standing committees: Audit, Compensation and
Nominating, the first two of which were created on December 5, 1997 and the
third of which was created on February 26, 1999.

Messrs. Brandolini, Sandler and Yakatan currently serve on the Audit
Committee, with Mr. Yakatan serving as the Chairperson. All of such persons are
"independent" as such term is defined in Section 121(A) of the AMEX's listing
standards. The Audit Committee recommends annually to the Board the independent
auditors to be retained by the Company, subject to stockholders' ratification,
reviews the scope and procedures to be followed in the conduct of audits by the
independent auditors, reviews the annual and quarterly financial reports and
reviews various reports and recommendations with respect to internal controls
and any significant changes in accounting. See "Report of the Audit Committee"
elsewhere in this Proxy Statement.

On October 17, 2003, the Audit Committee adopted an Amended and
Restated Charter for the Audit Committee, a copy of which is included as Exhibit
A to this Proxy Statement.

Messrs. Brandolini, Sandler and Gold currently serve on the
Compensation Committee, with Mr. Brandolini serving as the Chairperson. The
Compensation Committee approves the remuneration of key officers of the Company,
reviews and recommends to the Board of Directors changes in the Company's stock
benefit and executive, managerial or employee compensatory and benefit plans or
programs and administers stock option plans and, when adopted, restricted stock
or similar plans of the Company. See "Report of the Compensation Committee on
Executive Compensation" elsewhere in this Proxy Statement.

Messrs. Wadley, Gold and Yakatan currently serve on the Nominating
Committee, with Mr. Wadley serving as the Chairperson. The Nominating Committee
will recommend to the Board, among other matters, nominees for election or
re-election as directors of the Company, including screening any nomination
received from a stockholder, director or officer of the Corporation, criteria
relating to tenure and retention of directors, changes in directors'
compensation, appointments to committees and procedures as to management
succession.

All members of the three Committees serve on no more than two
Committees.

If a stockholder has a recommendation as to a nominee for election as a
director, such stockholder should make his, her or its recommendation in writing
addressed to M. Richard Wadley, as the Chairperson of the Nominating Committee,
at the Company's address shown in the heading to this Proxy Statement, giving
the business history and other relevant biographical information as to the
proposed nominee and the reasons for suggesting such person as a director of the
Company. The Nominating Committee will then promptly review the recommendation
and advise the stockholder of its conclusion and, if a rejection, the reasons
therefor.

During the fiscal year ended March 31, 2003 ("fiscal 2003"), the Board
held eight meetings, the Audit Committee held five meetings, the Compensation
Committee held four meetings and acted by unanimous written consent on one
occasion, and the Nominating Committee did not meet.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table contains certain information relating to the
executive officers of the Company as of the Record Date:

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

Linda H. Masterson 52 President, Chief Executive Officer and a
Director
Thomas J. Foley 63 Senior Vice President, Research and
Development
Donald W. Rutherford 63 Chief Financial Officer and Secretary

Each officer of the Company is elected by the Board of Directors to
serve at the discretion of the Board.

BUSINESS HISTORY OF EXECUTIVE OFFICERS

For information as to the business history of Ms. Masterson, see the
section "Business History of Directors" elsewhere in this Proxy Statement.

Thomas J. Foley has over 35 years' experience in the medical diagnostic
industry. He was elected as Vice President, Research and Development of the
Company effective March 9, 1998 and his title was changed to Senior Vice
President, Research and Development on March 12, 1999. From November 1997 to
March 1998, he was a consultant to various medical diagnostic companies. From
November 1994 to November 1997, he served as the Executive Vice President of
Business and Product Development at HiChem/Elan Diagnostics ("HiChem"), where he
managed research and development, regulatory affairs (including submissions to
the Food and Drug Administration), strategic and business planning, technology
assessment for acquisitions and manufacturing operations. Prior to joining
HiChem in November 1994, Dr. Foley was the Vice President of Research and
Development at Hycor Biomedical, Inc. ("Hycor"), where he was responsible for
research and development of all products, including drugs of abuse products,
over an eight-year period from May 1986 to November 1994. Prior to Hycor, Dr.
Foley was the Vice President of Research and Development at Gilford Instruments
from 1983 to 1986 and Worthington Diagnostics from 1981 to 1983. Prior to
Worthington Diagnostics, Dr. Foley worked at Beckman Instruments, Inc.
("Beckman") and was the reagents product development manager for the Astra, one
of Beckman's most successful product lines. Dr. Foley has a Ph.D. in
Biochemistry from Trinity College, Dublin.

Donald W. Rutherford, with over 30 years' experience, was appointed
Chief Financial Officer of the Company in April 2003. Mr. Rutherford is a
partner with Tatum CFO Partners LLP and since 1999 he has provided CFO services
to a number of client companies. From 1995 to 1999, Mr. Rutherford served as
Chief Financial Officer of USGT Resources Inc., a natural gas marketer and asset
manager. From 1988 to 1995 he served as Chief Financial Officer of General
Automation, Inc., a developer and manufacturer of computer hardware and software
with a number of international subsidiaries. From 1995 to 1998, he served as
Vice President Finance for the Sales Division of Micom Systems, Inc. Mr.
Rutherford is both a Chartered Accountant and a professional engineer with a
BASc in Industrial Engineering from the University of Toronto.

PROPOSAL TWO: APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION INCREASING THE TOTAL NUMBER OF SHARES OF COMMON
STOCK AUTHORIZED FOR ISSUANCE

The Company has issued and outstanding on a fully diluted basis
approximately 95% of the presently authorized 250,000,000 shares of Common Stock
of the Company. In December 2003, the Board of Directors approved an amendment,
subject to stockholder approval, to the Company's Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation") increasing the
total number of shares of Common Stock authorized for issuance by 100,000,000
shares, so that the total number of shares of Common Stock authorized for
issuance will be 350,000,000 shares. The proposed increase in the number of
shares of Common Stock authorized for issuance will provide the Company with the
flexibility necessary to enable it to: (a) raise additional capital through one
or more public offerings or private placements of shares of Common Stock or
options, warrants, convertible debt, convertible preferred stock, or other
securities exercisable or convertible into shares of Common Stock; (b) acquire
additional assets or businesses by using shares of Common Stock for a portion of
or all of the consideration paid to the sellers; (c) repay existing indebtedness
by issuing shares of Common Stock in lieu of cash; or (d) attract and retain
directors, officers, and key employees and motivate such persons to exert their
best efforts on behalf of the Company by issuing options to acquire shares of
Common Stock. The Board of Directors believes that the number of shares of
Common Stock currently authorized for issuance is not adequate to provide a
sufficient number of shares for transactions such as those described above as
and when they may arise in the future. Accordingly, the Board of Directors
believes that the proposed amendment to the Certificate of Incorporation is
appropriate and in the best interests of the Company and its stockholders
generally.

While the Board of Directors believes it important that the Company
have the flexibility that would be provided by having available additional
authorized Common Stock, the Company does not now have any commitments,
arrangements or understandings which would require the issuance of such
additional shares of Common Stock. The availability of additional authorized
Common Stock would simply permit the Board of Directors to respond in a timely
manner to future opportunities and business needs of the Company as they may
arise and would avoid the possible necessity and expense of a special meeting of
stockholders to increase the authorized Common Stock.

If the authorized shares of Common Stock are increased as proposed, the
authorized shares of Common Stock would be available for issuance from time to
time upon such terms and for such purposes as the Board of Directors may deem
advisable without further action by the Company's stockholders except as may be
required by law or the rules of any stock exchange on which the Common Stock may
be listed. Such an issuance may decrease or increase the book value per share of
Common Stock presently issued and outstanding, depending upon whether the
consideration paid for such newly issued shares is less or more than the book
value per share of the Common Stock prior to such issuance. The issuance of
additional shares of Common Stock could dilute the voting power and equity of
the holders of outstanding Common Stock and may have the effect of discouraging
attempts by a person or group to take control of the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION INCREASING THE TOTAL NUMBER OF SHARES OF
COMMON STOCK AUTHORIZED FOR ISSUANCE.

PROPOSAL THREE: APPROVAL OF THE COMPANY'S 2003 INCENTIVE AWARD PLAN

In December 2003, the Board of Directors adopted the 2003 Incentive
Award Plan (the "Plan"), subject to the receipt of stockholder approval of the
Plan at the Annual Meeting. The principal terms of the Plan are summarized
below. The following summary is qualified in its entirety by the full text of
the Plan, a copy of which is included as Exhibit B to this Proxy Statement. You
are encouraged to read the Plan carefully. Capitalized terms used in the summary
are used as defined in the Plan.

SUMMARY DESCRIPTION OF THE PLAN

The principal purposes of the Plan are to provide incentives for the
Company's key employees and those of the Company's subsidiaries, and for the
Company's consultants and independent directors, through the granting of
options, restricted stock and deferred stock, thereby stimulating their personal
and active interest in the Company's development and financial success, and
inducing them to remain in the Company's employ.

AWARDS. The Plan authorizes stock options, restricted stock and
deferred stock. The Plan retains the flexibility to offer competitive incentives
and to tailor benefits to specific needs and circumstances. Generally, an option
will expire, or other award will vest, not more than 10 years after the date of
grant.

ADMINISTRATION. The Plan will be administered by a committee appointed
by and serving at the pleasure of the Board, comprised solely of two or more
independent directors, each of whom is both a "non-employee director" as defined
by Rule 16b-3 promulgated under the Exchange Act and an "outside director" for
purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"). The appropriate acting body is referred to herein as the
"Administrator". The Administrator is currently the Compensation Committee of
the Board. The Company will pay all costs of administering the Plan. The Plan
indemnifies the Administrator for liability, loss, costs, damages, attorneys'
fees, and other expenses the Administrator may sustain or incur in connection
with administration of the Plan.

The Administrator conducts the general administration of the Plan in
accordance with its provisions. The Administrator has the power to:

o construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;
o adopt rules for the administration, interpretation and
application of the Plan that are consistent with the Plan; and
o interpret, amend or revoke any of the newly adopted rules of
the Plan.

Similarly, the Board determines the terms and conditions of, and
interprets and administers, the Plan for awards granted to the Company's
independent directors. The Board may exercise the rights and duties of the
Compensation Committee under the Plan, except for matters which under Rule 16b-3
of the Exchange Act or Section 162(m) of the Code are required to be determined
by the Committee.

The Compensation Committee may delegate from time to time some or all
of its authority to grants awards under the Plan to a committee consisting of
one or more members of the Compensation Committee or one of or more of the
Company's officers, except that the Compensation Committee may not delegate its
authority to grant awards to individuals who (a) are subject to Section 16(a) of
the Exchange Act, (b) are subject to Section 162(m) of the Code, or (c) are
officers delegated the authority by the Compensation Committee to grant awards.

ELIGIBILITY. Awards under the Plan may be granted to individuals who
are the Company's employees or consultants or employees of any of the Company's
present or future subsidiaries. In addition to the prescribed option grants
described elsewhere in this Proxy Statement under the heading "Compensation of
Directors", the Company's independent directors are eligible to receive options
and restricted stock under the Plan at the discretion of the Board. More than
one award may be granted to a Plan participant. Currently, there are five
independent directors and approximately 42 of the Company's officers and
employees and those of the Company's subsidiaries considered eligible to receive
awards under the Plan, subject to the power of the Administrator to determine
eligible persons to whom awards will be granted.

TRANSFER RESTRICTIONS. Awards under the Plan are not transferable by
the recipient other than by will or the laws of descent and distribution and are
generally exercisable, during the recipient's lifetime, only by him or her; any
amounts payable or shares issuable pursuant to an award will be paid only to the
recipient or the recipient's beneficiary or representative.

LIMITS ON AWARDS; AUTHORIZED SHARES. The shares of stock subject to the
Plan shall be the Company's common stock, par value $0.001 (the "Common Stock").
Under the Plan, the aggregate share limit is equal to 10,000,000 shares of
Common Stock. In addition, the maximum number of shares of Common Stock subject
to options, restricted stock and deferred stock which may be granted to any
individual during any calendar year during the term of the Plan is 5,000,000
shares.

The Plan will not limit the authority of the Board or the Administrator
to grant awards or authorize any other compensation, with or without reference
to the shares of Common Stock, under any other plan or authority.

STOCK OPTIONS. An option is the right to purchase shares of Common
Stock at a future date at a specified price (the "Option Price"). The Option
Price per share may be no less than 85% of the fair market value of a share of
Common Stock on the date of grant, except that the Option Price for an incentive
stock option may not be less than 100% of the fair market value of a share of
Common Stock on the date of grant.

An option may either be an incentive stock option or a nonqualified
stock option. Incentive stock option benefits are taxed differently from
nonqualified stock options, as described under "Federal Income Tax Treatment of
Awards under the Plan" below. Incentive stock options are also subject to more
restrictive terms and are limited in amount by the Code and the Plan. Full
payment for shares purchased on the exercise of any option must be made at the
time of such exercise in the manner described below under "Miscellaneous Terms."

RESTRICTED STOCK AWARDS. A restricted stock award is an award typically
for a fixed number of shares of Common Stock subject to restrictions. The
Administrator specifies the price, if any, the participant must pay for such
shares of Common Stock and the restrictions (which may include, for example,
continued service only and/or performance standards) imposed on such shares.

DEFERRED STOCK. Deferred stock may be awarded to participants in the
Plan, typically without payment of consideration, but subject to vesting
conditions based upon a vesting schedule or performance criteria established by
the Administrator. Unlike restricted stock, deferred stock will not be issued
until the deferred stock award has vested, and recipients of deferred stock
generally will have no voting or dividend rights prior to the time the vesting
conditions are satisfied.

PERFORMANCE AWARDS. Awards granted under the Plan intended to qualify
as "performance based" compensation under Section 162(m) of the Code may vest or
be payable upon attainment of objective performance goals that are established
by the Administrator and relate to one or more performance criteria, in each
case on specified date or over any period determined by the administrator and
subject to all applicable requirements of Section 162(m) of the Code. The
performance criteria upon which such awards may be made include the following
business criteria with respect to the Company, any of the Company's subsidiaries
or any division or operating unit of the Company or any of the Company's
subsidiaries: (a) net income, (b) pre-tax income, (c) operating income, (d) cash
flow, (e) earnings per share, (f) return on equity, (g) return on invested

capital or assets, (h) cost reductions or savings, (i) funds from operations,
(j) appreciation in the fair market value of Common Stock, (k) operating profit,
(l) working capital and (m) earnings before any one or more of the following
items: interest, taxes, depreciation or amortization. Such performance goals
also may be based on the achievement of the specified levels of performance
under one or more of the measures described above relative to the performance of
one or more other corporations.

TERMS OF OPTION GRANTS TO INDEPENDENT DIRECTORS. Under the Plan, the
Company's independent directors are eligible to receive nonqualified stock
options in the discretion of the Administrator and as described elsewhere in
this Proxy Statement under the heading "Compensation of Directors". Options
granted to the Company's independent directors will have a 10 year term at an
Option Price per share equal to 100% of the fair market value of a share of
Common Stock on the grant date. No option granted to an independent director may
be exercised after the first to occur of the following events: (a) the
expiration of 12 months from the date of the independent director's death, (b)
the expiration of 12 months from the date of the independent director's
termination of directorship by reason of permanent and total disability, (c) the
expiration of 3 months from the date of the independent director's termination
of directorship for any other reason, unless the independent director dies
within the 3 month period or (d) the expiration of the 10 year term of the
option.

MISCELLANEOUS TERMS OF AWARDS. The dates on which options or other
awards under the Plan first become exercisable and on which they expire will be
set forth in individual award agreements setting forth the terms of the awards.
Restricted stock granted under the Plan which has not vested generally will be
subject to repurchase by the Company upon the participant's termination of
employment, directorship or consultancy, although the Administrator may make
exceptions, based on the reason for termination or on other factors, in the
terms of an individual restricted stock agreement.

An option may be exercised for any vested portion of the shares subject
to the option until the option expires. Only whole shares of Common Stock may be
purchased. An option may be exercised by full cash payment for the shares in the
form of cash or a check payable to the Company in the amount of the aggregate
option exercise price. However, the Administrator may in its discretion:

o allow payment through the delivery of shares of Common Stock
already owned by the optionee;
o allow payment through the delivery of property of any kind
which constitutes good and valuable consideration;
o allow payment through the delivery of a notice that the
optionee has placed a market sell order with a broker with
respect to shares of Common Stock then issuable on exercise of
the option, and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the
Company in satisfaction of the option exercise price; or
o allow payment through any combination of the foregoing.

Payment in any of the manners described above will not be permitted to
the extent the Administrator determines that payment in such manner may result
in an extension or maintenance of credit, an arrangement for the extension of
credit, or a renewal of an extension of credit in the form of a personal loan to
for any of the Company's directors or executive officers that is prohibited by
Section 13(k) of the Exchange Act or other applicable law.

The Plan requires participants to discharge tax withholding obligations
in connection with the exercise of any option or other award granted under the
Plan, the lapse of restrictions on restricted stock, or the issuance of any
deferred stock, as a condition to the issuance or delivery of stock or payment
of other compensation pursuant thereto. Shares held by, or to be issued to, a
participant may also be used to discharge tax withholding obligations related to
exercise of options or receipt of other awards, subject to the discretion of the
Administrator to disapprove this use.

ACCELERATION OF AWARDS; POSSIBLE EARLY TERMINATION OF AWARDS. If there
is any dividend or other distribution, recapitalization, reclassification, stock
split, reorganization, merger, consolidation, spin-off, combination, repurchase,
liquidation, dissolution or sale, transfer, exchange or other disposition of all
or substantially all of the Company's assets, or other similar corporate event
affecting the Common Stock, the Administrator:

o will appropriately adjust the aggregate number of shares of
Common Stock subject to the Plan, the number of shares of
Common Stock subject to outstanding options and other awards,
and the price per share of outstanding options and other
awards;
o may provide for the purchase of any option or other award for
an amount of cash equal to the amount that could have been
attained upon the exercise of such option or other award or
realization of the grantee's rights had such option or other
award been currently exercisable or payable or fully vested;
o may provide for any outstanding unexercised rights under any
awards shall be terminated if not exercised prior to such
event;
o for a specified period of time prior to such transaction or
event, may provide that all options or other awards shall be
exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in the Plan;
o may provide that any restrictions imposed on restricted stock
and deferred stock may be terminated and, in the case of
restricted stock, some or all of the shares of restricted
stock may cease to be subject to repurchase by the Company; or
o may provide that any surviving corporation shall assume any
awards outstanding under the Plan or shall substitute similar
awards for those outstanding under the Plan.

None of the foregoing discretionary terms will be permitted with
respect to options granted to directors to the extent such action would be
inconsistent with Rule 16b-3. Further, no adjustments will be made to any
incentive stock options or options intended to qualify as performance-based
compensation under Section 162(m) to the extent such adjustment would cause the
Plan to violate Section 422 of the Code or the option to fail to qualify under
Section 162(m) of the Code.

TERMINATION OF OR CHANGES TO THE PLAN. The Administrator may amend or
terminate the Plan at any time and in any manner, but in no event may incentive
stock options be granted under the Plan after the expiration of 10 years from
the date the Plan is approved by the stockholders or adopted by the Board,
whichever is earlier. Unless required by applicable law, stockholder approval
for any amendment will not be required. Outstanding awards may be amended,
subject, however, to the consent of the holder if the amendment alters or
impairs the rights or obligations under the award or unless the award expressly
provides for such amendment.

SECURITIES UNDERLYING AWARDS. The market value of a share of Common
Stock as of December 1, 2003 was $0.47 per share. Upon receipt of stockholder
approval, the Company plans to register under the Securities Act of 1933, the
shares of Common Stock available under the Plan.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN.

The federal income tax consequences under current federal income tax
law are summarized in the following discussion which deals with the general tax
principles applicable to the Plan, and is intended for general information only.
In addition, the tax consequences described below are subject to the limitations
of Section 162(m) of the Code, as discussed in further detail below. Alternative
minimum tax and other federal taxes and foreign, state and local income taxes
are not discussed, and may vary depending on individual circumstances and from
locality to locality.

NONQUALIFIED STOCK OPTIONS. For federal income tax purposes, the
recipient of non-qualified stock options granted under the Plan will not have
taxable income upon the grant of the option, nor will the Company (or other
employer corporation) then be entitled to any deduction. Generally, upon
exercise of non-qualified stock options the optionee will realize ordinary
income, and the Company (or other employer corporation) will be entitled to a
deduction, in an amount equal to the difference between the option exercise
price and the fair market value of a share of Common Stock at the date of
exercise.

INCENTIVE STOCK OPTIONS. An optionee generally will not recognize
taxable income upon either the grant or exercise of an incentive stock option.
However, the amount by which the fair market value of the shares at the time of
exercise exceeds the exercise price will be an "item of tax preference" for the
optionee. Generally, upon the sale or other taxable disposition of the shares of
Common Stock acquired upon exercise of an incentive stock option, the optionee
will recognize income taxable as capital gains in an amount equal to the excess,
if any, of the amount realized in such disposition over the option exercise
price, provided that no disposition of the shares has taken place within either
(a) two years from the date of grant of the incentive stock option or (b) one
year from the date of exercise. If shares of Common Stock acquired upon exercise
of the incentive stock option are sold or otherwise disposed of before the end
of the one-year and two-year periods specified above, the difference between the

incentive stock option exercise price and the fair market value of the shares on
the date of exercise generally will be taxable as ordinary income; the balance
of the amount realized from such disposition, if any, generally will be taxed as
capital gain. If shares of Common Stock are disposed of before the expiration of
the one-year and two-year periods specified above and the amount realized is
less than the fair market value of the shares at the date of exercise, the
optionee's ordinary income generally is limited to the excess, if any, of the
amount realized in such disposition over the option exercise price paid. The
Company (or other employer corporation) generally will be entitled to a tax
deduction with respect to an incentive stock option only to the extent the
optionee has ordinary income upon sale or other disposition of the shares of
Common Stock acquired upon exercise of the option.

An option will only qualify as an incentive stock option to the extent
that the aggregate fair market value of the shares with respect to which the
option becomes exercisable for the first time in any calendar year is equal to
or less than $100,000. For purposes of this rule, the fair market value of
shares shall be determined as of the date the incentive stock option is granted.
To the extent an incentive stock option is exercisable for shares in excess of
this $100,000 limitation, the excess shares shall be taxable under the rules for
"Nonqualified Stock Options," described above.

RESTRICTED STOCK AND DEFERRED STOCK. A participant to whom restricted
stock is issued will not have taxable income upon issuance and the Company will
not then be entitled to a deduction, unless in the case of restricted stock an
election is made under Section 83(b) of the Code. However, when restrictions on
shares of restricted stock lapse, such that the shares are no longer subject to
repurchase by the Company, the participant will realize ordinary income and the
Company will be entitled to a deduction in an amount equal to the fair market
value of the shares at the date such restrictions lapse, less the purchase price
therefor. Similarly, when deferred stock vests and is issued to the participant,
the participant will realize ordinary income and the Company will be entitled to
a deduction in an amount equal to the fair market value of the shares at the
date of issuance. The Code does not permit a Section 83(b) election to be made
with respect to deferred stock.

SECTION 162(m). Under Section 162(m) of the Code, in general, income
tax deductions of publicly-traded companies may be limited to the extent total
compensation (including base salary, annual bonus, stock option exercises and
non-qualified benefits) for certain executive officers exceeds $1 million in any
one taxable year. However, under 162(m) of the Code, the deduction limit does
not apply to certain "performance-based" compensation established by an
independent compensation committee which conforms to certain restrictive
conditions stated under the Code and related regulations. The Plan has been
structured with the intent that options granted under the Plan may meet the
requirements for "performance-based" compensation and Section 162(m) of the
Code.

NEW PLAN BENEFITS

For information regarding options and restricted stock awards granted
to the Company's executive officers, see the material under the heading
"Executive Compensation" following this Proposal discussion.

In July and August 2003, the Compensation Committee and the Board
determined to grant shares of restricted stock to employees of the Company in
recognition of decreased pay and furloughs during 2003, and as an incentive for
continued employment through October 31, 2003. Therefore, subject to approval of
the Plan by the Company's stockholders, the Company shall grant the awards of
restricted stock to the employees of the Company set forth below effective as of
the date stockholder approval of the Plan is obtained (I.E., the date of the
Annual Meeting, January 14, 2004). The restricted stock awards set forth below
will be granted in recognition of prior services rendered by the recipient to
the Company and the recipient will not be required to pay any amount to the
Company in consideration for such award of restricted stock. Under the terms of
the awards, shares of restricted stock will not be transferable by the recipient
until July 24, 2004. The shares of restricted stock set forth below will not be
subject to forfeiture upon termination of a recipient's employment with the
Company and will not be subject to any additional restrictions, other than the
restrictions on transferability described in the preceding sentence. If
stockholder approval of the Plan is not obtained, the awards of restricted stock
listed below will not be made.

The dollar value of the restricted stock awards set forth above will be
based on the closing price of a share of Common Stock on the date of grant,
which is expected to be the date of the Annual Meeting (I.E., January 14, 2004).
The market value of a share of Common Stock as of DECEMBER 5, 2003 was $0.45 per
share.

NEW PLAN BENEFITS
2003 INCENTIVE AWARD PLAN
- --------------------------------------------------------------------------------
Number of Shares of
Name and Position Restricted Stock
- ----------------- ----------------

Linda H. Masterson 153,462
Chief Executive Officer

Thomas J. Foley 60,123
Senior Vice President,
Research and Development

- --------------------------------------------------------------------------------
Total Executive Group 213,585
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Non-Executive Director Group 0
- --------------------------------------------------------------------------------

Ted Bair 50,322
Senior Technician

Jennifer Bowden 26,310
Production Associate

Valerie Brown 37,245
former Manager Document Control*

Christine Cartwright 18,255
Receptionist

Michele Clark 30,385
former Controller*

Josie Cunningham 47,420
Technical Service Manager

Lucy Diaz 26,310
Production Associate

Mickey Edwards 53,940
Vice President, Sales/Marketing

Jim Fisk 44,242
Manager, IT

Theresa Ford 72,039
Vice President, Sales/Marketing

George French 28,590
Senior Associate

Russ Gregorie 23,349
Senior Buyer

Elias Medina 26,310
Senior Associate

Martina Morimoto 28,590
Lead, Associate

Tonnu Phuong 38,414
Chemist II

Caesar Ramos 29,280
Technician

Mario Salas 12,336
Production Associate

Val Shirley 25,992
Lead Production

David Smith 41,987
Director of Engineering

Robin Starnes 41,425
Director of Human Resources

Robert Tighe 37,059
Senior Technician

Florence Todorovich 26,310
Production Associate

Tony Tusak 33,322
Chemistry

- --------------------------------------------------------------------------------
Total Non-Executive Officer 731,802
Employee Group
- --------------------------------------------------------------------------------
Total Number of Shares Subject to 945,387
Restricted Stock Awards
- --------------------------------------------------------------------------------

* Ms. Brown and Ms. Clark ceased employment with the Company subsequent
to October 31, 2003.

Other than the restricted stock awards described above, the number,
amount and type of awards to be received by or allocated to eligible persons
under the Plan cannot be determined at this time and the Administrator has not
yet considered any other specific awards under the Plan.

The Compensation Committee believes stock option grants, restricted stock awards
and the other forms of equity based compensation issuable under the Plan are an
effective method of structuring compensation to focus on a longer term view of
our performance and to help to ensure that the employees' and the stockholders'
interests are aligned. Thus, in order to continue to provide proper incentives
to the Company's employees and to further align the interests of the employees
with the Company's stockholders, the Compensation Committee recommended the
adoption of the Plan by the Board.

The Compensation Committee has determined as part of the Company's executive
compensation program that the Company's Chief Executive officer, and each Senior
Vice President and Vice President, should have combined stock and stock option
positions representing 5%, 2% and 1% of the Company's outstanding shares of
Common Stock, respectively.

Accordingly, it is the Compensation Committee's present intention that
upon approval of the Stock Incentive Plan, additional stock option grants be
made to the Company's officers to reach these target ownership levels. Based
upon 43,289,659 shares of Common Stock outstanding as of December 1, 2003, and
taking into account the executives' current stock and stock option positions, it
is the Compensation Committee's present intention to grant to Ms. Masterson up
to 1, 217, 151 options, Mr. Edwards up to 329,582 options, Dr. Foley up to
167,898 options, Ms. Ford up to 125,000 options, and Mr. McNerney up to 7,897
options to purchase shares of Common Stock. Each stock option would have an
exercise price equal to the fair market value on the date of the grant, and
vesting would be dependent upon attainment of performance goals or the routine
vesting used by the Company. Each stock option have a term of ten years. It is
the Compensation Committee's present intention that thereafter as additional
shares of Common Stock become outstanding (whether through conversion of
preferred stock, exercise of options or warrants or otherwise) it would grant
additional options to the executives to keep them at the target ownership
levels. Any such grants would, however, be subject to continued satisfactory
performance by the executive and would remain in all respects subject to the
discretion of the Compensation Committee, including without limitation as to the
number of any such options and timing of any grants.

Under the Plan, the Company's independent directors are eligible to
receive nonqualified stock options in the discretion of the Administrator and as
described elsewhere in this Proxy Statement under the heading "Compensation of
Directors".

RECOMMENDATION OF THE BOARD "FOR" THIS PROPOSAL

The Board believes that the Plan will promote the Company's interests
and its stockholders and continue to enable the Company to attract, retain and
reward persons important to its success and to provide incentives based on the
attainment of corporate objectives and increases in stockholder value.

THE BOARD OF DIRECTORS HAS APPROVED AND RECOMMENDS THAT THE
STOCKHOLDERS VOTE "FOR" THE PLAN.

PROPOSAL FOUR: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

As reported in the Company's Annual Report on Form 10-K for the fiscal
year ending March 31, 2003, Ernst & Young LLP, the Company's former independent
auditors, indicated that they would not stand for re-election at the Annual
Meeting. The Audit Committee then retained Singer Lewak Greenbaum & Goldstein
LLP to serve as the Company's independent auditors for the fiscal year ending
March 31, 2004 ("fiscal 2004").

The Board is seeking stockholder approval of the Audit Committee's
selection of Singer Lewak Greenbaum & Goldstein LLP as the Company's independent
auditors for the fiscal year ended March 31, 2004. The General Corporation Law
of the State of Delaware, under which law the Company was incorporated, does not
require the approval of the selection of independent auditors by the Company's
stockholders; however, in view of the importance of the financial statements to
stockholders, the Board of Directors deems it desirable that the Company's
stockholders pass upon the selection of auditors. In the event that stockholders
disapprove of the selection, the Audit Committee will consider the selection of
other auditors.

A representative of Singer Lewak Greenbaum & Goldstein LLP will be
present at the Annual Meeting. The Company has been informed that the
representative does not intend to make any statement to the stockholders at the
Annual Meeting, but will be available to respond to appropriate questions from
stockholders.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is comprised of three
non-employee directors and operates under a written charter adopted by the Board
of Directors on October 17, 2003 (the "Charter").

The Board of Directors has determined that each Committee member is
"independent" as such term is defined in Section 121(A) of the AMEX's listing
standards.

The current members of the Audit Committee are Nuno Brandolini, Paul
Sandler, and Stan Yakatan, with Mr. Yakatan serving as the Chairperson.

The Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management is responsible for the Company's
internal controls, financial reporting process and compliance with laws and
regulations and ethical business standards. The independent auditors are
responsible for performing an independent audit of the Company's consolidated
financial statements in accordance with generally accepted auditing standards
and to issue a report thereon. The Committee's responsibility is to monitor and
oversee these processes.

In this context, the Committee has discussed and reviewed with the
independent auditors all matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committees). The Committee
has met with the Company's independent auditors, with and without management
present, to discuss the overall scope of its audit, the results of its
examinations, its evaluations of the Company's internal controls and the overall
quality of its financial reporting. The Committee has also reviewed the
qualifications of the persons servicing the Company for the independent
auditors.

The Committee has received from the independent auditors a formal
written statement describing all relationships between the independent auditors
and the Company that might bear on the auditor's independence consistent with
Independence Standards Boards 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.

AUDIT FEES

Ernst & Young LLP, the Company's independent auditors in fiscal 2003,
billed $146,018 for professional services rendered for the audit of the
Company's annual financial statements for fiscal 2003.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

During fiscal 2003, Ernst & Young LLP did not, directly or indirectly,
operate, or supervise the operation of, the Company's information system or
manage the Company's local area network or design or implement for the Company a
hardware or software system that aggregates source data underlying the Company's
financial statements or generates information that is significant to the
Company's financial statements taken as a whole.

ALL OTHER FEES

Ernst & Young LLP billed $62,420 for services in connection with (a)
the preparation and filing of tax returns for fiscal 2003 and (b) the review of
registration statements filed by the Company in fiscal 2003 under the Securities
Act of 1933, as amended, which required the firm's consent to the audited
financial statements appearing in the Company's prior Form 10-K, which were the
only other services performed for the Company for fiscal 2003 other than those
described under the caption "Audit Fees." The Audit Committee has reviewed these
services and has concluded that they were compatible with maintaining the
independence of Ernst & Young LLP.

RECOMMENDATIONS

The Committee recommended to the Board of Directors that the Company's
audited financial statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2003 for filing with the Securities and
Exchange Commission. The Committee and the Board also have approved, subject to
stockholder ratification, the selection of Singer Lewak Greenbaum & Goldstein
LLP as the Company's independent auditors for the fiscal year ending March 31,
2004.

Submitted by the Audit Committee on December 5, 2003

Stan Yakatan, Chairman
Nuno Brandolini
Paul Sandler

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on a review of Forms 3 and 4 furnished to the Company
under Rule 16a-3(e) promulgated under the Exchange Act, with respect to fiscal
2003, the Company is not aware of any director or executive officer of the
Company who failed to file on a timely basis, as disclosed in such forms,
reports required by Section 16(a) of the Exchange Act.

As of March 31, 2003, i.e., the end of fiscal 2003, the General
Conference Corporation of Seventh-day Adventists (the "GCC") was the only
beneficial owner of 10% or more of the Common Stock known to the Company. The
GCC advised the Company that it made timely filings with respect to its
transactions in fiscal 2003.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 6, 2000 and June 16, 2000, the Compensation Committee
authorized that executive officers and senior staff designated as significant
employees, who were optionees under the LifePoint, Inc. 1997 Stock Option Plan
and the LifePoint, Inc. 2000 Option Plan, respectively, or who held common stock
purchase warrants could exercise an option or a warrant by delivering a
promissory note (the "Note") to the order of the Company. On December 15, 2000,
the Board of Directors authorized that an executive officer who had executed, or
who would in the future execute, a Note in payment of the exercise price for an
option or warrant could, at his or her election, surrender to the Company shares
of Common Stock to pay off the Note. The number of shares surrendered is
determined by taking the total principal on the Note plus all accrued interest
and dividing it by the Fair Market Value (as defined in the 2000 Option Plan) on
the date of surrender. On December 2, 2002 Linda H. Masterson, surrendered
424,586 shares to payoff Notes due to the Company totaling $897,500 in principal
and $36,588 in interest. Ms. Masterson has no further Notes due to the Company.
As of June 30, 2003, a single Note issued by former employee David J. Smith for
$15,000 was outstanding with a due date of September 14, 2006 and bearing
interest at the rate of 9%. All other Notes previously issued have been fully
repaid, including interest payments. Due to the recent changes enacted under The
Sarbanes-Oxley Act of 2002, the Company will accept no further Notes in favor of
the Company from executive officers covered by the Sarbanes-Oxley Act.

EMPLOYMENT AND SEVERANCE AGREEMENTS

There are no employment agreements currently in effect in the Company.

Pursuant to a Severance Agreement dated as of October 27, 1997 (the
"Masterson Severance Agreement") between the Company and Linda H. Masterson, in
the event that Ms. Masterson is terminated without cause (as defined in the
Masterson Severance Agreement), she will be paid severance pay in a lump sum
amount equal to her annual base salary that would have been paid to her had she
not been terminated during the period between the date of termination and

October 27, 2001. On August 1, 2001 the Board of Directors extended Ms.
Masterson's Severance Agreement for five years. On May 23, 2003, the Board of
Directors expanded Ms. Masterson's Severance Agreement to 18 months for a change
in control, and to be consistent with the Severance Agreements established for
the other senior managers as outlined below. On May 23, 2003 the Board of
Directors approved Severance Agreements in the event of a change of control for
Dr. Foley, senior vice-president of the Company and for four other members of
senior management. Under these agreements, the recipient would be eligible for
continuation of their salary and benefits for periods of from 6 to 12 months
dependant upon their length of service with the Company. In addition, all stock
options would immediately vest and the time period for the exercise of warrants
would be extended to two (2) years, unless the original expiration date of such
stock award or warrants are sooner, subject to the terms of the original
expiration date of such stock awards or warrants.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table provides certain summary information concerning
compensation paid or accrued by the Company during fiscal 2003 and the fiscal
years ended March 31, 2002 ("fiscal 2002") and 2001 ("fiscal 2001") to the sole
person who served as the Chief Executive Officer during fiscal 2003 and to the
other executive officers who served during fiscal 2003.

Annual Compensation Long Term Compensation
--------------------------------- -------------------------------------
Restricted Securities
Salary Other Annual Stock Underlying All Other
Name and Principal Position Year (5) Bonus Compensation Awards($) Options Compensation
- -----------------------------------------------------------------------------------------------------------------------

Linda H. Masterson 2003 $168,218 $ - $60,000(6) - 120,000 -
Chief Executive Officer 2002 $167,164 $ - $ - - 142,840 -
and President (1)(5) 2001 $184,673 $ - $ - - 120,000 -

Thomas J. Foley 2003 $132,081 $ - $ - - 60,000 -
Senior Vice President, Research 2002 $130,974 $ - $ - - 77,895 -
and Development(2)(5) 2001 $142,252 $ - $ - - 60,000 -

Donald C. Fletcher 2003 $118,208 $ - $ - - 42,330 -
Vice President, Operations (3)(5) 2002 $123,173 $ - $ - - 42,330 -
2001 $ 83,462 $ - $ - - 85,000 -

Michele A. Clark 2003 $ 90,075 $ - $ - - 30,000 -
Chief Accounting Officer, 2002 $ 83,406 $ - $ - - 41,395 -
Controller and Secretary (4)(5) 2001 $ 88,804 $ - $ - - 15,000 -
_____________________

(1) Ms. Masterson was elected the President of the Company effective August
1, 1996 and designated as its Chief Executive Officer on May 26, 1997.

(2) Dr. Foley was elected as Vice President, Research and Development
effective March 9, 1998 and his title was changed by the Board to
Senior Vice President, Research and Development on March 12, 1999.

(3) Mr. Fletcher was elected as Vice President, Operations on August 25,
2000. Mr. Fletcher resigned as Vice President, Operations on October
31, 2002.

(4) Ms. Clark was elected Chief Accounting Officer and Controller on April
16, 1999 and was elected Secretary on August 15, 2002. Ms. Clark
resigned from her executive officer positions on April 7, 2003, and
resigned from the Company on November 30, 2003.

(5) Ms. Masterson, Dr. Foley, Mr. Fletcher and Ms. Clark were subject to a
25% salary reduction for the period October 1, 2001 through March 31,
2002 and again from February 1, 2003 through July 14, 2003. Ms.
Masterson took no salary from March 21, 2003 through July 14, 2003, but
was later paid her deferred salary.

(6) Ms. Masterson received $60,000 for her relocation to Southern
California.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

On August 14, 1997, the Board of Directors adopted, subject to
stockholder approval, the 1997 Stock Plan providing for the granting of options
to purchase up to 1,000,000 shares of Common Stock to employees (including
officers) and persons who also serve as directors and consultants of the
Company. On June 5, 1998, the Board increased the number of shares subject to
the 1997 Option Plan to 2,000,000, again subject to stockholder approval.
Stockholder approval was given on August 13, 1998. The options may either be
incentive stock options as defined in Section 422 of the Code to be granted to
employees or nonqualified stock options to be granted to employees, directors or
consultants. On June 16, 2000, the Board of Directors adopted, and, on August
25, 2000, the stockholders approved, the Company's 2000 Stock Option Plan (the
"2000 Option Plan") which would permit the granting of options to purchase an
aggregate of 2,000,000 shares of Common Stock on terms substantially similar to
those of the 1997 Option Plan.

As of March 31, 2003, options to purchase an aggregate of 2,306,735
shares of the Common Stock granted to employees including officers, directors
and consultants were outstanding. As of such date, options to purchase an
aggregate of 851,741 shares of the Common Stock had been exercised and options
to purchase an aggregate of 1,037,343 shares of the Common Stock were then
exercisable. Options granted to date under both Option Plans have generally
become exercisable as to one-quarter of the shares subject thereto on the first
anniversary date of the date of grant and as to 1/36th of the remaining shares
on such calendar day each month thereafter for a period of 36 months. Certain
options will become exercisable upon the achievement of certain goals related to
corporate performance and not that of the optionee. The exercise price per share
for incentive stock options under the Code may not be less than 100% of the fair
market value per share of the Common Stock on the date of grant. For
nonqualified stock options, the exercise price per share may not be less than
85% of such fair market value. No option may have a term in excess of ten years.

The Company has not granted any options to consultants other than to
the two current members of its Scientific Advisory Board and the nine members of
its Substance Abuse Advisory Board, each receiving an option to purchase 10,000
shares. The Company will grant a similar option to any future member of the
Advisory Boards. For information on as to options granted to non-employee,
non-consultant directors, see the section "Compensation of Directors" under this
caption "Executive Compensation."

The Company has never granted any stock appreciation rights.

The following table contains information concerning the grant of
options during fiscal 2003 to the Chief Executive Officer of the Company and
other named executive officers whose compensation for fiscal 2003 is reported in
the Summary Compensation Table under this caption "Executive Compensation."

Individual Grants
Potential Realizable
Percentage of Value at Assumed
Number of Total Options Annual Rates of Stock
Securities Granted to Exercise Price Appreciation for
Underlying Employees in or Base Option Term(3)
Options Fiscal Price Expiration ---------------------------
Name Granted (#) 2003(1) ($/Sh)(2) Date 5%($) 10%($)
- --------------------------------------------------------------------------------------------------------------

Linda H. Masterson 120,000 14.5% $1.65 12/12/12 $124,800 $315,600

Thomas J. Foley 60,000 7.2% $1.65 12/12/12 $62,400 $157,800

Donald C. Fletcher - - - - - -

Michele A. Clark 30,000 3.6% $1.65 12/12/12 $31,200 $78,900
___________

(1) Based upon options to purchase an aggregate of 1,091,475 shares of
Common Stock granted in fiscal 2003.

(2) The exercise price was equal to 100% of the fair market value of the
Common Stock at the date of grant as determined by the Compensation
Committee at the time of grant.

(3) The potential realizable value is calculated based upon the term of the
option at the time of grant (ten years). Stock price appreciation of
five percent and ten percent is assumed pursuant to rules promulgated
by the Securities and Exchange Commission and does not represent the
Company's prediction of the stock price performance.

AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

Options to purchase 15,925 shares of the Common Stock were exercised by
employees, during fiscal 2003.

As indicated in the preceding section, the Company has never granted
any stock appreciation rights.

The following table shows the fiscal year-end option values for the
Chief Executive Officer of the Company and the other named executive officers
whose compensation for fiscal 2003 is reported in the Summary Compensation Table
under this caption "Executive Compensation".

Shares Numer of Securities Value of Unexercised
Acquired Underlying Unexercised In-The-Money
on Value Options at Fiscal Options At Fiscal
Exercise Realized Year-End (#) Year End ($) (1)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- -------------------------------------------------------------------------------------------------------------------

Linda H. Masterson - $ - 179,832/267,500 $89,916/$133,750

Thomas J. Foley - $ - 247,903/133,750 $123,952/$66,875

Donald C. Fletcher - - - -

Michele A. Clark - $ - 87,546/66,563 $43,733/$33,281
___________

(1) The market value of the options on March 31, 2003 is based on the
closing sale price of $0.50 per share on that date.

TABLE OF EQUITY COMPENSATION PLAN INFORMATION

The following table contains information concerning the Company's
equity compensation plans as of March 31, 2003.

NUMBER OF SECURITIES
REMAINING AVAILABLE
FOR FUTURE ISSUANCE
NUMBER OF SECURITIES UNDER EQUITY
TO BE ISSUED UPON WEIGHTED-AVERAGE COMPENSATION PLANS
EXERCISE OF EXERCISE PRICE OF (EXCLUDING SECURITIES
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, REFLECTED IN
WARRANTS AND RIGHTS WARRANTS AND RIGHTS COLUMN (a))
PLAN CATEGORY (a) (b) (c)
- ----------------------------------- ---------------------- -------------------- ---------------------

Equity compensation plans approved 2,306,735 $ 2.73 841,524
by security holders

Equity compensation plans not 5,224,545 $ 2.65 -
approved by security holders

Total 7,531,280 $ 2.68 841,524

OTHER COMPENSATION

The Company currently has no pension plan in effect and, other than as
may be granted under the 2003 Incentive Award Plan, has in effect no restricted
stock plan, no stock appreciation rights nor any other long-term incentive plan
under which grants or allocations may be made in the fiscal 2003 or thereafter.

COMPENSATION OF DIRECTORS

In August 2003, the Board of Directors modified the compensation
arrangements previously adopted for outside directors. In consideration of the
services to be performed as a director of the Company, each director:

(a) who is not an employee of the Company, or any subsidiary of the
Company (if hereafter created), or

(b) who is not a consultant to the Company, or, when incorporated, any
subsidiary of the Company, and who is not paid a fee on a monthly basis,
receives the following: (1) each new non-employee director receives an initial
grant of options to purchase 60,000 shares of the Company's Common Stock upon
election to the Board, (2) thereafter receives an annual grant of an option to
purchase 20,000 shares of the Company's Common Stock for continued service on
the Board, (3) in lieu of cash meeting fees, each non-employee director
thereafter receives with respect to each calendar year of continued service on
the Board an option to purchase 30,000 shares of the Company's Common Stock, (4)
each non-employee Committee chairman receives an annual grant of 3,000 stock
options, (5) each non-employee Committee member receives an annual grant of
2,000 stock options for such service. The initial grant occurs on the day of his
or her first election as a director of the Company, whether by the Board or the
stockholders, and, other than with respect to the option described in clause (3)
above, thereafter on the anniversary day of such first election. The option
described in clause (3) above shall be granted at the first Board meeting of
each calendar year. The exercise price of each option is the Fair Market Value
as determined pursuant to the 2003 Incentive Award Plan on the respective date
of the grant, or if not a business day, on the preceding day on which the Common
Stock was traded. Each option expires ten years from its date of grant and,
other than the option described in clause (3) above, will become exercisable as
to one-third of the shares of the Common Stock on the first anniversary of the
date of grant and 1/24th of the remaining shares of the Common Stock on the same
date each month thereafter for a period of 24 months, with any odd amount being
exercisable in the 24th month. The option described in clause (3) above vests at
the rate of 3,750 shares for each Board or Committee meeting attended in such
calendar year.

ADDITIONAL INFORMATION WITH RESPECT TO COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS

During fiscal 2003, Charles J. Casamento, Peter S. Gold, Paul Sandler
and Roger G. Stoll, who replaced Mr. Casamento, served as members of the Board's
Compensation Committee, with Dr. Sandler and then Mr. Gold serving as
Chairperson. None of the foregoing is, or ever was, an officer or employee of
the Company. In addition, none of the foregoing had any relationship with the
Company requiring disclosure under any paragraph of Item 404 of Regulation S-K
under the Securities Act and Exchange Act. No executive officer of the Company
serves on the compensation committee or board of directors of any other entity.

PERFORMANCE GRAPH

The following performance graph was prepared on the basis of a comparison with
companies on The Nasdaq Stock Market because no comparable data was available
with respect to companies on the AMEX on which the Common Stock is listed. Since
its inception, the Company has not paid any dividends to the holders of the
Common Stock.

[PERFORMANCE GRAPH HERE]

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Company's executive officer compensation program is administered
and reviewed by the Compensation Committee of the Board of Directors consisting
of directors who are neither officers nor employees of the Company and who have
no other interlocks with the Company. Messrs. Brandolini, Sandler and Gold
currently serve on the Compensation Committee, with Mr. Brandolini serving as
the Chairperson.

POLICY AND MISSION

The Compensation Committee has determined that the compensation program
for the Company's executive officers should not only be adequate to attract,
motivate and retain competent personnel, but should also - to the extent
feasible - be related to the short-term and long-term objectives of the Company.
Because the Company had continued to derive little revenues from products or
services through fiscal year ended March 31, 2003 ("fiscal 2003"), the
Compensation Committee has not been able to relate executive compensation to the
financial performance of the Company in terms of an officer's contribution to
profitability.

The Compensation Committee strongly believes that equity ownership by
executive officers provides incentives to build stockholder value and aligns the
interests of executive officers with those of the stockholders. The Committee
provides such incentives through stock option grants and occasionally through
grants of warrants. Because cash has been required to fund the Company's
development program, the use of stock incentives has been particularly
important. This will continue to be an important consideration until the
Company's cash flow from operations is positive, and profitability is attained,
on a regular basis.

In seeking to determine base salary and other compensation for
executive officers, primarily its chief executive officer, the Compensation
Committee has relied on independent surveys relating to compensation paid in
comparable companies. The Compensation Committee intends in the future to
continue to rely on independent surveys of compensation data.

Although the Compensation Committee, prior to March 23, 2001, has not
used performance goals as the basis for determining monetary compensation, it
has used the achievement of operational objectives by the Company as the basis
for determining the exercisablity of certain warrants and options. On March 23,
2001, the Compensation Committee adopted the LifePoint, Inc. Management Bonus
Plan (the "Bonus Plan") pursuant to which officers can earn cash compensation
equal to a percentage of their base salary based on the achievement of goals
during the prior fiscal year, commencing with fiscal 2002. At least one of a
participant's annual goals must relate to the Company's overall performance,
while the others may relate to his or her area of specific responsibility. The
Bonus Plan reserves the right of the Compensation Committee to defer payment of
the cash bonuses if the members are concerned about the liquidity of the Company
or any delay in its achieving profitability. The Compensation Committee, in
adopting the Bonus Plan, believed that this new incentive was necessary for the
attraction, motivation and retention of key personnel in view of what
competitors offer. The Compensation Committee remains of the opinion that the
Bonus Plan is necessary for competitive reasons. The Compensation Committee has
exercised its right to defer payment of bonuses for fiscal 2002 and fiscal 2003
until the Committee is satisfied that revenues are being derived on a regular
and satisfactory basis.

The Compensation Committee, on the anniversary date of the initial
grant, reviews the grants of options to optionees, including executive officers,
in accordance with an approved formula for future grants and an evaluation of
the optionee's performance in the prior year. Although the Compensation
Committee receives a report as to any annual increases in an executive officer's
base salary (the initial salary having been approved by the Board of Directors
or the Compensation Committee), the Compensation Committee currently (under the
Company's Grants of Authority) only approves increases raising an annual base
salary to $150,000 or more. Currently, only the Chief Executive Officer, the
Chief Financial Officer, and the Senior Vice President, Research and Development
require approval of her or his salary. The Chief Executive Officer approves the
increases for the other executive officers provided that the base salary, after
the increase, is below $150,000.

Other than as described in the following paragraph, because of the
delay in bringing the Company's product to market, no employee in the Company
has received a salary increase since September 2000.

CHIEF EXECUTIVE OFFICER'S COMPENSATION IN 2003

As indicated above, the Compensation Committee has based its salary and
option awards to the Chief Executive Officer based on its review of independent
survey data for comparable companies and its evaluation of her performance, as
well as taking into consideration the cash requirements of the Company. Despite
the Committee's unanimous approval of her performance, the cash requirements led
the Committee to setting on September 1, 2000 her cash compensation for fiscal
2001 in the 25% percentile rather than in a higher percentile to which their
evaluation of her performance would have entitled her and to attempt, in lieu
thereof, to be liberal in awarding her stock compensation. As indicated above,
the fiscal 2001 compensation ($190,000 on an annualized basis) continued to be
paid to her during fiscal 2002 and the first three months of fiscal 2003. In
determining on June 14, 2002 that her base salary should be increased to
$207,500 for the balance of fiscal 2003 and until the Compensation Committee
otherwise authorizes, the Compensation Committee made its determination on a
similar basis as it previously did in 2000. As previously indicated,
effectiveness of the increased salary rate has been deferred until achievement
of the revenue objective. Since March 21, 2003 the Chief Executive Officer
voluntarily deferred her compensation pending the securing of additional
financing. The Compensation Committee believes that, as the Company's revenues
begin to grow and ultimately as profitability is achieved, the Chief Executive
Officer's compensation will be evaluated on a basis more typical to chief
executive officers in an operational company.

The Chief Executive Officer has been granted warrants, participates in
the option plans of the Company and participates in the Bonus Plan.

OTHER OFFICER'S COMPENSATION IN 2003

As indicated above, the Compensation Committee has, in granting options
to executive officers followed its previously approved guidelines. As also
previously indicated, the Company's Grants of Authority have not required the
Committee's approval of increases in annual base salary (subject to the $150,000
maximum) except as to two executive officers in addition to the Chief Executive
Officer. Approval of initial base salary has been based on an evaluation of
competitive salaries. All current executive officers have been eligible to
participate, commencing with fiscal 2002, in the Bonus Plan.

BOARD ACTION

The directors who are not members of the Compensation Committee receive
copies of minutes of the meetings of the Compensation Committee so that they are
aware of its actions. The other Board members who are not executive officers
have not elected to have the Board reconsider any action of the Compensation
Committee.

Submitted by the Compensation Committee on December 5, 2003.

Nuno Brandolini, Chairman
Peter S. Gold
Paul Sandler

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 1, 2003, certain
information with respect to (1) any person known to the Company who or which
beneficially owned more than 5% of the Common Stock, (2) each director of the
Company, (3) each executive officer of the Company and (3) all directors and
executive officers as a group. Each beneficial owner who is a natural person has
advised the Company that he or she has sole voting and investment power as to
the shares of the Common Stock, except that, until a common stock purchase
warrant or an option is exercised, or a share of preferred stock is converted,
there is no voting right.

PERCENTAGE OF
NUMBER OF SHARES OF COMMON STOCK
COMMON STOCK BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNED (1)
- ------------------------------------------------------------------------------------------------------------------------

St. Cloud Investments Ltd. 48,778,425(2) 53.5%
2525 Michigan Ave., #A5
Santa Monica, CA 90404

General Conference Corporation of Seventh-day Adventists 38,220,734(3) 50.8%
12501 Old Columbia Pike
Silver Spring, MD 20804-6600

Jonathan J. Pallin Revocable Trust 18,146,763(4) 29.9%
4132 Chevy Chase Dr.
La Canada, CA 91011

Linda H. Masterson (5) 1,697,384(6) 3.9%
1205 South Dupont Street
Ontario, CA 91761

Peter S. Gold (7) 947,135(8) 2.2%
1205 South Dupont Street
Ontario, CA 91761

Paul Sandler (7) 634,858(9) 1.5%
1205 South Dupont Street
Ontario, CA 91761

Thomas J. Foley (10) 378,863(11) nil
1205 South Dupont Street
Ontario, CA 91761

Stan Yakatan (7) 34,958(12) nil
1205 South Dupont Street
Ontario, CA 91761

Nuno Brandolini (7) - nil
1205 South Dupont Street
Ontario, CA 91761

M. Richard Wadley (7) - nil
1205 South Dupont Street
Ontario, CA 91761

Donald W. Rutherford (10) - nil
1205 South Dupont Street
Ontario, CA 91761

All directors and executive officers
as a group (8 persons) 3,693,199(13) 8.33%

1. The percentages computed in this column of the table are based upon
43,289,658 shares of the Common Stock which were outstanding on
December 1, 2003. Effect is given, pursuant to Rule 13d-3(1)(i) under
the Exchange Act, to shares issuable upon the exercise of common stock
purchase warrants and options currently exercisable or exercisable
within 60 days of December 1, 2003, and to the shares issuable upon the
conversion of shares of the Company's Series C Preferred Stock, $.001
par value (the "Series C Preferred Stock"), all of which shares are
currently.

2. The shares of the Common Stock reported in the table include (a) 87,500
shares issuable upon the exercise by this holder and its affiliates at
$3.00 per share of a common stock purchase warrant expiring March 13,
2005; (b) 14,516,583 shares issuable upon the conversion of 124,428
shares of the Series C Preferred Stock; (c) 1,251,658 shares issuable
upon the exercise by this holder and its affiliates at $0.50 per share
of a common stock purchase warrant expiring June 19, 2006; (d)
1,451,648 shares estimated to be issued upon the future redemptions of
premium with respect to the 124,428 shares of the Series C Preferred
Stock; (e) 9,595,707 shares issuable upon the conversion of 2,879
shares of the Series D Preferred Stock; (f) 19,191,414 shares issuable
upon the exercise at $0.50 per share of a common stock purchase warrant
expiring September 20, 2008; and (g) 1,727,400 shares estimated to be
issued upon the future redemptions of premium with respect to the 2,879
shares of the Series D Preferred Stock.

3. The shares of the Common Stock reported in the table include (a)
240,000 shares issuable upon the exercise by this holder and its
affiliate at $3.00 per share of a common stock purchase warrant
expiring February 28, 2005; (b) 333,424 shares issuable upon the
conversion of 28,571 shares of the Series C Preferred Stock; (c)
333,424 shares issuable upon the exercise at $3.00 per share of a
common stock purchase warrant expiring June 19, 2006; (d) 500,000
shares issuable upon the exercise at $3.25 per share of a common stock
purchase warrant expiring January 29, 2007; (e) 333,424 shares
estimated to be issued upon the future redemptions of premium with
respect to the 28,571 shares of the Series C Preferred Stock; (f)
1,500,000 shares issuable upon the exercise at $3.00 per share of a
common stock purchase warrant expiring November 11, 2007; (g) 25,000
shares issuable upon the exercise at $3.00 per share of a common stock
purchase warrant expiring March 30, 2008; (h) 9,039,096 shares issuable
upon the conversion of 2,712 shares of the Series D Preferred Stock;
(i) 18,078,192 shares issuable upon the exercise at $0.50 per share of
a common stock purchase warrant expiring September 20, 2008; and (j)
1,627,037 shares estimated to be issued upon the future redemptions of
premium with respect to the 2,712 shares of the Series D Preferred
Stock.

4. The shares of the Common Stock reported in the table include (a)
1,120,000 shares issuable upon the exercise at $0.50 per share of a
common stock purchase warrant expiring February 18, 2008; (b) 5,146,152
shares issuable upon the conversion of 1,544 shares of the Series D
Preferred Stock; (c) 10,292,304 shares issuable upon the exercise at
$0.50 per share of a common stock purchase warrant expiring September
20, 2008; and (d) 926,307 shares estimated to be issued upon the future
redemptions of premium with respect to the 1,544 shares of the Series D
Preferred Stock.

5. A director of the Company since May 31, 1996; effective August 1, 1996,
its President; effective May 23, 1997, its Chief Executive Officer.

6. The shares of the Common Stock reported in this table as being
beneficially owned by Ms. Masterson are held, or, following exercise,
will be held by Robert P. Masterson and Linda H. Masterson, Trustees of
Masterson Family Trust, dated September 23, 2000 and include (a) 6,992
shares issuable upon the exercise at $.50 per share of an option
expiring June 29, 2008; (b) 57,500 shares issuable upon the exercise at
$1.67 per share of an option expiring October 9, 2009; (c) 97,500
shares issuable upon the exercise at $6.00 per share of an option
expiring October 19, 2010; (d) 85,340 shares issuable upon the exercise
at $3.17 per share of two options each expiring December 6, 2011; and
(d) 32,500 shares issuable upon the exercise at $1.65 per share of an
option expiring December 12, 2012.

7. A director of the Company.

8. The shares of the Common Stock reported in the table include (a) 15,000
shares issuable upon the exercise at $1.81 per share of an option
expiring April 15, 2009; (b) 9,375 shares issuable upon the exercise at
$3.22 per share of an option expiring April 15, 2010; (c) 4,375 shares
issuable upon the exercise at $4.09 per share of an option expiring
April 15, 2011; and (d) 11,510 shares issuable upon the exercise at
$1.65 per share of an option expiring December 12, 2012.

9. The shares of the Common Stock reported in the table include (a) 15,000
shares issuable upon the exercise at $1.81 per share of an option
expiring April 15, 2009; (b) 9,375 shares issuable upon the exercise at
$3.22 per share of an option expiring April 15, 2010; (c) 3,921 shares
issuable upon the exercise at $2.55 per share of an option expiring
January 20, 2010; (d) 6,875 shares issuable upon the exercise at $4.09
per share of an option expiring April 15, 2011; (e) 3,183 shares
issuable upon the exercise at $3.77 per share of an option expiring
December 14, 2010; (f) 4,380 shares issuable upon the exercise at $2.64
per share of an option expiring December 6, 2011; (g) 4,375 shares
issuable upon the exercise at $3.53 per share of an option expiring
April 15, 2012; and (h) 12,594 shares issuable upon the exercise at
$1.65 per share of an option expiring December 13, 2012. The shares
reported in the table also include (w) 105,030 shares issuable upon the
conversion of 9,000 shares of the Series C Preferred Stock and (x)
105,030 shares issuable upon the exercise at $3.00 per share of a
common stock purchase warrant expiring September 27, 2006, both of
which securities being held in the name of PMLDSS Ltd., a family
partnership of which Dr. Sandler is the President of the corporate

general partner and, accordingly, may be deemed the beneficial owner of
such securities. The table also reflects as beneficially owned: (y) the
Company's estimate as to an aggregate of 105,030 shares to be issued to
PMLDSS Ltd. upon the future redemptions of premium with respect to the
shares of the Series C Preferred Stock.

10. An executive officer of the Company.

11. The shares of the Common Stock reported reflected in the table reflect
(a) 125,008 shares issuable upon the exercise at $0.50 per share of two
options each expiring March 19, 2008; (b) 20,000 shares issuable upon
the exercise at $0.50 per share of an option expiring June 29, 2008;
(c) 38,750 shares issuable upon the exercise at $1.67 per share of an
option expiring October 9, 2009; (d) 48,750 shares issuable upon the
exercise at $6.00 per share of an option expiring October 19, 2010; (e)
49,145 shares issuable upon the exercise at $3.17 per share of two
options each expiring December 6, 2011; and (f) 16,250 shares issuable
upon the exercise at $1.65 per share of an option expiring December 12,
2012.

12. The shares of the Common Stock reported reflected in the table reflect
(a) 13,438 shares issuable upon the exercise at $6.56 per share of an
option expiring June 15, 2010; (b) 6,458 shares issuable upon the
exercise at $3.48 per share of an option expiring June 15, 2011; (c)
3,958 shares issuable upon the exercise at $2.41 per share of an option
expiring June 13, 2012; and (d) 11,104 shares issuable upon the
exercise at $1.65 per share of an option expiring December 12, 2012.

13. The shares of the Common Stock reported in the table include those
issuable upon the exercise of the common stock purchase warrants and
the options described in Notes (6), (8), (9), (11) and (12) to the
table.

OTHER MATTERS COMING BEFORE THE ANNUAL MEETING

As of the date of this Proxy Statement, the Board of Directors does not
know of any matters to be presented to the Annual Meeting other than the four
proposals set forth in the attached Notice of Annual Meeting. If any other
matters properly come before the Annual Meeting, it is intended that the holder
of the management proxies will vote thereon in their discretion.

MISCELLANEOUS

The Company will bear the entire cost of solicitation of proxies,
including preparation, assembly, printing and mailing of this Proxy Statement,
the proxy and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company will reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or other
regular employees for such services.

Stockholders' proposals for inclusion in the Company's proxy statement
for the Annual Meeting of Stockholders in 2004 must be received no later than
___ __, 2004. If a stockholder intends to submit a proposal for consideration at
the Annual Meeting in 2004 by means other than the inclusion of the proposal in
the Company's proxy statement for such Annual Meeting, the stockholder must
notify the Company on or before ___ __, 2004 of such intention or risk
management exercising discretionary voting authority with respect to the
management proxies to defeat such proposal when and if presented at the Annual
Meeting.

A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 2003 was mailed to all stockholders on or about August 18, 2003.

By Order of the Board of Directors

/s/ Donald W. Rutherford
-------------------------------------
Donald W. Rutherford
Chief Financial Officer and Secretary

December 5, 2003

================================================================================
TABLE OF CONTENTS

PAGE
----

Notice of the Annual Meeting Stockholders ...............................N/A
Proxy Statement:
Voting Rights............................................................[__]
Proposal One: Election of One Class A
Director and Two Class C Directors.....................................[__]
Management...............................................................[__]
Proposal Two: Approval of an Amendment to the
Company's Amended and Restated Certificate of
Incorporation Increasing the Total Number of
Shares of Common Stock Authorized For
Issuance...............................................................[__]
Proposal Three: Approval of the Company's
2003 Incentive Award Plan..............................................[__]
Proposal Four: Appointment of Independent
Auditors...............................................................[__]
Report of Audit Committee................................................[__]
Executive Compensation...................................................[__]
Board Compensation Committee Report
on Executive Compensation.............................................[__]
Security Ownership of Certain Beneficial
Owners and Management.................................................[__]
Other Matters Coming Before Annual
Meeting..................................................................[__]
Miscellaneous............................................................[__]

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT

DECEMBER 5, 2003
================================================================================

LIFEPOINT, INC.
1205 SOUTH DUPONT STREET
ONTARIO, CA 91764
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Linda H. Masterson and Donald W.
Rutherford as Proxies, each with the power to appoint her substitute, and hereby
authorizes them to represent and to vote, as designated below, all of the voting
shares of LifePoint, Inc. (the "Company") held of record by the undersigned on
December 12, 2003 at the Annual Meeting of Stockholders to be held on January
14, 2004 or at any adjournment thereof.

1. Election of M. Richard Wadley as a Class A Director of the Company and Linda
H. Masterson and Nuno Brandolini as the Class C Directors of the Company.

[ ] FOR M. Richard Wadley as a Class A Director of the Company.

[ ] FOR Linda H. Masterson as a Class C Director of the Company.

[ ] FOR Nuno Brandolini as a Class C Director of the Company.

To withhold authority to vote for any of the nominees, write the nominee's name
in the space provided below.

______________________________________________________________

2. Proposal to approve an amendment to the Company's Amended and Restated
Certificate of Incorporation increasing the total number of shares of the
Company's common stock, $.001 par value per share (the "Common Stock"),
authorized for issuance by 100,000,000 shares, so that the total number of
shares of Common Stock authorized for issuance will be 350,000,000 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to approve the adoption of the Company's 2003 Incentive Award Plan
which provides for 10,000,000 shares of Common Stock to be authorized for
issuance thereunder.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Proposal to ratify the appointment of Singer Lewak Greenbaum & Goldstein as
independent auditors of the Company for the fiscal year ending March 31, 2004.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. To transact such other business as may come before the Annual Meeting or any
adjournment thereof.

This proxy, when executed, will be voted in the manner directed by the
undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 THROUGH 4.

PLEASE MARK, SIGN, DATE, AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
ENVELOPE

I (we) shall attend the Annual Meeting in person _____ Yes _____ No

Please sign exactly as your name appears to
the left. When shares are held by joint
tenants, please both sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as such.
If a corporation, please sign in full
corporate name by the President or other
authorized officer. If a partnership, please
sign in full partnership name by a duly
authorized person.

____________________________________
Signature

____________________________________
Signature, if held jointly

Date: ________________________, 2003