SCHEDULE 14A INFORMATION
------------------------

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

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

INTERCORP EXCELLE INC.
----------------------------------------------
(Name of Registrant as specified in its charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction
applies:____________________________________________________
(2) Aggregate number of securities to which transaction
applies:____________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:___________(A)
(4) Proposed maximum aggregate value of transaction:____________
(5) Total fee paid:_____________________________________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any 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.:_______________
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(4) Date Filed:_________________________________________________

INTERCORP EXCELLE INC.
1880 Ormont Drive
Toronto, Canada M9L 2V4
-------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 17, 2001

TO THE STOCKHOLDERS OF INTERCORP EXCELLE INC.:

NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders of Intercorp
Excelle Inc. (the "Meeting") will be held at 10:00 A.M. on July 17, 2001 at the
offices of Intercorp Excelle Inc. (the "Company"), at 1880 Ormont Drive,
Toronto, Ontario, Canada M9L 2V4 for the following purposes:

1. To elect the Board of Directors of Intercorp Excelle Inc. for the ensuing
year;

2. To ratify the appointment of Richter, Usher & Vineberg, Chartered
Accountants, as the Company's independent certified public accountants for
the ensuing year, and;

3. To transact such other business as may properly come before the Meeting
and any continuations and adjournments thereof.

Stockholders of record at the close of business on June 4, 2001 are entitled to
notice of and to vote at the meeting.

In order to ensure a quorum, it is important that Stockholders representing a
majority of the total number of shares issued and outstanding and entitled to
vote, be present in person or represented by their proxies. Therefore, whether
you expect to attend the meeting in person or not, please sign, fill out, date
and return the enclosed proxy in the self-addressed, postage-paid envelope also
enclosed. If you attend the meeting and prefer to vote in person, you can revoke
your proxy.

In addition, please note that abstentions and broker non-votes are each included
in the determination of the number of shares present and voting, for purposes of
determining the presence or absence of a quorum for the transaction of business.
Neither abstentions nor broker non-votes are counted as voted either for or
against a proposal.

By Order of the Board of Directors,

/s/ Arnold Unger
Arnold Unger
Co-Chairman and Chief Executive Officer
June 1, 2001

INTERCORP EXCELLE INC.
1880 ORMONT DRIVE
TORONTO, CANADA M9L 2V4

-------------------------------
PROXY STATEMENT
-------------------------------

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 17, 2001

This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Intercorp Excelle Inc. (the
"Company"). It is for use at the Annual Meeting of Stockholders of the Company
(the "Meeting") to be held on July 17, 2001 at 10:00 a.m. at the Company's
offices at 1880 Ormont Drive, Toronto, Ontario, Canada M9L 2V4, and at any
continuation and adjournment thereof. Anyone giving a proxy may revoke it at any
time before it is exercised by giving the Chairman of the Board of Directors of
the Company written notice of the revocation, by submitting a proxy bearing a
later date or by attending the meeting and voting. This statement, the
accompanying Notice of Meeting and form of proxy have been first sent to the
Stockholders on or about June 7, 2001.

In addition, please note that abstentions and broker non-votes are each
included in the determination of the number of shares present and voting, for
purposes of determining the presence or absence of a quorum for the transaction
of business. Neither abstentions nor broker non-votes are counted as voted
either for or against a proposal.

All properly executed, unrevoked proxies on the enclosed form, which
are received in time will be voted in accordance with the stockholders'
directions, and unless contrary directions are given, will be voted for the
election of directors of the nominees described below.

OWNERSHIP OF SECURITIES

Only stockholders of record at the close of business on June 4, 2001
the date fixed by the Board of Directors in accordance with the Company's
By-Laws, are entitled to vote at the meeting. As of June 1, 2001 there were
issued and outstanding 4,000,761 shares of the Company's common stock.

Each outstanding share of common stock is entitled to one vote on all
matters properly coming before the meeting. A majority of the shares of the
outstanding common stock is necessary to constitute a quorum for the meeting.

The following table sets forth certain information as of June 1, 2001
with respect to each beneficial owner of five percent (5%) or more of the
outstanding shares of common stock of the Company, each officer and director of
the Company and all officers and directors as a group. The table does not
include options that have not yet vested or are not exercisable within 60 days
of the date hereof.

Name and Address of Number of Shares
Beneficial Owner(1) Beneficially Owned Percentage of Class
- ------------------- ------------------ -------------------

Arnold Unger(2)(8)........................ 1,812,748 44.6%

Renee Unger(3)(8)......................... 1,857,252 45.7%

Fred Burke(4)............................. 54,500 1.3%

Lori Gutmann(5)(7)........................ 24,000 *

Alysse Unger(5)(7)........................ 24,000 *

Karen Unger(6)(7)......................... 4,000 *

The Unger Family Trust(8)................. 710,000 17.7%

John Rothschild(9)........................ 10,000 *

Taketo Murata(10)......................... 10,000 *

All Officers and Directors as
a group (7 persons)(2)-(10).............. 3,086,500 73.4%

- -------------------
* Less than 1%

(1) Unless otherwise indicated, the address is c/o Intercorp Excelle Inc.,
1880 Ormont Drive, Toronto, Ontario, Canada M9L 2V4.

(2) Includes 62,500 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan, and 213,235 shares of
Common Stock owned by 1239414 Ontario Inc. of which Arnold Unger is the
sole shareholder.

(3) Includes 62,500 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan, and 85,294 shares of
Common Stock owned by 1239415 Ontario Inc. of which Renee Unger is the
sole shareholder.

(4) Includes 54,500 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan.

(5) Includes 24,000 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan.

(6) Includes 4,000 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan.

(7) The Unger Family Trust owns 710,000 shares of Common Stock held in
trust for the benefit of Lori Gutmann, Alysse Unger and Karen Unger.
Arnold Unger and Renee Unger are trustees of The Unger Family Trust.
Under the terms of the trust instrument, the trustees have the power to
vote the shares.

(8) Includes 710,000 shares held by The Unger Family Trust. Arnold Unger
and Renee Unger are trustees of The Unger Family Trust, which owns
710,000 shares of Common Stock held in trust for the benefit of Lori
Gutmann, Alysse Unger and Karen Unger. Under the terms of the trust
instrument, the trustees have the power to vote the shares. Of the
710,000 shares owned by the trust, 529,250 shares of Common Stock are
owned by 1239416 Ontario Inc. of which The Unger Family Trust is the
sole shareholder.

(9) Includes 10,000 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan.

(10) Includes 10,000 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan.

This proxy statement contains certain forward-looking statements which involve
risks and uncertainties. The Company's actual results could differ materially
from those anticipated in the forward-looking statements as a result of certain
factors, including those set forth below and elsewhere in this Proxy Statement.

PROPOSAL 1

ELECTION OF DIRECTORS

Eight directors are to be elected at the Meeting to hold office until
the next meeting of stockholders or until their successors have been duly
elected and qualified. The election of directors requires the affirmative vote
of at least the majority of shares of common stock present or represented at a
meeting at which a quorum is present or represented.

The By-Laws of the Company provide that the authorized number of
directors shall be as set by the Board of Directors but shall not be less than
three, unless all of the outstanding shares are owned beneficially and of record
by less than three stockholders, in which event the number of directors shall
not be less than the number of stockholders permitted by statute. The authorized
number is presently eight. There are no agreements with respect to the election
of directors. The Company's independent directors receive Cdn$750 for each board
or committee meeting which they attend. Currently, there is no other
compensation to any other director for acting in such capacity.

Stockholder Vote Required

The election of the directors will require the affirmative vote of the
majority of the shares present in person or represented by proxy at the Annual
Meeting of Stockholders and entitled to vote on the election of directors

The Board of Directors recommends a vote for election to the Board of
Directors of the Company of each of the Nominees

Name Age Position
- ---- --- ---------
Arnold Unger 63 Chief Executive Officer and
Co-Chairman

Renee Unger 58 President and Co-Chairman

Fred Burke 43 Chief Operating Officer, Chief
Financial Officer, Secretary and
Director

Lori Gutmann 31 Director of Marketing and Director

Alysse Unger 34 Director of New Business
Development and Director

John Rothschild 51 Director

Taketo Murata 63 Director

Karen Unger 30 Director

Directors are elected to serve until the next meeting of stockholders
and until their successors are duly elected and qualified. Meetings of
stockholders of the Company will be held on an annual basis. However, if at any
time an annual meeting is not held for the election of directors, the then
current directors will continue to serve until their successors are duly elected
and qualified. Vacancies and newly created directorships resulting from any
increase in the number of directors may be filled by a majority vote of
Directors then in office. Officers are appointed by, and serve at the discretion
of, the Board of Directors.

Set forth below is a biographical description of each director and
executive officer of the Company based on information supplied by each of them.

Arnold Unger is a co-founder of the Company and has been its Chief
Executive Officer since 1987. Prior to founding the Company, he worked in the
marketing industry and was the President of Global Incentives from 1970 until he
sold the company in 1973, working with such clients as General Foods, Carnation
and Heinz. From 1973 to 1984, he was with Aztec Building Corp. and Vantage
Building Corp. as Sales and Marketing Manager. He has lectured extensively on
Sales and Marketing at various universities in Canada. Arnold Unger has received
several awards of industry distinction, including a Gold Award at the Canadian
Awards for Business Excellence and the Chamber of Commerce Award for Best Small
Company in Toronto. Mr. Unger heads the company in its Sales and Marketing
endeavors and participates in the administration, production and all financial
matters.

Renee Unger is a co-founder of the Company and has been its President
since 1985. She is the creator of all of the Company's original recipes. She has
been well recognized in the industry by receiving many outstanding awards,
including Entrepreneur of the Year, Woman of the Year, Gold Medal at the
Canadian Business Excellence Awards in 1988, North York Chamber of Commerce
Business Woman of the Year, and Ontario Chamber of Commerce Award of Merit. She
lectures extensively and has been featured in many newspaper articles and on
national television in the series entitled "Women of Success" she has been the
keynote speaker at several business and industry dinners and conferences, and
has made television appearances on cooking and daytime programs. Renee Unger was
also listed in the Canadian Report on Business. She was 18th on the list of the
100 Top Women Entrepreneurs in Canada for 1999. Ms. Unger continues to head the
Company's Research and Development department, and Quality Control departments,
as well as participate in the administration of the Company.

Fred Burke joined the Company in 1994 as the Chief Operating Officer.
He is also Chief Financial Officer, Director of the Company and Secretary. He is
a Certified General Accountant (CGA), and is currently a member of the Board of
Governors of the Certified General Accountants of Ontario. From 1987 to 1994
until he joined the Company, he held increasing roles of responsibility at Effem

Foods Ltd. Prior to that he was the Manager of cost accounting for Robinhood
Multifoods, Inc. and an accountant for Canadian General Electric Company
beginning in 1980. Mr. Burke earned an Honors Degree in Accounting from McMaster
University in Hamilton, Ontario. He conducts seminars on personal and business
strategic planning. He holds positions on the Certified General Accountant board
committees and lectures on accounting and business development to business
groups and at local universities.

Lori Gutmann has been with the Company since its inception in 1985 and
joined the Company full time in 1990. Her role with the Company is that of
Marketing Director for Intercorp Excelle Foods Inc. She earned a Diploma in
Marketing Management and a Bachelor Degree in Business Management (BBM) from
Ryerson University in Toronto. In addition to her many extra curricular
activities, she is past President of her chapter in Hadassah WIZO (Women's
International Zionist Organization).

Alysse Unger has been with the Company since inception. Currently, she
is the Director for New Business Development and her focus is building the
Renee's Gourmet Brand in the United States. Alysse has had vast experience in
many areas of the company and has held other senior positions in the past. She
has her B.A. in Sociology from York University and her Business Studies
Certificate. She also studied FoodScience and using her FoodScience background,
developed many award winning salad dressings and sauces for the Company. She has
also been the key note speaker for numerous events and volunteers for different
charities.

John Rothschild has been a director of the Company since June 1997.
Since 1994, he has been the President and Chief Executive Officer of Prime
Restaurant Group, Inc., a holding company of restaurant chains. From 1984 to
1994, he was President of Rothschild Holding Limited. From 1980 to 1984, he was
Assistant Vice President of CEMP Investments, Ltd. From 1978 to 1980, he was a
partner at Rothschild & Muskat. Prior to that, he was a senior field auditor for
Price Waterhouse in Toronto and Milan, Italy. Mr. Rothschild, who is also a
chartered accountant, earned a Bachelor of Arts degree from the University of
Toronto and an MBA from University of Western Ontario.

Taketo Murata has been a director of the Company since August 1997.
Since October 2000, he has been an Agri-Business consultant for Agriculture and
Agri-food Canada, ConAgra International , and other food-related entities., as
well as being an Associate of the George Morris Centre, an Agri-food think tank.
He serves on the Boards of a number of corporate and non-profit organizations.
Mr. Murata was President of Hunt-Wesson Canada/ConAgra Grocery Products Canada
from 1973 to 2000 and President of ConAgra International from 1990 to 1998. He
earned a Bachelor of Science degree from McGill University and Master of Science
and Master of Arts degrees from Yale University.

Karen Unger has been a director of the Company since January 2000.
Since 1998, she has practiced criminal law as an Associate with Gold & Fuerst,
Barristers in Toronto, Canada. In 1996, she obtained her Bachelor of Laws degree
from Osgoode Hall Law School in Toronto, and in 1992, obtained an undergraduate
degree in Mathematics and Statistics from the University of Western in London
Ontario. Miss Unger is also a member of the Criminal Lawyers Association since
1998.

Lori Gutmann, Alysse Unger and Karen Unger are daughters of Arnold
Unger and Renee Unger. The term of office of each Director is until the next
annual meeting of stockholders and until a successor is elected and qualified or
until the Director's earlier death, resignation or removal from office.
Executive officers hold office until their successors are chosen and qualified,
subject to earlier removal by the Board of Directors.

Committees and Meetings of the Board of Directors

The Board has an Audit Committee comprised of John Rothschild, Taketo
Murata and Fred Burke. The Audit Committee is responsible for reviewing the
Company's independent chartered accountants, along with the scope and results of
their audits. It also reviews with the independent certified public accountants
and management, the Company's accounting and reporting principles, policies and
practices, as well as the Company's accounting, financial and operating controls
and staff.

The Board has a Compensation Committee comprised of John Rothschild,
Taketo Murata and Renee Unger. The Compensation Committee is responsible for
establishing and reviewing the appropriate compensation of directors and
officers of the Company and reviewing employee compensation plans.

During the fiscal year ended January 31, 2001, the Company's Board of
Directors met four times, at which the majority of the Directors were present,
the Audit Committee met April 17, 2001, at which each of John Rothschild, Taketo
Murata, Arnold Unger, Renee Unger and Fred Burke were present. The Compensation
Committee met October 10, 2000 and again on April 17, 2001, at which each of
John Rothschild, Taketo Murata, Arnold Unger, Renee Unger and Fred Burke were
present.

Executive Compensation

Summary Compensation Table

The following table sets forth all cash compensation for services
rendered in all capacities to the Company, for the fiscal years ended January
31, 2001, January 31, 2000, and January 31, 1999 paid to the Company's Chief
Executive Officer, and the two other most highly compensated executive officers
(the Named Executive Officers) at the end of the above fiscal years whose total
annual salary plus bonus exceeded USD$100,000 per annum.

- ---------------------------------- ----------- ------------------ ------------ -------------- ----------- -----------------
Name and Year/ $USD Restricted $USD
Principal Period Annual $USD Stock Options/ Other
Position Ended Compensation Bonus Awards SARs Compensation
-------- ----- ------------ ----- ------ ---- ------------
- ---------------------------------- ----------- ------------------ ------------ -------------- ----------- -----------------

Arnold Unger, Co-Chairman and 2001 $145,000 $19,300 0 0 $14,048
Chief Executive Officer(1).... 2000 140,000 17,858 0 0 14,048
1999 135,000 14,048 0 0 14,048
- ---------------------------------- ----------- ------------------ ------------ -------------- ----------- -----------------
Renee Unger, Co-Chairman and 2001 $145,000 $19,300 0 0 $14,048
President(1).................. 2000 140,000 17,858 0 0 14,048
1999 135,000 14,048 0 0 14,048
- ---------------------------------- ----------- ------------------ ------------ -------------- ----------- -----------------
Fred Burke, Chief Operating 2001 $95,000 $19,300 0 0 $10,536
Officer and Chief Financial 2000 90,000 17,858 0 0 10,536
Officer(1).................... 1999 85,000 14,048 0 0 10,536
- ---------------------------------- ----------- ------------------ ------------ -------------- ----------- -----------------

(1) Other compensation includes an annual car allowance, insurance, and
retirement savings matched contributions.

Options to Named Executive Officers

In April 2000, the Board granted 8,000 options under the 1997 Plan to
the company's two independent directors, 60,000 options to five directors and
35,000 options to employees. Forty percent of the options are exercisable at
January 31, 2001, an additional 30% become exercisable after April 26, 2001 and
all of the remaining options are exercisable after April 26, 2001.

The following tables set forth certain information with respect to all
outstanding options issued during fiscal 2001 to the Company's Named Executive
Officers.

Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of
Securities Options Stock Price
Underlying Granted to Exercise Appreciation for
Options Employees Price Expiration Option Term
Name of Holder Granted in Fiscal Year ($/Share) Date 5%($) 10%($)
- -------------- ------- -------------- --------- ------- ------- -------

Arnold Unger 16,000 15.5% $1.00 4/26/10 $10,062 $25,500
Renee Unger 16,000 15.5% $1.00 4/26/10 $10,062 $25,500
Fred Burke 8,000 7.8% $1.00 4/26/10 $5,031 $12,750

EMPLOYMENT AGREEMENTS

Arnold Unger and Renee Unger each have employment agreements with the
Company. Arnold Unger serves as Chief Executive Officer and Vice President of
Sales and Marketing at an annual salary of USD$145,000. Renee Unger serves as
President, Vice President of Research and Development and Quality Control at an
annual salary of USD$145,000.

The employment agreements with each of Arnold Unger and Renee Unger
provide that upon the death of any of the two employees that two years full
salary will be paid to a designee of the employee. They also provide for
reimbursement of reasonable business expenses and their respective salaries for
the remainder of the term of the agreement in the event of disability.

Each of the above officers is entitled to bonuses based on achieving
sales and profitability as predetermined by the Board or Compensation Committee
and other subjective criteria as determined by the Board or Compensation
Committee.

Arnold Unger and Renee Unger shall each receive USD$14,048 per year
additional compensation including a car allowance, insurance, retirement savings
matched contributions, and other perquisites.

Based upon any wrongful termination, which includes changes in control
of the Company (through an acquisition where any person acquires or announces a
tender offer or exchange for 25% of the Company, a sale of substantially all of
the assets or merger, acquisition of the Company or its consolidation with
another, or certain types of board changes), the Company shall pay the above, a
lump sum payment, based upon his or her then compensation, including benefits
and perquisites, from such termination. Such payment shall be the balance of
their respective compensation for the remainder of the term. If the payment is
in excess of USD$100,000, then such excess shall be payable in equal quarterly
payments with interest at the legal rate. The employment agreements also contain
non-compete provisions.

STOCK OPTION PLAN

In May 1997, the board of directors and shareholders adopted the
Intercorp Excelle Inc. Stock Option Plan (the "1997 Plan"), pursuant to which
500,000 shares of Common Stock are reserved for issuance.

The 1997 Plan will be administered by the compensation committee or the
Board of Directors, who determine among other things, those individuals who
shall receive options, the time period during which the options may be partially
or fully exercised, the number of shares of Common Stock issuable upon the
exercise of the options and the option exercise price.

The 1997 Plan is for a period for ten years, expiring in May, 2007.
Options may be granted to officers, directors, consultants, key employees,
advisors and similar parties who provide their skills and expertise to the
Company. Options granted under the 1997 Plan may be exercisable for up to ten
years, may require vesting, and shall be at an exercise price all as determined
by the board. Options are non-transferable except by the laws of descent and
distribution or a change in control of the Company, as defined in the 1997 Plan,
and are exercisable only by the participant during his or her lifetime. Change
in control includes (i) the sale of substantially all of the assets of the
Company and merger or consolidation with another, or (ii) a majority of the
board change other than by election by the shareholders pursuant to board
solicitation or by vacancies filled by the board caused by death or resignation
of such person.

If a participant ceases affiliation with the Company by reason of
death, permanent disability or retirement at or after age 70, the option remains
exercisable for one year from such occurrence but not beyond the option's
expiration date. Other termination gives the participant three months to
exercise, except for termination for cause which results in immediate
termination of the option.

Options granted under the 1997 Plan, at the discretion of the
compensation committee or the board, may be exercised either with cash, Common
Stock having a fair market equal to the cash exercise price, the participant's
personal recourse note, or with an assignment to the Company of sufficient
proceeds from the sale of the Common Stock acquired upon exercise of the Options
with an authorization to the broker or selling agent to pay that amount to the
Company, or any combination of the above.

The exercise price of an option may not be less than the fair market
value per share of Common Stock on the date that the option is granted in order
to receive certain tax benefits under the Income Tax Act of Canada (the "ITA").
The exercise price of all future options will be at least 85% of the fair market
value of the Common Stock on the date of grant of the options. A benefit equal
to the amount by which the fair market value of the shares at the time the
employee acquires them exceeds the total of the amount paid for the shares or
the amount paid for the right to acquire the shares shall be deemed to be
received by the employee in the year the shares are acquired pursuant to
paragraph 7(1) of the ITA. Where the exercise price of the option is equal to
the fair market value of the shares at the time the option is granted, paragraph
110(1)(d) of the ITA allows a deduction from income equal to one quarter of the
benefit as calculated above. If the exercise price of the option is less than
the fair market value at the time it is granted, no deduction under paragraph
110(1)(d) is permitted. Options granted to any non-employees, whether directors
or consultants or otherwise will confer a tax benefit in contemplation of the
person becoming a shareholder pursuant to subsection 15(1) of the ITA.

Options may not be transferred by an optionee other than by will or the
laws of descent and distribution, and, during the lifetime of an optionee, the
option will be exercisable only the optionee.

Options under the 1997 Plan must be issued within ten years from the
effective date of the 1997 Plan.

Any unexercised options that expire or that terminate upon an
employee's ceasing to be employed by the Company become available again for
issuance under the 1997 Plan.

The 1997 Plan may be terminated or amended at any time by the board of
directors, except that the number of shares of Common Stock reserved for
issuance upon the exercise of options granted under the 1997 Plan may not be
increased without the consent of the shareholders of the Company.

In May 1997, the Board granted 200,000 Options under the 1997 Plan to
five individuals, including officers, directors and key employees. The Options
are exercisable at $1.00 per share for ten years expiring May 1, 2007, all of
which are currently exercisable.

In April 1998, the Board granted 30,000 Options under the 1997 Plan to
key management employees and 5,000 options to the Board's outside directors.

In July 1998, 32,500 options were exercised and sold by the five
Directors.

In May 1999 the board granted 10,000 options to the outside directors
and in April 1999, 26,500 options to employees and 20,000 to five directors.

In September 1999, the board approved a revision to the exercise price
of all outstanding stock options granted to employees, and key directors to
$1.00 per option.

In April 2000 the board granted 35,000 options to employees and 68,000
options to directors, including 8,000 options to the two outside directors. As
at June 1, 2001 there were 326,000 options issued pursuant to the 1997 plan.

CERTAIN TRANSACTIONS

The amounts due from a director are unsecured, bear interest
at the Canada Customs and Revenue Agency prescribed rate and are repayable
CDN$1,000 monthly plus interest. Arnold Unger, Chief Executive Officer and
Co-Chairman of the Board and Renee Unger, President and Co-Chairwoman of the
Board, each have loaned to Excelle Brands Food Corporation, a subsidiary of the
Company USD $76,200 in March and July, 1994. These loans bear interest at the
prime interest rate and are without any specific repayment terms. The Company
believes that the loans were made on terms no less favorable to the Company than
terms for similar loans from unaffiliated parties.

The loans are also subordinated to credit facilities which the Company
has with National Bank of Canada ("NBC"). As at January 31, 2001, the NBC credit
facility consisted of a USD$2,000,000 revolving demand loan, USD$2,566,800 in
non-revolving demand loans, all bearing interest at the banks prime rate plus
.75% to 1.5%, a USD$ 1,000,000 Acquisition loan and a $233,350 U.S. currency
forward contract. The NBC credit facility is secured with the assets of the

Company subject only to prior encumbrances on specific fixed assets which are
senior to NBC. NBC also holds all the voting equity of the subsidiary companies
of the Company. Voting control of the Company must remain with the Ungers,
including their family trusts and children, absent NBC's prior written consent.

During the year ended January 31, 2001, the Company derived revenues of
approximately USD$1,050,000 from sale of its products to Prime Restaurants, of
which John Rothschild, a director of the Company, is the Chief Executive Officer
and a significant shareholder.

All future transactions and loans between the Company and its officers,
directors and 5% stockholders will be on terms no less favorable than could be
obtained from unaffiliated third parties and will be approved by a majority of
the independent, disinterested directors of the Company.

Section 16(a) Reporting

Under the securities laws of the United States, the Company's
directors, its executive and certain other officers, and any persons holding ten
percent or more of the Company's Common Stock must report on their ownership of
the Company's Common Stock and any changes in that ownership to the Securities
and Exchange Commission and to the National Association of Securities Dealers,
Inc.'s Automated Quotation System. Specific due dates for these reports have
been established. During the year ended January 31, 2001, the Company believes
all reports for all transactions were filed on a timely basis.

PROPOSAL 2

RATIFICATION OF RICHTER, USHER & VINEBERG, CHARTERED
ACCOUNTANTS, AS THE COMPANY'S INDEPENDENT ACCOUNTANTS

The Board of Directors has unanimously approved and unanimously
recommends that the stockholders approve the reappointment of Richter, Usher &
Vineberg, Chartered Accountants as the Company's independent accountants for the
ensuing year. A member of Richter, Usher & Vineberg, Chartered Accountants will
be available to answer questions and will have the opportunity to make a
statement if he or she so desires at the Annual Meeting of Stockholders.

Stockholder Vote Required

Ratification of the appointment of Richter, Usher & Vineberg, Chartered
Accountants as the Company's independent accountants will require the
affirmative vote of the majority of the shares present in person or represented
by proxy at the Annual Meeting of Stockholders.

The Board of Directors recommends a vote for the ratification of the
appointment of Richter, Usher & Vineberg, Chartered Accountants as the
Company's independent accountants.

OTHER MATTERS

The Board of Directors does not know of any matters other than those
referred to in the Notice of Meeting, which will be presented for consideration
at the meeting. However, it is possible that certain proposals may be raised at
the meeting by one or more stockholders. In such case, or if any other matter
should properly come before the meeting, it is the intention of the person named
in the accompanying proxy to vote such proxy in accordance with his or her best
judgement.

SOLICITATION OF PROXIES

The cost of soliciting proxies will be borne by the Company.
Solicitations may be made by mail, personal interview, telephone, and telegram
by directors, officers and employees of the Company. The Company will reimburse
banks, brokerage firms, other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending proxy material to beneficial owners of
the Company's capital stock.

STOCKHOLDER PROPOSALS

In order to be included in the materials for the Company's next Annual
Meeting of Stockholders, stockholder proposals must be received by the Company
on or before April 30, 2002.

ANNUAL AND QUARTERLY REPORTS TO THE SECURITIES AND EXCHANGE COMMISSION

The Annual Report on Form 10-KSB for the year ended January 31, 2001 as
filed with the Securities and Exchange Commission will be made available to
stockholders free of charge by writing to 1880 Ormont Drive, Toronto, Ontario,
Canada M9L 2V4, Attention: Corporate Secretary.

By Order of the Board of Directors,

/s/ Arnold Unger
Arnold Unger
Co-Chairman and Chief Executive Officer

June 1, 2001

GENERAL PROXY - ANNUAL MEETING OF STOCKHOLDERS OF INTERCORP EXCELLE INC.

The undersigned hereby appoints Arnold Unger, with full power
of substitution, proxy to vote all of the shares of Common Stock of the
undersigned and with all of the powers the undersigned would possess if
personally present, at the Annual Meeting of Stockholders of Intercorp Excelle
Inc., to be held at Intercorp Excelle Inc., 1880 Ormont Drive, Toronto, Ontario,
M9L 2V4 on July 17, 2001 at 10:00 a.m. local time and at all adjournments
thereof, upon the matters specified below, all as more fully described in the
Proxy Statement dated June 1, 2001 and with the discretionary powers upon all
other matters which come before the meeting or any adjournment thereof.

This Proxy is solicited on behalf of Intercorp Excelle Inc.'s Board of
Directors.

1. To elect directors to hold office for the ensuing year.

- Arnold Unger - Renee Unger - Fred Burke - Lori Gutmann

- Alysse Unger - John Rothschild - Taketo Murata - Karen Unger

[ ] FOR ALL NOMINEES [ ] WITHHELD FOR ALL NOMINEES

INSTRUCTION: To withhold authority to vote for any individual, write
that nominee's name in the space provided below:

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2. To ratify the appointment of Richter, Usher & Vineberg, Feldman,
Chartered Accountants, as the Company independent accountants for the
ensuing year.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, upon such other matter or matters that may
properly come before the meeting, or any adjournments thereof.

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(Continued and to be signed on the other side)

(Continued from other side)

Every properly signed proxy will be voted in accordance with the specifications
made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS
1, 2 and 3.

The undersigned hereby acknowledges receipt of a copy of the accompanying Notice
of Meeting and Proxy Statement and hereby revokes any proxy or proxies
heretofore given.

Please mark, date, sign and mail your proxy promptly in the envelope provided.

Date:____________________________________, 2001

_______________________________________________
(Print name of Stockholder)

_______________________________________________
Signature

Number of Shares_______________________________
Note: Please sign exactly as name appears in
the Company's records. Joint owners
should each sign. When signing as
attorney, executor or trustee, please
give title as such.