SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION

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

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box

/ / Preliminary Proxy Statement

/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Under Rule 14a-12

Calton, Inc.
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(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):

Check the appropriate box

/X/ No fee required

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

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

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2) Aggregate number of securities to which transaction applies:

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

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5) Total Fee Paid:

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____ 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:
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2) Form, Schedule or Registration Statement No.
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3) Filing party:
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4) Date Filed:
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CALTON, INC.
------------------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

APRIL 25, 2002

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

TO THE SHAREHOLDERS OF CALTON, INC.

The Annual Meeting of the Shareholders of CALTON, INC. (the "Company") will
be held on Thursday, April 25, 2002 at the Crowne Plaza West Palm Beach Hotel,
1601 Belvedere Road, West Palm Beach, Florida at 10:00 a.m., local time, for the
following purposes:

1. To elect two (2) directors.

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

Holders of Common Stock of record at the close of business on March 18,
2002 are entitled to notice of and to vote at the meeting.

By Order of the Board of Directors,

MARY H. MAGEE
SECRETARY

Red Bank, New Jersey
March 25, 2002

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU ARE UNABLE TO
DO SO, PLEASE MARK, SIGN AND DATE THE ACCOMPANYING PROXY AND MAIL IT AT ONCE IN
THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE
APPRECIATED.

CALTON, INC.

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PROXY STATEMENT

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GENERAL INFORMATION

This Proxy Statement is furnished to the holders of Calton, Inc. (the
"Company" or "Calton") Common Stock, $.05 par value ("Common Stock"), in
connection with the solicitation of proxies for use at the annual meeting of
shareholders to be held on April 25, 2002, and at any adjournment thereof (the
"meeting" or "annual meeting"), pursuant to the accompanying Notice of Annual
Meeting of Shareholders. Holders of Common Stock are referred to herein
collectively as the "shareholders." Forms of proxies for use at the meeting are
also enclosed. The Company anticipates mailing this Proxy Statement to its
shareholders on or about March 25, 2002. The executive offices of the Company
are located at 2013 Indian River Boulevard, Vero Beach, Florida 32960.

Shareholders may revoke the authority granted by their execution of proxies
at any time before the effective exercise of proxies by filing written notice of
such revocation with the secretary of the meeting. Presence at the meeting does
not of itself revoke the proxy; however, a vote cast at the meeting by written
ballot will revoke the proxy. All shares represented by executed and unrevoked
proxies will be voted in accordance with the specifications therein. Proxies
submitted without specification will be voted FOR the election of the nominees
for director named herein. Management is not aware at the date hereof of any
matters to be presented at the meeting other than the election of the directors.
If any other matter is properly presented, the persons named in the proxy will
vote thereon according to their best judgment.

Proxies for use at the meeting are being solicited by the Board of
Directors of the Company. The cost of preparing, assembling and mailing the
proxy material is to be borne by the Company. It is not anticipated that any
compensation will be paid for soliciting proxies, and the Company does not
intend to employ specially engaged personnel of the Company or other paid
solicitors in the solicitation of proxies. It is contemplated that proxies will
be solicited principally through the mail, but directors, officers and employees
of the Company may, without additional compensation, solicit proxies personally
or by telephone, facsimile transmission or letter.

VOTING SECURITIES

The voting securities entitled to vote at the meeting consist of shares of
Common Stock, with each share entitling its owner to one vote on an equal basis.
On March 18, 2002, the number of outstanding shares of Common Stock was
4,467,627. Only shareholders of record on the books of the Company at the close
of business on March 18, 2002 will be entitled to vote at the meeting. The
holders of a majority of the outstanding shares of Common Stock, present in
person or by proxy, will constitute a quorum at the meeting. The affirmative
vote of a plurality

of the shares of Common Stock present in person or represented by proxy and
entitled to vote, is required for the election of directors. The proxy card
provides space for a shareholder to withhold votes for any nominee for the Board
of Directors.

All votes will be tabulated by the inspector of election appointed at the
meeting who will separately tabulate affirmative votes, negative votes,
authority withheld for any nominee for director, abstentions and broker
non-votes. Authority withheld will be counted toward the tabulation of the votes
cast on the election of directors and will have the same effect as a negative
vote. Under New Jersey law, any proxy submitted and containing an abstention or
broker non-vote will not be counted as a vote cast on any matter to which it
relates and, accordingly, will have no effect on the outcome of the vote.
Abstentions and broker non-votes will be counted for purposes of determining
whether a quorum is present at the annual meeting.

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to each person who,
as of March 18, 2002, is known by the Company to be the beneficial owner (as
defined in Rule 13d-3 ("Rule 13d-3") of the Securities Exchange Act of 1934) of
more than five percent (5%) of the Company's Common Stock. Except as set forth
in the footnotes to the table, the shareholders have sole voting and investment
power over such shares:

Amount and Percent
Nature of of
Name of Beneficial Owner Beneficial Ownership Class
- ------------------------ -------------------- -----

Anthony J. Caldarone............................................... 1,543,750 (1) 33.5%
Joyce P. Caldarone................................................. 1,543,750 (2) 33.5%
Caxton Associates, LLC............................................. 289,159 (3) 6.5%

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

(2) Includes an aggregate of 1,087,510 shares beneficially owned by Anthony J.
Caldarone, Mrs. Caldarone's husband, as to which shares she disclaims any
beneficial interest.

(3) Includes 180,615 shares owned by Caxton International Limited, 19,496
shares owned by Caxton Equity Growth, LLC and 89,048 shares owned by Caxton
Equity Group (BVI) Ltd. Based on a Schedule 13G filed with the Securities
and Exchange Commission, Caxton Associates, LLC is the trading advisor to
Caxton International Limited and Caxton Equity Growth (BVI), and the
managing member of Caxton Equity Growth LLC and as such, has voting and
dispositive power of the shares identified above. Mr. Bruce Kovner, by
reason of being chairman of Caxton Associates, LLC and the sole shareholder
of Caxton Corporation, the majority owner of Caxton Associates, may also be
deemed to be the beneficial owner of the shares identified above. Mr. Kurt
Feuerman, the Managing Director and Senior Trader of Caxton Associates,
LLC, owns 4,000 shares of the Company's Common Stock. The address of Caxton
Associates LLC, is Princeton Plaza, Building 2, 731 Alexander Road,
Princeton, New Jersey 08540.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information, as of March 18, 2002, with
respect to the beneficial ownership (as defined in Rule 13d-3) of the Company's
Common Stock by each director and nominee for director, each of the Named
Officers (as defined in the section captioned "Executive Compensation") who is
currently an officer of the Company and by all directors and executive officers
as a group. Except as set forth in the footnotes to the table, the shareholders
have sole voting and investment power over such shares.

Amount and Percent
Nature of of
Name of Beneficial Owner Beneficial Ownership Class
- ------------------------ -------------------- -----

Anthony J. Caldarone............................................... 1,543,750 (1) 33.5%
Kenneth D. Hill.................................................... 150,411 (2) 3.3
J. Ernest Brophy................................................... 18,400 (3) (4)
Mark N. Fessel..................................................... 32,794 (3) (4)
Frank Cavell Smith, Jr............................................. 24,013 (5) (4)
Robert E. Naughton................................................. 4,000 (6) (4)
John G. Yates...................................................... --- ---
All Directors and Executive Officers as
a Group (10 persons)(1)(2)(4)(5) and (6)........................ 1,855,539 38.8%
- ---------------

(1) Includes an aggregate of 456,240 shares held by Joyce P. Caldarone, Mr.
Caldarone's wife, as to which shares he disclaims any beneficial interest,
and 136,000 shares subject to Currently Exercisable Stock Options.
(2) Includes 8,000 shares held by Mr. Hill's spouse, as to which shares he
disclaims any beneficial interest, and 130,000 shares subject to Currently
Exercisable Stock Options.
(3) Includes 12,000 shares subject to Currently Exercisable Stock Options.
(4) Shares beneficially owned do not exceed 1% of the Company's outstanding
Common Stock.
(5) Includes 14,000 shares subject to currently exercisable options.
(6) Includes 4,000 shares subject to Currently Exercisable Stock Options.

ELECTION OF DIRECTORS

The Company's by-laws provide that the Board of Directors shall consist of
not fewer than three nor more than 15 members. The Board of Directors is divided
into four classes, with each class to hold office for a term of four years and
the term of office of one class to expire each year. The Board of Directors has
fixed the number of directors at seven, two of whom are to be elected at the
2002 Annual Meeting, one whose term expires at the annual meeting in 2003, one
whose term expires at the annual meeting in 2004, and two whose terms expire at
the annual

meeting in 2005. There is one vacancy on the Board as a result of the
resignation of Gerald W. Stanley as a director in March 2002.

J. Ernest Brophy and Kenneth D. Hill are the incumbent directors whose
terms expire at the 2002 annual meeting. Each of Mr. Brophy and Mr. Hill has
been nominated to stand for election at the meeting to hold office until the
2006 annual meeting. It is the intention of the persons named in the
accompanying proxy to vote, unless otherwise instructed, in favor of each of the
nominees identified above. If any nominee should be unable to serve, the proxies
will be voted for the election of a substitute nominee, if any, designated by
the Board of Directors. The Company is not aware of any reason why any nominee,
if elected, would be unable to serve as a director.

Set forth below is certain biographical information with respect to the
nominees for election to the Board and the directors whose terms of office will
continue after the 2002 annual meeting.

NOMINEES FOR ELECTION FOR A FOUR-YEAR TERM EXPIRING AT THE 2006 ANNUAL MEETING.

KENNETH D. HILL. Mr. Hill, age 60, has served as a Director of Calton since
April 1999. From July 1999 through June, 2001 he served as Chief Executive
Officer of the Company's wholly owned subsidiary, eCalton.com, Inc. Since 1975,
he has founded and managed computer related companies, including NASTEC
Corporation, a developer of computer-aided software engineering development
tools, from 1982 until its acquisition in 1987, and Multiple Technologies
Corporation, a consulting and application development company, from 1975 to
1982. From January 1994 through February 1996, he was employed as a consultant
by KDH Enterprises, Inc. From March 1997 through April 1998, Mr. Hill served as
President and Chief Executive Officer of DataTell Solutions, Inc., a regional
systems integration company that filed for federal bankruptcy protection in May
1998. He served as President and Chief Executive Officer of National AmeriServe,
Inc., an internet business solutions provider, from May 1998 through October
1998, when it merged with iAW, Inc., the predecessor of eCalton.com, Inc.

J. ERNEST BROPHY. Mr. Brophy, age 77, a self-employed attorney and
Certified Public Accountant specializing in tax consultation to clients engaged
in the construction business, was reappointed as a Director of Calton in
November 1995, having served in such capacity from March 1983 through November
1985 and from April 1986 until through May 1993. From 1992 through March 1996,
Mr. Brophy served as Chief Financial Officer and a director of Hurdy-Gurdy
International, Inc., a company that marketed sorbet products.

DIRECTORS CONTINUING IN OFFICE UNTIL 2005 ANNUAL MEETING.

ANTHONY J. CALDARONE. Mr. Caldarone, age 64, was reappointed as Chairman,
President, Chief Executive Officer and a Director of Calton in November 1995,
having previously served in such capacities from the inception of the Company in
1981 through May 1993. From June 1993 through October 1995, Mr. Caldarone served
as a Director of the Company.

ROBERT E. NAUGHTON. Mr. Naughton, age 64, has served as a Director of
Calton since April 1999. He has served as Executive Vice President of the
Company's wholly-owned subsidiary, eCalton.com, Inc., since December 2000. He
served as a consultant to eCalton.com

from July 2000 through November 2000. From 1990 until July 2000, he served as
President and CEO of SIG, Inc., an information technology consulting firm
specializing in network design and management, technology transition, business
profit improvement, project management, e-business and staff augmentation. Prior
to 1990, Mr. Naughton held management positions with AGS Information Services,
Compuware and SPR Corporation. He has 25 years of experience in the information
technology industry, including sales, marketing, recruiting and P&L management.

DIRECTOR CONTINUING IN OFFICE UNTIL 2003 ANNUAL MEETING.

MARK N. FESSEL. Mr. Fessel, age 45, has served as a Director of Calton
since May 1993. Since 1985, Mr. Fessel has owned and operated a real estate
company and has acted as principal in numerous commercial and residential real
estate developments throughout the northeast. In 1984, Mr. Fessel served as the
Vice President of Acquisitions of the Meredith Organization, a nationally
recognized real estate developer.

DIRECTOR CONTINUING IN OFFICE UNTIL 2004 ANNUAL MEETING.

FRANK CAVELL SMITH, JR. Mr. Smith, age 55, has served as a Director of
Calton since May 1993. Since 1990, Mr. Smith has been associated with the MEG
Companies as a Senior Consultant responsible for corporate real estate
consulting activities. From 1977 to 1990, Mr. Smith served as a Real Estate
Consultant and Real Estate Development Manager for The Spaulding Co., Inc. Mr.
Smith also is an adjunct faculty member at Boston University and a member of the
Board of Trustees of Shelter, Inc.

MEETINGS OF THE BOARD OF DIRECTORS; COMMITTEES

During the fiscal year ended November 30, 2001, the Board of Directors held
six (6) meetings and acted by unanimous written consent on three (3) occasions.
During fiscal 2001, each member of the Company's current Board of Directors
attended at least 75% of the meetings of the Board of Directors and all of the
meetings of the committees on which he served. See the section captioned
"Directors' Compensation" for a discussion of fees paid by the Company to its
directors for their services.

During fiscal 2001, the Board of Directors had two standing committees: the
Audit Committee and the Compensation Committee.

The Audit Committee currently consists of Mr. Brophy and Mr. Smith. Gerald
W. Stanley served on the Audit Committee during fiscal 2001 and until his
resignation as a director in March 2002. The functions performed by the Audit
Committee are, among other things, to recommend to the Board of Directors the
auditors to be engaged as the Company's independent public accountants, to
review the proposed plan and scope for the annual audit and the results of such
audit when completed, to review the services rendered by the auditors and the
fees charged for such services, to determine the effect, if any, on the
independent public accountants' independence of the performance of any non-audit
services and to review the plan, scope and results of the Company's internal
audit operations. During fiscal 2001, the Audit Committee held five (5)
meetings. See "Report of Audit Committee."

Mr. Fessel and Mr. Smith currently serve as members of the Compensation
Committee. The Compensation Committee reviews and approves compensation for
executive employees of the Company on a periodic basis, subject to approval of
the Board, and administers the Company's Incentive Compensation Plan, the 1996
Equity Incentive Plan (the "1996 Option Plan"), the Amended and Restated 1993
Non-Qualified Stock Option Plan (the "1993 Option Plan"), the 2000 Equity
Incentive Plan (the "2000 Option Plan" and collectively with the 1993 Option
Plan and the 1996 Option Plan, the "Option Plans") and the Employee Stock
Purchase Plan. During fiscal 2001, the Compensation Committee held one (1)
meeting and acted by unanimous written consent on three (3) occasions.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to the Company and its
subsidiaries for the fiscal years ended November 30, 2001, 2000 and 1999 of the
Chief Executive Officer of the Company in fiscal 2001 and the other executive
officers of the Company who earned salary and bonuses in fiscal 2001 in excess
of $100,000 (collectively, the "Named Officers"):

LONG TERM
COMPENSATION
--------------------
ANNUAL COMPENSATION AWARDS AWARDS
-------------------------------------- --------------------
OTHER ANNUAL SECURITIES ALL OTHER
NAME AND COMPENSATION UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) ($) OPTIONS ($)(1)
- ------------------------------- ------ ----------------- ------------------ -------------------- -----------------

Anthony J. Caldarone 2001 $ 247,500 $ --- 175,000(2) $88,500
Chairman, Chief 2000 275,000 --- 100,000 10,093
Executive Officer 1999 275,000 --- 200,000 15,672
& President

Kelly S. McMakin 2001 110,500 --- --- 556
Former Senior Vice 2000 83,333 --- 35,000 288
President & Treasurer (3) 1999 --- --- --- ---

John G. Yates 2001 134,000 16,500(4) 55,000(5) ---
President of PrivilegeOne 2000 --- --- --- ---
Networks, LLC(6) 1999 --- --- --- ---
- ---------------

(1) Amounts reported for fiscal 2001 report include cost of premiums paid by
the Company under a program which provides officers of the Company with
additional life insurance (supplementing the coverage available under the
Company's group life insurance plan).
(2) Represents 75,000 shares underlying options granted in January 2002 for
services rendered in fiscal 2001and 100,000 shares underlying options which
were repriced in fiscal 2001.
(3) Mr. McMakin was not an executive officer of the Company in fiscal 1999.
(4) Represents housing allowance.
(5) Represents 25,000 shares underlying options granted in January 2002 for
services rendered in fiscal 2001 and 30,000 shares underlying options
granted in July 2001.
(6) Mr. Yates was not an executive officer of the Company in fiscal 1999 or
2000.

DIRECTORS' COMPENSATION

Members of the Board of Directors who are not full time employees of Calton
were each entitled in fiscal 2001 to annual compensation of $20,000 for service
as a director. Calton paid or accrued a total of $109,332 in director fees to
members of the Board of Directors during fiscal year 2001 ($29,232 of which was
paid in the form of Common Stock pursuant to elections permitted under the 1996
Option Plan and 2000 Option Plan). In fiscal 2001, directors who were not full
time employees were paid a participation fee of $1,000 for each committee
meeting attended.

In January 2002, the Board reduced the compensation payable to non-employee
directors to $10,000 per year and eliminated the compensation payable for
attendance at meetings of committees of the Board.

Each non-employee director is awarded options to purchase 10,000 shares of
the Company's Common Stock each time such director is elected or re-elected to
the Board of Directors and each time that an annual meeting of shareholders is
held during the term of such director. In order to receive the award, an
incumbent non-employee director must have attended 75% of all Board meetings and
75% of all meetings of Board committees of which the director is a member during
the prior 12 months. Options to purchase an aggregate of 50,000 shares of Common
Stock at an exercise price of $4.12 per share (the fair market value of the
Common Stock on the date of grant) were granted to non-employee directors
pursuant to this arrangement in fiscal 2001.

Directors are reimbursed for travel expenses incurred in connection with
attendance at Board and committee meetings.

EMPLOYMENT AGREEMENT WITH CHIEF EXECUTIVE OFFICER

Effective November 21, 1995, the Company entered into an Employment
Agreement (the "Employment Agreement") with Anthony J. Caldarone, Chairman,
President and Chief Executive Officer of the Company. Pursuant to the Employment
Agreement, Mr. Caldarone is entitled to a minimum annual salary of $250,000
("Base Compensation") which may be increased by the Board or a committee
thereof. In October 2001, the Board of Directors extended the term of the
Employment Agreement by one year until November 30, 2002 and Mr. Caldarone
agreed to a reduction of his base salary to $165,000 per year. In January 2002,
Mr. Caldarone agreed to a further reduction of his salary to $100,000 per year.
Mr. Caldarone is entitled to participate in any bonus compensation or benefit
plan or arrangement provided by the Company to its employees or senior level
executives, including the Company's Incentive Plan. Under the Employment
Agreement, Mr. Caldarone may be awarded up to thirty percent (30%) of the
Incentive Plan's designated incentive compensation for any fiscal year and,
subject to such limitation, is entitled to not less than one-half of the average
percentage that all awards to other Eligible Participants are of the respective
Eligible Participants' base salary for the relevant fiscal year. Mr. Caldarone
is entitled to be reimbursed by the Company for certain automobile expenses and
was granted options to purchase 100,000 shares of Common Stock under the 1996
Option Plan pursuant to the Employment Agreement.

If the Employment Agreement is terminated by reason of Mr. Caldarone's
death, the Company is obliged to reimburse Mr. Caldarone's designated
beneficiaries the cost of COBRA benefits, other than long-term disability
coverage, for a period of 18 months following the date of death. If the
Employment Agreement is terminated by reason of Mr. Caldarone's disability, Mr.
Caldarone will be entitled to receive a lump sum cash payment equal to $275,000
(the "Severance Compensation") from the Company as well as the cost of COBRA
benefits, other than long-term disability, for him and his family for a period
of 18 months following the date of termination, and continue to participate in
any group life insurance or supplemental life insurance program of the Company
then in effect for a period of 18 months following the date of termination
(collectively, the "Severance Benefits"). The Company may terminate the
Employment Agreement for just cause in the event Mr. Caldarone is convicted of a
felony in connection with his duties as an officer of the Company, if the
commission of such felony resulted in a personal financial benefit to Mr.
Caldarone. Upon termination for just cause by the Company, Mr. Caldarone is not
entitled to receive any Severance Compensation or Severance Benefits. If the
Company terminates the Employment Agreement without just cause, Mr. Caldarone is
entitled to the Severance Compensation and Severance Benefits. If the Company
terminates the Employment Agreement by issuing a notice of non-extension, Mr.
Caldarone is entitled to receive Severance Compensation as well as the Severance
Benefits. Mr. Caldarone may terminate the Employment Agreement for just cause
and receive Severance Compensation and Severance Benefits, if (i) the Board
fails to re-elect him as each of Chairman, President and Chief Executive Officer
of the Company, (ii) the Board significantly reduces the nature and scope of his
authorities, powers, duties and functions, (iii) the Company breaches any
material covenant of the Employment Agreement or (iv) the Company consents to
Mr. Caldarone's retirement. If Mr. Caldarone terminates the Employment Agreement
without just cause or by issuing a notice of non-extension, he is not entitled
to the Severance Compensation or Severance Benefits. After the date of
termination of Mr. Caldarone's employment for any of the reasons specified
herein and in the Employment Agreement, Mr. Caldarone will not receive any
further salary payments under the Employment Agreement.

OPTION GRANTS

Shown below is further information with respect to grants of stock options
in fiscal 2001 to the Named Officers by the Company which are reflected in the
Summary Compensation Table set forth under the caption "Executive Compensation."

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

Anthony J. Caldarone........ 100,000 (1) 15.7% $3.88 11/25/06 $101,307 $222,673

75,000 (2) 11.8 .61 1/25/12 28,772 72,911
Kelly S. McMakin............ --- --- --- --- --- ---
John G. Yates............... 25,000 (3) 3.9 .61 1/25/12 9,591 24,304
30,000 (3) 4.7 .825 7/19/11 15,565 39,444
- ---------------

(1) Represents shares of Common Stock underlying options which were repriced in
April 2001. These options are exercisable cumulatively in four equal annual
installments commencing on the first anniversary of the date of grant.

(2) Represents shares of Common Stock underlying options granted in January
2002 for services rendered in fiscal 2001.

(3) These options are exercisable cumulatively in five equal annual
installments commencing on the first anniversary of the date of grant.

OPTION EXERCISES AND FISCAL YEAR-END VALUES

Shown below is information with respect to options exercised by the Named
Officers during fiscal 2001 and the value of unexercised options to purchase the
Company's Common Stock held by the Named Officers at November 30, 2001.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS HELD AT FY-END (#) OPTIONS AT FY-END ($)(1)
---------------------------- ----------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------

Anthony J. Caldarone.... 200,000 $315,350 88,000 64,000 (2) (2)
Kelly S. McMakin........ 35,000 53,725 --- --- --- ---
John G. Yates........... --- --- --- 30,000 (2) (2)

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

(1) Represents market value of shares covered by in-the-money options on
November 30, 2001. The closing price of the Common Stock on such date was
$.55. Options are in-the-money if the market value of shares covered
thereby is greater than the option exercise price.

(2) Exercise price of options exceeded closing price of Common Stock on
November 30, 2001.

REPORT ON OPTION REPRICING

In January 2001, the Compensation Committee approved the grant of options
to acquire 100,000 shares of Common Stock to Anthony J. Caldarone. The options
were intended to qualify as "incentive stock options" under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), and therefore, as
required by the Code, had an exercise price of $4.27 which was equal to 110% of
the fair market value of a share of Common Stock on the date of grant. Upon
further investigation, it was determined that as a result of prior grants of
incentive stock options to Mr. Caldarone and certain limitations in the Code,
the options granted in January 2001 were not eligible for incentive stock option
treatment. As a result, the Compensation Committee reduced the exercise price to
$3.88 per share, which was equal to the fair market value of the Common Stock on
the date of grant and the exercise price which would have been designated by the
Compensation Committee at the time of original grant if it had granted options
to Mr. Caldarone that were not intended to be subject to incentive stock option
treatment under the Code.

COMPENSATION COMMITTEE

Mark N. Fessel
Frank C. Smith

Shown below is information with respect to all repricings of options held
by any executive officer of the Company during the ten fiscal years ended
November 30, 2001.

Ten-Year Option Repricings
Length of
Number of Market Price Original
Securities of Stock at Exercise Price Option Term
Underlying Time of at Time of Remaining at
Options Repricing or Repricing or New Date of
Repriced or Amendment Amendment Exercise Repricing
Name Date Amended ($) ($) Price($) Amendment
---- ---- ------- --- --- -------- ---------

Anthony J. Caldarone
President & Chief
Executive Officer.... 4/19/01 100,000 $3.88 $4.27 $3.88 4 yr 9 mo.

Kelly S. McMakin Former
Senior Vice President &
Treasurer ........... 7/19/00 10,000 $4.00 (1) $12.65 $4.50 9 yr 5 mo.

Christopher J. Burk Former
Vice President....... 7/19/00 20,000 $4.00 (1) $12.65 $4.50 9 yr 5 mo.

Maria F. Caldarone Vice
President............ 7/19/00 10,000 $4.00 (1) $12.65 $4.50 9 yr 5 mo.

Laura A. Camisa
Vice President....... 7/19/00 4,000 $4.00 (1) $12.65 $4.50 9 yr 5 mo.

David J. Coppola Former
Vice President and
Treasurer............ 7/19/01 8,000 $4.00 $12.65 $4.50 9 yr 5 mo.

1/28/97 5,000 (1) $2.05 $2.65 $2.05 9 yr 3 mo.
Bradley A. Little 1/28/97 12,000 (1) 2.05 2.50 2.05 8 yr
Former Senior Vice 1/28/97 20,000 (1) 2.05 2.50 2.05 8 yr 6 mo.
President-Finance and 4/18/95 12,000 (1) 2.50 3.60 2.50 9 yr 9 mo.
Treasurer............ 4/18/95 20,000 (1) 2.50 9.70 2.50 8 yr 3 mo
1/28/97 2,000 (1) $2.05 $2.65 $2.05 9 yr 3 mo.

Robert A. Fourniadis 1/28/97 12,000 (1) 2.05 2.50 2.05 8 yr
Former Senior Vice 1/28/97 20,000 (1) 2.05 2.50 2.05 8 yr 6 mo.
President-Legal and 4/18/95 12,000 (1) 2.50 3.60 2.50 9 yr 9 mo.
Secretary............ 4/18/95 20,000 (1) 2.50 9.70 2.50 8 yr 3 mo

Douglas T. Noakes
Former Chief
Executive Officer
and President........ 5/28/93 112,913 (2) $8.75 (3) $50.00 $7.65 12 yr 1 mo.

(1) Reflects a 1 for 5 reverse stock split effected on May 31, 2000. These
options are no longer outstanding. Information with respect to these
options is provided pursuant to Securities and Exchange Commission
regulations.

(2) After giving effect to a 1 for 20 reverse stock split effected on May 28,
1993 and a 1 for 5 reverse stock split effected on May 31, 2000.

(3) Represents the arithmetic average of the highest and lowest sale prices of
the Company's Common Stock (as adjusted for the reverse stock splits
described above) on the American Stock Exchange for June 2, 1993, the date
the Common Stock issued in connection with the Company's 1993 Plan of
Reorganization began trading on the American Stock Exchange. These options
are no longer outstanding. Information with respect to these options is
provided pursuant to Securities and Exchange Commission regulations.

CORPORATE PERFORMANCE

Set forth below is a performance graph which compares the percentage change
in the cumulative total shareholder return on the Common Stock of the Company
for the period from December 1, 1996 to November 30, 2001, with the cumulative
total return over the same period on the American Stock Exchange Market Value
Index and the JP Morgan H&Q Internet 100 Index over the same period (assuming
the investment of $100 in the Company's Common Stock, the American Stock
Exchange Market Value Index and the JP Morgan H&Q Internet Index on December 1,
1996 and that all dividends were reinvested).

[PERFORMANCE GRAPH]

CALTON INC NEW

Cumulative Total Return
------------------------------------------------------
11/96 11/97 11/98 11/99 11/00 11/01

CALTON, INC. 100.00 140.00 340.00 540.16 43.20 32.73
AMEX MARKET VALUE 100.00 118.69 125.10 160.49 157.87 143.31
JP MORGAN H & Q INTERNET 100 100.00 118.08 245.24 737.95 431.72 244.55

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the "Compensation
Committee" or the "Committee") has furnished the following report on executive
compensation.

The Compensation Committee is currently comprised of independent,
non-employee directors. It is charged with the responsibility of reviewing and
approving the compensation of the Company's officers and administration of the
Company's Incentive Plan, the Option Plans and severance policy for the
Company's senior executives.

The Committee has determined that the Company's policies for compensation,
including base compensation, incentive compensation and benefits, should be
guided by the marketplace. In recent years, the Committee has determined that
the blend of base salary and incentive compensation offered to the Company's
executive officers should emphasize performance based incentive compensation
over base salary compensation. To accomplish the Committee's compensation
objectives for the Company and to attract, motivate and retain key executives
for the management and long term success of the Company, the Company has
developed compensation programs which provide executive officers a base salary
and the opportunity to earn additional compensation based on the profits and
overall success of the Company. Compensation programs include salary and
incentive plans.

The Company's executive compensation programs have three principal
components: base salary, incentive compensation awards and stock option grants.
Factors considered when determining the base salary for an officer of the
Company include the position of the officer, the amount of responsibility
associated with such position, past performance of such responsibilities,
dedication to the pursuit of achieving individual and Company goals and the
overall results of the Company. The Committee believes that the base salaries of
the Company's executive officers are generally below or similar to the amounts
paid to comparable officers at other companies of the same or similar size and
in the businesses currently and previously conducted by the Company, and,
therefore, incentive compensation in the form of awards under the Incentive Plan
and stock option grants are key components of the total compensation paid or
awarded to officers of the Company. The type and amount of incentive
compensation is a function of the performance of both Company and individual
participants in the particular plan. For example, the Company's Incentive
Compensation Plan (the "Incentive Plan") is a cash based plan directly linked to
the Company's financial performance while the Option Plans provide a method
whereby the officers can share in the long-term growth and success of the
Company The Committee believes these components collectively provide an
appropriate relationship between an executive's compensation and the Company's
financial performance. The Incentive Plan provides for an incentive compensation
pool equal to 10% of the Company's annual pretax income, subject to certain
adjustments that may be made by the Committee to remove the effect of events or
transactions not in the ordinary course of the Company's operations. Officers
and key operations and senior corporate management employees (the "Eligible
Employees") of the Company and its subsidiaries are eligible for participation
in the Incentive Plan. In addition, a portion of the incentive pool established
under the Incentive Plan may be used for bonuses to full time employees who do
not otherwise have an opportunity to obtain a specified level of commission or
bonuses. The Eligible Employees are determined each year by the Committee based
upon the recommendations of the President and Chief Executive Officer. An
Eligible

Employee may not receive a distribution from the incentive compensation pool for
any fiscal year that exceeds 20% of the available incentive compensation pool or
100% of the Eligible Employee's base salary for the fiscal year, unless
otherwise provided in the Eligible Employee's employment agreement with the
Company. The Compensation Committee ultimately determines the percentage, if
any, to be awarded to an Eligible Employee. No awards were made under the
Incentive Plan for fiscal 2001.

The Compensation Committee reviews the performance of the Chief Executive
Officer and other officers of the Company annually. The Compensation Committee
makes recommendations to the Board with respect to salaries and determines
awards to be made under the Incentive Plan. The Compensation Committee also
determines recipients of, and the number of shares to be covered by, options
granted under the Option Plans to all employees, including officers. Incentive
compensation and stock option grants for executive officers are determined by
evaluating the performance of the individuals reviewed, their contributions to
the performance of the Company, their responsibilities, experience and
potential, their period of service at current salary and compensation practices
for comparable positions at other companies. Financial results, nonfinancial
measures and the Chief Executive Officer's evaluation of other executive
officers are considered.

In November 1995, the Board of Directors appointed Anthony J. Caldarone as
Chairman, President and Chief Executive Officer of the Company. Mr. Caldarone
had previously served in such capacity from the inception of the Company in 1981
through May 1993. In connection with the appointment of Mr. Caldarone as
Chairman, President and Chief Executive Officer, the Board approved an
employment agreement between the Company and Mr. Caldarone which provides for a
minimum base salary of $250,000 per year. In approving the employment agreement
and the compensation payable thereunder, the Board considered the compensation
paid to chief executive officers of similarly situated companies, as well as Mr.
Caldarone's qualifications and prior experience in serving in such capacity. See
"Employment Agreement with Chief Executive Officer" for a more detailed
description of the terms of the employment agreement between the Company and Mr.
Caldarone. In October 2001, Mr. Caldarone proposed a reduction of his annual
base salary to $165,000, which was approved by the Committee. In January 2002,
Mr. Caldarone proposed a further reduction in his annual base salary to
$100,000, which reduction was approved by the Committee. After considering these
reductions, and based upon the Committee's desire to provide a further incentive
to Mr. Caldarone to further develop and execute the Company's strategic plan to
enhance shareholder value, the Committee granted Mr. Caldarone options to
purchase 75,000 shares of Common Stock at an exercise price of $.61 per share
(the fair market value on the date of the grant).

In 1993, the Internal Revenue Code of 1986, as amended (the "Code"), was
amended to add Section 162(m). Section 162(m) places a limit of $1,000,000 on
the amount of compensation that may be deducted by the Company in any year with
respect to certain of the Company's highest paid executives. Certain performance
based compensation that has been approved by shareholders is not subject to the
deduction limit. The Company believes that compensation paid to its officers
under all of its compensation plans, except the Incentive Plan, options to
acquire 163,000 shares of Common Stock under the 1993 Option Plan and options to
acquire 200,000 shares of Common Stock granted pursuant to certain employment
agreements entered into in connection with the Company's acquisition of iAW,
Inc, will qualify as

performance based compensation, and will therefore be exempt from the $1,000,000
deduction limit.

COMPENSATION COMMITTEE:

Mark N. Fessel
Frank Cavell Smith, Jr.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates under a written charter adopted by the Board
of Directors. J. Ernest Brophy and Frank C. Smith, Jr. are the members of the
Audit Committee. Gerald W. Stanley served on the Audit Committee in fiscal 2001
and until his resignation as a director in March 2002. The Audit Committee
oversees the Company's financial reporting process on behalf of the Board of
Directors. Management has the primary responsibility for the financial
statements and the reporting process including the systems of internal controls.
In fulfilling its oversight responsibilities, the Audit Committee reviewed the
audited financial statements in the Company's Annual Report with management.

The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, the matters
required to be discussed by Statement on Accounting Standard No. 61
(Communications with Audit Committees). In addition, the Audit Committee has
discussed with the independent auditors the auditors' independence from
management and the Company, including the matters in the written disclosures
required by the Independence Standards Board.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors that the audited financial statements be
included in the Annual Report on Form 10-K for the year ended November 30, 2001
for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE
J. Ernest Brophy
Frank C. Smith, Jr.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than ten percent of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (the
"SEC"). Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Forms 3, 4
and 5 they file.

Based solely on the Company's review of the copies of such forms it has
received, the Company believes that all of its executive officers, directors and
greater than ten percent

shareholders complied with all filing requirements applicable to them with
respect to events or transactions during fiscal 2001, except that a Form 4
required to be filed by Mr. Caldarone in February 2001 was filed in April 2001
and Forms 4 required to be filed by Mr. Hill and Mr. Fessel in July 2001 were
filed in August 2001.

ANNUAL REPORT

The annual report to shareholders for the fiscal year ended November 30,
2001 accompanies this Proxy Statement. Aidman, Piser & Company P.A. ("Aidman,
Piser") has audited the financial statements of the Company for the fiscal year
ended November 30, 2001. PricewaterhouseCoopers LLP ("PricewaterhouseCoopers")
audited the financial statements of the Company for the two fiscal years ended
November 30, 2000. The audited financial statements for the three fiscal years
ended November 30, 2001 are contained in the annual report to shareholders. Such
annual report, including the audited financial statements contained therein, is
not incorporated in this Proxy Statement and is not deemed to be a part of the
proxy soliciting material.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

Selection of the independent public accountants for the Company is made by
the Board of Directors. Effective December 10, 2001, the Company's Board of
Directors approved the engagement of Aidman, Piser to serve as the Company's
independent public accountants for the fiscal 2001 audit, and dismissed
PricewaterhouseCoopers, which had served as the Company's auditors from 1988
through 2000. The Company's Board of Directors, upon recommendation of its Audit
Committee, approved the change in accountants. Neither of the reports of
PricewaterhouseCoopers on the financial statements of the Company for the past
two fiscal years contained an adverse opinion or disclaimer of opinion, nor was
either qualified or modified as to uncertainty, audit scope, or accounting
principle.

During the Company's two most recent fiscal years and the subsequent
interim period through December 10, 2001, there were no disagreements with
PricewaterhouseCoopers on any matter of accounting principles or practices,
financial statements disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers,
would have caused them to make reference to the subject matter of the
disagreements in their reports for such fiscal years.

During the Company's two most recent fiscal years and the subsequent
interim period through December 10, 2001, the Company did not consult with
Aidman, Piser regarding either (i) the application of accounting principles to a
specific transaction, either completed or proposed, or the type of audit opinion
that might be rendered on the Company's financial statements by Aidman, Piser
that was an important factor considered by the Company in reaching a decision as
to any accounting, auditing or financial reporting issue; or (ii) any matter
that was either the subject of a disagreement, as that term is used in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.

As previously stated under the caption "Election of Directors," the
Company's Board of Directors has an Audit Committee consisting of outside
directors, and the present members of the committee are Mr. Brophy and Mr.
Smith.

During fiscal 2001, and in connection with the audit of the Company's
fiscal 2001 financial statements, Aidman, Piser and PricewaterhouseCoopers
provided various audit and non-audit services to the Company as follows:

(a) AUDIT FEES: Aggregate fees billed by Aidman, Piser for professional
services rendered for the audit of the Company's fiscal year 2001
annual financial statements were $36,500. Aggregate fees billed by
PricewaterhouseCoopers for review of financial statements in the
Company's Form 10-Q Reports were $28,438.

(b) FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES: None.

The Audit Committee of the Board has considered whether provision of the
services described in sections (b) and (c) above is compatible with maintaining
the independent accountant's independence and, inasmuch as Aidman, Piser
provided no such services in fiscal 2001, determined that such services have not
adversely affected Aidman, Piser's independence.

A representative of Aidman, Piser will be present at the meeting and will
have an opportunity to make a statement if the representative desires to do so.
Said representative will also be available to respond to appropriate questions
from shareholders of the Company.

SHAREHOLDER PROPOSALS

Shareholder proposals for presentation at the Company's next annual meeting
must be received by the Company at its principal executive offices for inclusion
in its proxy statement and form of proxy relating to that meeting no later than
November 25, 2002. The Company's by-laws contain certain procedures which must
be followed in connection with shareholder proposals.

THE MANAGEMENT OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
NOMINEES TO THE BOARD OF DIRECTORS.

THE COMPANY SUBMITS TO THE SECURITIES AND EXCHANGE COMMISSION AN ANNUAL
REPORT ON FORM 10-K. COPIES OF THE REPORT WILL BE FURNISHED WITHOUT CHARGE UPON
WRITTEN REQUEST RECEIVED FROM ANY HOLDER OF RECORD OR BENEFICIAL OWNER OF SHARES
OF COMMON STOCK OF THE COMPANY. REQUESTS SHOULD BE DIRECTED TO SHAREHOLDER
RELATIONS, CALTON, INC., 43 WEST FRONT STREET, SUITE 15, RED BANK, NEW JERSEY
07701.

ALL SHAREHOLDERS ARE URGED TO MARK, SIGN, DATE AND SEND IN THEIR PROXIES IN
THE ENCLOSED ENVELOPE WITHOUT DELAY TO FIRST CITY TRANSFER COMPANY, P.O. BOX
170, ISELIN, NEW JERSEY 08830. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION
WILL BE APPRECIATED.

MARY H. MAGEE
SECRETARY

March 25, 2002

CALTON, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 25, 2002

THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF CALTON, INC.

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
P constitutes and appoints Anthony J. Caldarone and Laura A. Camisa and
each of them, the true and lawful attorneys, agents and proxies of
R the undersigned, with full power of substitution, to vote with respect
to all the shares of Common Stock of CALTON, INC., standing in the name
O of the undersigned at the close of business on March 18, 2002, at the
annual meeting of shareholders to be held at the Crowne Plaza West
X Palm Beach Hotel, 1601 Belvedere Road, West Palm Beach, Florida on
April 25, 2002 and at any and all adjournments thereof, with all
Y powers that the undersigned would possess if personally present and
especially (but without limiting the general authorization and power
hereby given) to vote as indicated on the reverse side hereof. Said
proxies are authorized to vote in their discretion upon any other
matters which may come before the meeting.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED, AND IF NO INSTRUCTIONS TO THE CONTRARY ARE INDICATED, WILL
BE VOTED FOR THE ELECTION OF ALL NOMINEES LISTED ON THE REVERSE SIDE
OF THIS CARD.

FOR all nominees
(except as WITHHOLD AUTHORITY
provided to the to vote for all Please mark your
contrary below) nominees votes as in this example. |X|

Election of J. Ernest |_| |_|
Brophy and Kenneth D.
Hill as Directors.

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE NOMINEE(S) NAME HERE:

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

PLEASE MARK, SIGN,
DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE
ENCLOSING ENVELOPE.

Signature(s) of Shareholder(s)
--------------------------------------------------------------------
(Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s) on this card. When
signing as attorney, trustee, executor, administrator, guardian or corporate officer, please give
your FULL title.)