2001-06-05 ~ PRE 14A

[Franko10 ™]

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
(Amendment No. )

Filed by the registrant X
---------
Filed by a party other than the registrant ____

Check the appropriate box:

X Preliminary proxy statement ___ Confidential, For Use of the
___ Definitive proxy statement Commission Only (as
___ Definitive additional materials permitted by Rule 14a-6(e)(2))
___ Soliciting material pursuant to
Rule 14a-12

CYBER MARK INTERNATIONAL CORP.
(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):

___ 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:

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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 Rules 14-a-6(I)(1) and 0-11 (set forth the
amount on which the filing fee is calculated and state how it was
determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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Fee paid previously with preliminary materials:

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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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CYBER MARK INTERNATIONAL CORP.
359 Enford Road, Unit 1
Richmond Hill, Ontario Canada L4C 3G2


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 28, 2001
--------------------------------------------------------------



NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Cyber
Mark International Corp. ("Company") will be held at 359 Enford Road, Unit 1,
Richmond Hill, Ontario, Canada on June 28, 2000 at 10:00 a.m. local time, for
the following purposes:

1. To elect one director to hold office until the Annual Meeting
of Shareholders in 2002 and until his successor has been duly
elected and qualified;

2. To consider and vote upon a proposal to amend the Company's
Articles of Incorporation to increase the number of authorized
shares of Common Stock;

3. To approve the 2001 Performance Equity Plan; and

4. To transact such other business as may properly come before
the meeting, and any adjournment(s) thereof.

The transfer books will not be closed for the Annual Meeting. Only
shareholders of record at the close of business on June 13, 2001 will be
entitled to notice of, and to vote at, the meeting and any adjournments thereof.

You are urged to read the attached proxy statement, which contains
information relevant to the actions to be taken at the meeting. In order to
assure the presence of a quorum, whether or not you expect to attend the meeting
in person, please sign and date the accompanying proxy card and mail it promptly
in the enclosed addressed, postage prepaid envelope. You may revoke your proxy
if you so desire at any time before it is voted.

By Order of the Board of Directors


Samuel Singal
President


Richmond Hill, Ontario
June 16, 2001

CYBER MARK INTERNATIONAL CORP.

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

GENERAL INFORMATION

This Proxy Statement and the enclosed form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of Cyber
Mark International Corp. ("Company") to be used at the Annual Meeting of
Shareholders of the Company to be held at 10:00 a.m. Thursday, June 25, 2001 and
any adjournment or adjournments thereof ("Annual Meeting"). The Annual Meeting
will be held at 359 Enford Road, Unit 1, Richmond Hill, Ontario, Canada. The
matters to be considered at the meeting are set forth in the attached Notice of
Meeting.

The Company's executive offices are located at 359 Enford Road, Unit 1,
Richmond Hill, Ontario, Canada L4C 3G2. This Proxy Statement and the enclosed
form of proxy are first being sent to shareholders on or about June 16, 2001.

Record Date; Voting Securities

The Board of Directors has fixed the close of business on June 13, 2001
as the record date for determination of shareholders entitled to notice of, and
to vote at, the Annual Meeting or any and all adjournments thereof. As of June
13, 2001, the Company had issued and outstanding __________ shares of Common
Stock, par value $.0001 per share ("Common Stock"), the Company's only class of
voting securities outstanding. Each shareholder of the Company will be entitled
to one vote for each share of Common Stock registered in his or her name on the
record date.

Solicitation, Voting and Revocation of Proxies

Proxies in the form enclosed are solicited by and on behalf of the
Board of Directors. The person named in the proxy has been designated as proxy
by the Board of Directors. Any proxy given pursuant to such solicitation and
received in time for the meeting will be voted as specified in such proxy. If no
instructions are given, proxies will be voted "FOR" the election of the nominee
as the director of the Company listed below under the caption Proposal I, "FOR"
the proposal to amend to Company's Articles of Incorporation to increase the
number of authorized shares of capital stock as described below under Proposal
II, "FOR" the proposal to approve the 2001 Performance Equity Plan ("2001 Plan")
and, in the discretion of the proxies named in the proxy with respect to any
other matters properly brought before the meeting and any adjournments of the
meeting. Any proxy may be revoked by written notice received by the President of
the Company at any time prior to the voting thereof, by submitting a subsequent
proxy or by attending the Annual Meeting and voting in person. Attendance by a
shareholder at the Annual Meeting does not alone serve to revoke his or her
proxy.

The presence, in person or by proxy, of a majority of the votes
entitled to be cast at the meeting will constitute a quorum at the meeting. A
proxy submitted by a shareholder may indicate that all or a portion of the
shares represented by such proxy are not being voted ("shareholder withholding")
with respect to a particular matter. Similarly, a broker may not be permitted to
vote stock ("broker non-vote") held in street name on a particular matter in the
absence of instructions from the beneficial owner of such stock. The shares
subject to a proxy which are not being voted on a particular matter (because of
either shareholder withholding or broker non-vote) will not be considered shares
present and entitled to vote on such matter. These shares, however, may be
considered present and entitled to vote on other matters and will count for
purposes of determining the presence of a quorum, unless the proxy indicates
that such shares are not being voted on any matter at the meeting, in which case
such shares will not be counted for purposes of determining the presence of a
quorum.

Directors are elected by a plurality of the votes cast at the meeting.
"Plurality" means that the nominees who receive the highest number of votes will
be elected as the directors of the Company. Consequently, any shares not voted
"FOR" a particular nominee (because of either shareholder withholding or broker
non-vote), will not be counted in such nominee's favor.

The approval of the amendment to the Articles of Incorporation requires
the affirmative vote of a majority of the shares of Common Stock outstanding and
entitled to vote. Because this proposal requires the affirmative vote of a
majority of the outstanding shares of Common Stock, abstentions on this matter
(which are considered present and entitled to vote on the matters) and shares of
Common Stock considered present, but not entitled to vote on this matter
(because of a broker non-vote), will have the same effect as a vote against the
proposal.

The 2001 Plan must be approved by the affirmative vote of a majority of
the shares of Common Stock present or represented at the annual meeting and
entitled to vote. Abstentions from voting with respect to the approval of the
2001 Plan are deemed entitled to vote with respect to such proposal and,
therefore, have the same effect as a vote against the proposal. Shares deemed
present at the meeting but not entitled to vote on the 2001 Plan (because of a
broker non-vote) are not deemed entitled to vote with respect to such proposal
and therefore will have no effect on such vote.

All other matters that may be brought before the shareholders must be
approved by the affirmative vote of a majority of the votes cast at the meeting.
Abstentions from voting are counted as "votes cast" with respect to such
proposal and, therefore, have the same effect as a vote against the proposal.
Shares deemed present at the meeting but not entitled to vote (because of either
shareholder withholding or broker non-vote) are not deemed "votes cast" with
respect to such proposal and therefore will have no effect on such vote.

Annual Report

The Company's Annual Report on Form 10-KSB to Shareholders for the
fiscal year ended December 31, 2000, as amended, which contains audited
financial statements, is being mailed with this Proxy.

Incorporation by Reference of Certain Financial Information

The Company hereby incorporates by reference its consolidated financial
statements as at December 31, 2001, and the management's discussion and analysis
contained in the Annual Report on Form 10-KSB for the fiscal year ended December
31, 2001.

Recent Developments

The Board of Directors recently approved a series of agreements to
restructure the Company. The Company, pursuant to a Stock Purchase Agreement
between the Company and Samuel Singal, the Chairman of the Board and Chief
Operating Officer of the Company, sold 100 shares of common stock of CM300
Corporation ("CM300"), its wholly owned subsidiary, to Mr. Singal in exchange
for all of the right, title and interest in and to all of the intellectual
property owned by Mr. Singal and used in the conduct of the business of CM300.
The shares are all the outstanding shares of CM300. Further, in exchange for an
assignment by CM300 to the Company of all of its right, title and interest in
and to all of the intellectual property owned by CM300 and used in the conduct
of the business of CM300, the Company assumed all responsibility and obligation
for repayment of a shareholder loan in the amount of $76,051 made to CM300 by
Mr. Singal ("Indebtedness"). Upon assumption of the Indebtedness, the Company
converted the Indebtedness into 661,313 shares of Common Stock based upon the
value of the Indebtedness and the closing price of the Common Stock on May 17,
2001 ($.115).

CM300 has not had any operations for approximately 18 months that have
generated any revenues. The fixed assets of CM300 are not considered to have any
substantial value and some are pledged to secure prior obligations of CM300.
Some of the obligations are guaranteed by Mr. Singal. None of the obligations of
CM300 are those of the Company or guaranteed by the Company, other than as
specifically assumed. By acquiring all the intellectual property used in the
business of virtual reality games, the Company believes it is retaining the
substantial assets of the consolidated entity. In addition, the Company believes
the intellectual property and the reorganization to eliminate the loss
generating CM300 subsidiary may make it move attractive as a public corporation.

Additionally, the Board of Directors approved a stock dividend of ten
shares of Common Stock for every one share of Common Stock outstanding (the
"Dividend"), to be payable on the fourteenth day after all required corporate
actions have been taken to increase the Common Stock capitalization of the
Company.

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information as of June 13, 2001,
with respect to the stock ownership of (i) those persons or groups who
beneficially own more than 5% of the Company's Common Stock, (ii) each director
of the Company, (iii) each executive officer whose compensation exceeded
$100,000 in 2000, and (iv) all directors and executive officers of the Company
as a group (based upon information furnished by such persons).


Amount and Nature
of Beneficial Percent
Name of Beneficial Owner Ownership of Class1
- ------------------------ --------- ---------
Samuel Singal(1) 7,666,000 41%
Roelandt Dominic (2) 1,500,000 7%
All directors and executive
officers as a group 7,666,000 41%
(1 persons)


(1) The person's address is 359 Enford Road, Unit 1, Richmond Hill,
Ontario, Canada L4C 3G2.

(2) The person's address is Molenstraat 23, _______, Belgium.

PROPOSAL I: ELECTION OF DIRECTOR

The person listed below has been designated by the Board of Directors
as the candidate for election as director to serve until the next annual meeting
of shareholders or until his respective successor has been elected and
qualified. Unless otherwise specified in the form of proxy, the proxies
solicited by management will be voted "FOR" the election of this candidate. In
case this nominee becomes unavailable for election to the Board of Directors, an
event which is not anticipated, the person named as proxy, or his substitute,
shall have full discretion and authority to vote or refrain from voting for any
other nominee in accordance with their judgment.


Name Age Director Since Position
- ---- --- -------------- --------
Samuel Singal 52 1998 Chairman of the Board and Chief
Operating Officer and Director

Samuel Singal founded the Company's principal subsidiary, CM300 in 1996
and the Company in 1998 as a holding company. Mr. Singal has been the Chairman
and Chief Operating Officer of the Company since 1998 and the President of CM300
since 1996. From 1994 until 1996, Mr. Singal was employed at Cybermind Systems,
where he held the position of President.

Board Meetings and Committees

During the fiscal year ended December 31, 2000, the Board of Directors
acted by unanimous consent three times. Members of the Board of Directors
generally are elected annually by the shareholders of the Company and may be
removed as provided in the General Corporation Law of the State of Delaware and
the Company's Articles of Incorporation.

Compensation of Outside Directors

Directors who are employees of the Company receive no cash compensation
for serving on the board of directors other than reimbursement of reasonable
expenses incurred in attending meetings. There are no outside directors of the
Company, and the Company does not have any policy on compensation of outside
directors at this time.

Executive Compensation

The Company currently does not pay any salary to Mr. Singal. Mr. Singal
is not employed under a written contract of employment.

The Company cannot determine, without unreasonable effort or expense,
the specific amount of certain personal benefits afforded to its employees, or
the extent to which benefits are personal rather than for business. The Company
has concluded that the aggregate amounts of such personal benefits which cannot
be specifically or precisely ascertained do not in any event exceed, as to each
individual named above, the lesser of $50,000 or 10% of the compensation
reported above for such individual, or, in the case of a group, the lesser of
$50,000 for each individual in the group, or 10% of the compensation reported
above for the group, and that such information set forth above is not rendered
materially misleading by virtue of the omission of the value of such personal
benefits.

1998 Performance Equity Plan

We have a Performance Equity Plan which was adopted in 1998 and
provides for the issuance of stock-based awards for up to 520,000 shares of
Common Stock. The awards under this plan may be granted separately or together
with other awards. The awards include non-incentive stock options, stock bonuses
and cash payment awards. Awards may be granted to consultants, directors,
employees and officers of the Company. No incentive awards may be granted under
this plan. We have granted any awards under this plan to date.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who beneficially own more
than ten percent of a registered class of the Company's equity securities ("ten
percent shareholders") to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC") and the National Association
of Securities Dealers, Inc. Officers, directors and ten percent shareholders are
charged by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely upon its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that, during
the fiscal year ended December 31, 2000, the filing requirements applicable to
its executive officers, directors and ten percent shareholders were not
fulfilled or not fulfilled on a timely basis.

[Franko10 ™]

PROPOSAL II: TO APPROVE THE AMENDMENT
TO THE ARTICLES OF INCORPORATION TO CHANGE THE CAPITAL

The Company is currently authorized by its Articles of Incorporation to
issue 75,000,000 shares of Common Stock and 3,000,000 shares of Preferred Stock.
As of the record date, shares of Common Stock were outstanding and no shares of
Preferred Stock were outstanding. In addition, the Company is obligated to
reserve 520,000 shares of Common Stock for issuance under the 1998 Performance
Equity Plan and 2,000,000 shares of Common Stock for issuance under the 2001
Plan. Further, the Board requires additional shares to effect the Dividend. For
the Dividend, the Company will need to have available approximately ____ shares
of Common Stock. The Common Stock does not and will not have any preemptive
rights. The issuance of the shares for the Dividend will not have a dilutive
effect on the current stockholders because the Dividend will represent only a
proportionate increase in their holdings. The rights of the holders of Common
Stock will not be altered as a result of the Dividend.

Based on the number of shares of Common Stock outstanding as of the
record date, the need to reserve shares of Common Stock as set forth above and
the current Articles of Incorporation limit of 75,000,000 shares of Common
Stock, the Board of Directors has determined that there is an inadequate number
of authorized shares of Common Stock under the Articles of Incorporation for
management to be able to meet current obligations of the Company and to plan for
the future growth and development of the Company. Accordingly, the Board of
Directors proposes to amend the Articles of Incorporation to increase the
authorized number of shares of Common Stock by an additional 425,000,000 shares
of Common Stock to 500,000,000 shares of Common Stock.

The Board of Directors believes approval of the amendment to the
Articles of Incorporation to increase the capital is in the best interest of the
Company and its stockholders. The authorization of additional shares of Common
Stock will enable the Company to meet its obligations under the various employee
benefit plans, and issue securities convertible, exercisable or exchangeable for
Common Stock in the future. Further, the authorization of additional shares will
enable the Board of Directors to implement the Dividend. The proposed amendment
will also give the Board of Directors flexibility to authorize the issuance of
shares of Common Stock in the future for financing the Company's business, for
acquiring other businesses, for forming strategic partnerships and alliances and
for stock dividends and stock splits.

Approval of the proposal will permit the Board of Directors to issue
additional shares of Common Stock without further approval of the stockholders
of the Company; and the Board of Directors does not intend to seek stockholder
approval prior to any issuance of the authorized capital stock unless
stockholder approval is required by applicable law or stock market or exchange
requirements. Although the Company from time to time reviews various
transactions that could result in the issuance of Common Stock, the Company is
not a party to any agreement to issue additional shares of its capital stock,
except as may be required in connection with the exercise of existing
outstanding options or warrants, or in connection with options and other stock
based awards which may be issued under the Company's 1998 Performance Equity
Plan, the 2001 Plan or under any other plan or arrangement the Board of
Directors may hereafter approve.

Other than limited provisions in the Company's by-laws, the Company
does not have in place provisions which may have an anti-takeover effect. At
this Annual Meeting, the shareholders are being asked to consider and approve a
proposal to increase the number of authorized shares of Common Stock. This
proposal has not resulted from the Company's knowledge of any specific effort to
accumulate the Company's securities or to obtain control of the Company by means
of a merger, tender offer, proxy solicitation in opposition to management or
otherwise. The Company is not submitting this proposal to enable it to frustrate
any efforts by another party to acquire a controlling interest or to seek Board
representation.

In certain instances, the issuance of additional shares of Common Stock
will have a dilutive effect on earnings per share and on the equity and voting
power of existing security holders of the Company's capital stock. It may also
adversely affect the market price of the Common Stock. However, if additional
shares are issued in transactions whereby favorable business opportunities are
provided and allow the Company to pursue its business plans, the market price
may increase.

The holders of Common Stock of the Company are entitled to one vote for
each share held of record on all matters to be voted on by the stockholders of
the Company. There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the shares of
Common Stock of the Company voted in an election of directors can elect the
directors of the Company. The holders of Common Stock are entitled to receive
dividends when, as, and if declared by the Board of Directors out of funds
legally available therefor. The Company never has paid cash dividends on its
shares of Common Stock. In the event of liquidation, dissolution or winding up
of the Company, the holders of the shares of Common Stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities and after provision has been made for each class of stock, if
any, having preference over the Common Stock. Holders of shares of Common Stock
have no conversion, preemptive or other subscription rights, and there are no
redemption provisions applicable to the Common Stock.

The affirmative vote of a majority of the outstanding Common Stock is
required to approve the amendment to the Articles of Incorporation.

If the proposal to amend the Articles of Incorporation is approved, the
fourth article of the Articles of Incorporation will be amended promptly after
the meeting to increase the number of shares of Common Stock the Company is
authorized to issue to 500,000,000.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL
OF THE PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE
THE CAPITAL


PROPOSAL III: TO APPROVE THE
2001 PERFORMANCE EQUITY PLAN

On May 10, 2001, our board of directors adopted the 2001 Performance
Equity Plan subject to shareholder approval at the annual meeting. Our board of
directors believes that in order to continue to attract and retain directors,
officers, employees and consultants of the highest caliber, provide increased
incentive and to continue to promote the well-being of our company, it is in the
best interest of our company and its stockholders to provide our directors,
officers, employees and consultants an opportunity to acquire a proprietary
interest in us.

Summary of the 2001 Plan

The following summary of the 2001 Plan does not purport to be complete,
and is subject to and qualified in its entirety by reference to the 2001 Plan, a
copy of which is annexed to this proxy statement as Appendix B.

Administration

The 2001 Plan is administered by the Board or, at its discretion, by
the Company's Stock Option Committee or such other committee as may be
designated by the Board (the "Committee"). All references herein to the
"Committee" shall mean the Committee or the Board. The Committee has full authority, subject to the provisions of the 2001 Plan, to award any of the
following, either alone or in tandem with each other:

o stock options;

o stock appreciation rights;

o restricted stock;

o deferred stock;

o stock reload options; and

o other stock-based awards.

Subject to the provisions of the 2001 Plan, the Committee determines,
among other things, the persons to whom from time to time awards may be granted,
the specific type of award to be granted, the number of shares subject to each
award, share prices, any restrictions or limitations on such awards, and any
vesting, exchange, deferral, surrender, cancellation, acceleration, termination,
exercise or forfeiture provisions related to such awards. The interpretation and
construction by the Committee of any provisions of, and the determination by the
Committee of any questions arising under, the 2001 Plan or any rule or
regulation established by the Committee pursuant to the 2001 Plan shall be final
and binding on all persons interested in the 2001 Plan. Awards under the 2001
Plan are evidenced by agreements.

Stock Subject to the 2001 Plan

The 2001 Plan authorizes the granting of awards, whose exercise would
allow up to an aggregate of 10,000,000 shares of Common Stock, to be acquired by
the holders of such awards. The Company has issued restricted stock under the
2001 Plan for 7,000,000 shares of Common Stock. There are 3,000,000 shares of
Common Stock remaining to be granted. In order to prevent the dilution or
enlargement of the rights of holders under the 2001 Plan, the number of shares
of Common Stock authorized by the 2001 Plan is subject to equitable adjustment
in terms of any award (both of shares and price) by the board of directors in
the event of any increase or decrease in the number of shares of outstanding
Common Stock resulting from a merger, reorganization, consolidation, dividend
(other than a cash dividend) payable on shares of Common Stock, stock split,
reverse stock split, combination or exchange of shares, or other extraordinary
or unusual event occurring after the grant of an award which results in a change
in the shares of our common stock. The shares of Common Stock acquirable
pursuant to the awards will be made available, in whole or in part, from
authorized and unissued shares of Common Stock or treasury shares of Common
Stock. If any award granted under the 2001 Plan is forfeited or terminated, the
shares of Common Stock that were available pursuant to such award shall again be
available for distribution in connection with awards subsequently granted under
the 2001 Plan.

Eligibility

Subject to the provisions of the 2001 Plan, awards may be granted to
directors, officers, employees and consultants who are deemed to have rendered
or to be able to render significant services to us and who are deemed to have
contributed or to have the potential to contribute to our success. Incentive
stock options may be awarded only to persons who are our employees at the time
of grant of such awards. Notwithstanding the foregoing, an award may be made or
granted to a person in connection with his hiring or retention, or at any time
on or after the date he reaches an agreement (oral or written) with the Company
with respect to such hiring or retention, even though it may be prior to the
date the person first performs services for the Company; provided, however, that
no portion of any such award shall become vested prior to the date the person
first performs such services.

Types of awards

Options. The 2001 Plan provides both for "Incentive" stock options as
defined in Section 422 of the Internal Revenue Code of 1986, as amended, and for
options not qualifying as Incentive stock options, both of which may be granted
with any other stock-based award under the 2001 Plan. For Incentive stock
options to result in the tax benefits to the holders, the 2001 Plan must be
adopted by the stockholders before January 11, 2001. If the 2001 Plan is not
adopted by stockholders, any Incentive stock options will be treated like
Non-Incentive stock options.

The Committee determines the exercise price per share of Common Stock
purchasable under an Incentive or Non-Incentive stock option. The exercise price
of Non-Incentive stock options may be less than 100% of the fair market value of
our Common Stock on the date of the grant. The exercise price of Incentive
stock options may not be less than 100% of the fair market value on the day of
the grant or, in the case of an Incentive stock option granted to a person
possessing more than 10% of the total combined voting power of all classes of
our stock, not less than 110% of such fair market value ("10% stockholder"). In
the case of an Incentive stock option, the aggregate fair market value on the
date of grant of the stock option with respect to which Incentive stock options
become exercisable for the first time by a holder during any calendar year shall
not exceed $100,000. An Incentive stock option may only be granted within a
ten-year period from the date the 2001 Plan is adopted and approved and may only
be exercised within ten years from the date of the grant or, within five years
in the case of an Incentive stock option granted to a 10% stockholder. Subject
to any limitations or conditions the Committee may impose, stock options may be
exercised, in whole or in part, at any time during the term of the stock option
by providing us with written notice of exercise specifying the number of shares
of Common Stock to be purchased. Such notice must be accompanied by payment in
full of the purchase price, either in cash or, if provided in the agreement, in
our securities, or in a combination of the two.

Except as set forth below, stock options granted under the 2001 Plan
may not be transferred other than by will or by the laws of descent and
distribution and are exercisable only by the holder or, to the extent of legal
incapacity or incompetency, the holder's guardian or legal representative,
during his or her lifetime. Notwithstanding the foregoing, a holder, with the
approval of the Committee, may transfer a Non-Incentive stock option (i) (A) by
gift, for no consideration, or (B) pursuant to a domestic relations order, in
either case, to or for the benefit of the holder's "Immediate Family" (as
defined below), or (ii) to an entity in which the holder and/or members of
holder's Immediate Family own more than fifty percent of the voting interest, in
exchange for an interest in that entity, subject to such limits as the Committee
may establish, and the transferee shall remain subject to all the terms and
conditions applicable to the stock option prior to such transfer. The term
"Immediate Family" shall mean any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law, including adoptive relationships, any person sharing the holder's
household (other than a tenant or employee), a trust in which these persons have
more than fifty percent beneficial interest, and a foundation in which these
persons (or the Holder) control the management of the assets.

Generally, if the holder is an employee, no stock options granted under
the 2001 Plan may be exercised by the holder unless he or she is employed by us
or a subsidiary of ours at the time of the exercise and has been so employed
continuously from the date the stock options were granted. However, in the event
the holder's employment is terminated due to the holder's death or disability,
the holder (or, in the case of the holder's death, his or her legal
representative or legatee under his or her will) may still exercise his or her
stock options for a period of one year from the date of such termination, or
such other greater or lesser period as the Committee may specify at the time of
grant, or until the expiration of the stated term of the stock option, whichever
period is shorter. If the holder's employment is terminated for any reason other
than death or disability, the stock option shall automatically terminate.
Notwithstanding the foregoing, if the holder's employment is terminated by us without cause or due to normal retirement upon the holder attaining the age of
65, then the portion of any stock option that has vested on the date of
termination may be exercised for the lesser of three months after termination or
the balance of the stock option's term, or such other greater or lesser or
period as the Committee may specify at the time of grant.

Stock appreciation rights. The Committee may grant stock appreciation
rights to participants who have been, or are being, granted stock options under
the 2001 Plan as a means of allowing them to exercise their stock options
without the need to pay the exercise price in cash. In conjunction with
Non-Incentive stock options, SARs may be granted either at or after the time of
the grant of such Non-Incentive stock options. In conjunction with Incentive
stock options, SARs may be granted only at the time of the grant of such
Incentive stock options. A SAR entitles the holder to surrender to us all or a
portion of a stock option in exchange for a number of shares of Common Stock
determined by dividing the excess of the fair market price per share of Common
Stock on the exercise date over the exercise price per share (as specified by
the related stock option) by the fair market value of the stock option on the
date the SAR is exercised.

Restricted stock. The Committee may award shares of restricted stock
either alone or in addition to other awards granted under the 2001 Plan. The
Committee determines the persons to whom grants of restricted stock are made,
the number of shares to be awarded, the price, if any, to be paid for the
restricted stock by the person receiving such stock, the restriction period
within which awards of restricted stock may be subject to forfeiture, the
vesting schedule and rights to acceleration thereof, and all other terms and
conditions of the restricted stock awards.

Restricted stock awarded under the 2001 Plan may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of
other than to us during the applicable restriction period. Other than regular
cash dividends and other cash equivalent distributions as the Committee may
designate, pay or distribute, we will retain custody of all distributions made
or declared with respect to the restricted stock during the restriction period.
A breach of any restriction regarding the restricted stock will cause a
forfeiture of such restricted stock and any retained distributions with respect
thereto. Except for the foregoing restrictions, the holder shall, even during
the restriction period, have all of the rights of a stockholder, including the
right to receive and retain all regular cash dividends and other cash equivalent
distributions as the Committee may designate, pay or distribute on such
restricted stock and the right to vote such shares.

In order to enforce the foregoing restrictions, the 2001 Plan requires
that all shares of restricted stock awarded to the holder remain in our physical
custody until the restrictions on such shares have terminated and all vesting
requirements with respect to the restricted stock have been fulfilled.

Deferred stock. The Committee may award shares of deferred stock either
alone or in addition to other awards granted under the 2001 Plan. The Committee
determines the eligible persons to whom, and the time or times at which,
deferred stock will be awarded, the number of shares of deferred stock to be
awarded, the duration of the period during which, and the conditions under
which, receipt of the stock will be deferred, and all the other terms and
conditions of such deferred stock awards.

Deferred stock awards granted under the 2001 Plan may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of
other than to us during the applicable deferral period. The holder shall not
have any rights of a stockholder until the expiration of the applicable deferral
period and the issuance and delivery of the certificates representing such
Common Stock. The holder may request to defer the receipt of a deferred stock
award for an additional specified period or until a specified event. Such
request must generally be made at least one year prior to the expiration of the
deferral period for such deferred stock award.

Stock reload options. The Committee may grant stock reload options to a
holder who tenders shares of Common Stock to pay the exercise price of a stock
option, and arranges to have a portion of the shares otherwise issuable upon
exercise withheld to pay the applicable withholding taxes. A stock reload option
permits a holder to exercise a stock option by delivering stock owned by him for
a minimum of six months and receive a new stock option in exchange at the
current market price for the same number of shares delivered to exercise the
option. The Committee determines the terms, conditions, restrictions and
limitations of the stock reload options. The exercise price of stock reload
options shall be the fair market value as of the date of exercise of the
exchanged option. Unless the Committee determines otherwise, a stock reload
option may be exercised commencing one year after it is granted and expires on
the expiration date of the exchanged option.

Other stock-based awards. The Committee may grant other stock-based
awards, subject to limitations under applicable law, that are denominated or
payable in, valued in whole or in part by reference to, or otherwise based on or
related to, shares of Common Stock, as deemed by the Committee to be consistent
with the purposes of the 2001 Plan, including purchase rights, shares of Common
Stock awarded which are not subject to any restrictions or conditions,
convertible or exchangeable debentures or other rights convertible into shares
of Common Stock and awards valued by reference to the value of securities of or
the performance of specified subsidiaries. Subject to the terms of the 2001
Plan, the Committee has complete discretion to determine the terms and
conditions of other stock-based awards. Other stock-based awards may be awarded
either alone, in addition to, or in tandem with any other awards under the 2001
Plan or any other plan in effect.

Competition

If a holder's employment is terminated for any reason whatsoever, and
within 18 months after the date of termination such holder either (i) accepts
employment with any of our competitors or otherwise engages in competition with
us, or (ii) discloses to anyone outside the Company or uses any of our
confidential information or material in violation of our policies or any
agreement between us and the holder, the Committee, in its sole discretion, may
require the holder to return to us the economic value of any award that was
realized or obtained by the holder at any time during the period beginning on
that date that is six months prior to the date the holder's employment was
terminated.

Withholding taxes

Upon the exercise of any award granted under the 2001 Plan, the holder
may be required to remit to us an amount sufficient to satisfy all federal,
state and local withholding tax requirements prior to delivery of any
certificate or certificates for shares of Common Stock. Subject to certain
stringent limitations under the 2001 Plan, and at our discretion, the holder may
satisfy these requirements by electing to have us withhold a portion of the
shares to be received upon the exercise of the award having a value equal to the
amount of the withholding tax due under applicable federal, state and local
laws.

[Franko10 ™]

Agreements; Transferability

Stock options, SARs, restricted stock, deferred stock, stock reload
options and other stock-based awards granted under the 2001 Plan will be
evidenced by agreements consistent with the 2001 Plan in such form as the
Committee may prescribe. Neither the 2001 Plan nor agreements thereunder confer
any right to continued employment upon any holder of a stock option, SAR,
restricted stock, deferred stock, stock reload option or other stock-based
award. Further, all agreements will provide that the right to exercise stock
options, receive restricted stock after the expiration of the restriction period
or deferred stock after the expiration of the deferral period, receive payment
under other stock-based awards, or exercise an SAR cannot be transferred except
by will or the laws of descent and distribution.

Term and amendments

Unless terminated by the Board, the 2001 Plan shall continue to remain
effective until such time as no further awards may be granted and all awards
granted under the 2001 Plan are no longer outstanding. Notwithstanding the
foregoing, grants of Incentive stock options may only be made during the ten
year period following the date the 2001 Plan becomes effective, if the 2001 Plan
is adopted by the stockholders prior to May 10, 2002. The Board may at any time,
and from time to time, amend the 2001 Plan, provided that no amendment shall be
made which would impair the rights of a holder under any agreement entered into
pursuant to the 2001 Plan without the holder's consent.


OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE APPROVAL OF THE PROPOSAL TO APPROVE THE 2001 PLAN


INDEPENDENT ACCOUNTANTS

The independent accounting firm for the Company is Citrin Cooperman &
Company. A representative of Citrin Cooperman & Company LLP is expected to be
present at the meeting with an opportunity to make a statement if he desires to
do so and is expected to be available to respond to appropriate questions.

SOLICITATION OF PROXIES

The cost of proxy solicitations will be borne by the Company. In
addition to solicitations of proxies by use of the mails, some officers or
employees of the Company, without additional remuneration, may solicit proxies
personally or by telephone. The Company may also request brokers, dealers, banks
and their nominees to solicit proxies from their clients where appropriate, and
may reimburse them for reasonable expenses related thereto.

SHAREHOLDER PROPOSALS

Shareholder Proposals and Nominations

Proposals of shareholders intended to be presented at the annual
meeting to be held in 2002 must be received at the Company's offices by April
19, 2001 for inclusion in the proxy materials relating to that meeting.

The Company has provisions in its certificate of incorporation intended
to promote the efficient functioning of its shareholder meetings. Some of the
provisions describe the Company's right to determine the time, place and conduct
of shareholder meetings and to require advance notice by mail or delivery to the
Company of shareholder proposals or director nominations for shareholder
meetings.

Under the certificate of incorporation, shareholders must provide the
Company with at least 70 days notice of business the shareholder proposes for
consideration at the meeting and persons the shareholder intends to nominate for
election as directors at the meeting. This notice must be received for the
annual meeting in the year 2002 on April 19, 2002. Shareholder proposals must
include the exact language of the proposal, a brief description of the matter
and the reasons for the proposal, the name and address of the shareholder making
the proposal and disclosure of that shareholder's number of shares of Common
Stock owned, length of ownership of the shares, representation that the
shareholder will continue to own the shares through the shareholder meeting,
intention to appear in person or proxy at the shareholder meeting and material
interest, if any, in the matter being proposed. Shareholder nominations for
persons to be elected as directors must include the name and address of the shareholder making the nomination, a representation that the shareholder owns
shares of Common Stock entitled to vote at the shareholder meeting, a
description of all arrangements between the shareholder and each nominee and any
other persons relating to the nomination, the information about the nominees
required by the Exchange Act of 1934 and a consent to nomination of the person
nominated.

Shareholder proposals or nominations should be addressed to The
Secretary, Cyber Mark International Corp., 359 Enford Road, Unit 1, Richmond
Hill, Ontario, Canada L4C 3G2.

Discretionary Voting of Proxies on Other Matters

The Company does not now intend to bring before the Annual Meeting any
matters other than those specified in the notice of the Annual Meeting, and it
does not know of any business which persons other than the Board of Directors
intend to present at the Annual Meeting. Should any business requiring a vote of
the shareholders, which is not specified in the notice, properly come before the
Annual Meeting, the persons named in the accompanying proxy intend to vote the
shares represented by them in accordance with their best judgment.

By Order of the Board of Directors

Samuel Singal
President
Richmond Hill, Ontario
June 16, 2001


CYBER MARK INTERNATIONAL CORP. - PROXY
Solicited By The Board Of Directors
for Annual Meeting To Be Held on June 28, 2001

The undersigned Shareholder(s) of Cyber Mark International
Corp., a Delaware corporation ("Company"), hereby appoint Samuel Singal
with full power of substitution, as the agent, attorney and proxy of
the undersigned, to vote the shares standing in the name of the
undersigned at the Annual Meeting of Shareholders of the Company to be
P held on June 28, 2001 and at all adjournments thereof. This proxy will
be voted in accordance with the instructions given below. If no
instructions are given, this proxy will be voted FOR all of the
following proposals.

R 1. Election of the following Directors:

FOR all nominees listed below except WITHHOLD AUTHORITY to vote
O as marked to the contrary below |_| for all nominees listed
below|_|

Samuel Singal

X INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name in the
space below.
Y
-----------------------------------------------------



2. Approve the Amendment to the Certificate of Incorporation to
increase the number of authorized shares of capital stock of the
Company.

FOR |_| AGAINST |_| ABSTAIN |_|


3. Approve the 2001 Performance Equity Plan.

FOR |_| AGAINST |_| ABSTAIN |_|


4. In his discretion, the proxy is authorized to vote upon such other
business as may come before the meeting or any adjournment
thereof.

FOR |_| AGAINST |_| ABSTAIN |_|

|_| I plan on attending the Annual Meeting.

Date: ___________________, 2001



------------------------------
Signature

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Signature if held jointly

Please sign exactly as name appears above.
When shares are held by joint tenants, both
should 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 President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.