SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14(A) INFORMATION

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

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

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ][_]

Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Enviro-Clean of America,

Titanium Holdings Group, Inc.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------________________________________________________________________
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)

Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ][_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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

- --------------------------------------------------------------------------------________________________________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):

- --------------------------------------------------------------------------------________________________________________________________________________________
(5) Total fee paid:

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

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

(1) Amount previously paid:

- --------------------------------------------------------------------------------________________________________________________________________________________
(3) Filing party:

- --------------------------------------------------------------------------------
(4)________________________________________________________________________________
Date filed:

Enviro-Clean of America, Inc.[LOGO OF TITAMIUM HOLDINGS GROUP, INC.]
1023 Morales Street
San Antonio, , Texas 78207

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

To Be Held June 13, 200114, 2002

San Antonio, Texas
April 27, 20012002

To Our Stockholders:

You are cordially invited to attend the Annual Meeting of
Stockholders (the "Annual Meeting") of Enviro-Clean of America,Titanium Holdings Group, Inc. The meetingAnnual
Meeting will be held on Wednesday,Friday, June 13,
2001,14, 2002, at 10:30 a.m. at 300 Convent,
15th Floor, San Antonio, Texas 78205. Only shareholdersstockholders of record at the close
of business on April 30, 20012002 are entitled to notice of and to vote at the
meeting.Annual Meeting. This Proxy Statement and the accompanying proxy card are being
sent to the stockholders of Titanium on or about May 9, 2002.

At the meeting,Annual Meeting, stockholders are being asked:

. To elect fivesix directors to serve for the coming year.

. To ratify the selection of Goldstein, Golub, & Kessler L.L.P. as
independent auditors for the year ending December 31, 2001.2002.

. To transact any other business which may properly come before the
meetingAnnual Meeting or any adjournment thereof.

It is very important that your shares are represented and voted at the
meeting.Annual Meeting. Accordingly, please sign, date and return the enclosed proxy
card. If you attend the meeting,Annual Meeting, you may vote in person even if you have
previously mailed a proxy card. We would appreciate your informing us on the
proxy card if you expect to attend the meetingAnnual Meeting so that we can provide
adequate seating.

The continuing interest of our stockholders in the business of Enviro-Clean
of America,Titanium
Holdings Group, Inc. is appreciated and we hope that many of you will be able to
attend the Annual Meeting.

By order of the Board of Directors

/s/Richard Kandel
--------------------------------------
Richard KandelRandall K. Davis
--------------------------------------------
Randall K. Davis
Chief Executive Officer

20012002 ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING...........MEETING ............. 1
Why Am I Receiving These Materials?............................................. 1
What Information Is Contained In These Materials?............................... 1
What Proposals Will Be Voted On At The Annual Meeting?.......................... 1
Which Shares That I Own Can Be Voted At The Annual Meeting?..................... 1
What Is The Difference Between Holding Shares As A Shareholder Of Record And As
A Beneficial Owner?...................................................... ............................................................. 1
If My Shares Are Held In "Street Name" By My Broker, Will My Broker Vote My
Shares For Me?............................................................... .................................................................. 2
How Can I Vote My Shares In Person At The Annual Meeting?....................... 2
How Can I Vote My Shares Without Attending The Annual Meeting?.................. 2
Can I Revoke My Proxy?.......................................................... 2
What If I Return My Proxy Card Without Specifying My Voting Choices?............ 2
What Does It Mean If I Receive More Than One Proxy Or Voting Instruction Card?.. 2
What Constitutes A Quorum?...................................................... 3
What Are Enviro-Clean's Voting Recommendations?................................. 3
Where Can I Find The Voting Results Of The Annual Meeting.......................Meeting ....................... 3
GENERAL INFORMATION..............................................................INFORMATION ................................................................ 4
THE BOARD OF DIRECTORS........................................................... 4DIRECTORS ............................................................. 5
Compensation of Directors.......................................................Directors ....................................................... 5
Board Meetings..................................................................Meetings .................................................................. 5
Committees of the Board.........................................................Board ......................................................... 5
PROPOSAL 1: ELECTION OF DIRECTORS................................................DIRECTORS .................................................. 6
Nominees for Director...........................................................Director ........................................................... 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................... 8MANAGEMENT ..................... 9
EXECUTIVE COMPENSATION........................................................... 9COMPENSATION ............................................................. 11
Employment Agreements........................................................... 9Agreements ........................................................... 11
Summary Compensation Table...................................................... 11Table ...................................................... 12
Stock Option Grant Table........................................................ 12Table ........................................................ 13
Stock Option Exercises.......................................................... 12Exercises .......................................................... 14
AUDIT COMMITTEE REPORT........................................................... 12REPORT ............................................................. 14
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT................................ 14ACT .................................. 15
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................... 14TRANSACTIONS ..................................... 15
PROPOSAL 2: SELECTION OF INDEPENDENT AUDITORS....................................AUDITORS ...................................... 17
SHAREHOLDER PROPOSALS .............................................................. 18
SHAREHOLDER PROPOSALS............................................................ 19
GENERAL.......................................................................... 19
APPENDIX A....................................................................... A-1GENERAL ............................................................................ 18

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING

Q: WHY AM I RECEIVING THESE MATERIALS?

A: Enviro-Clean'sTitanium's Board of Directors (the "Board") is providing these proxy
materials for you in connection with Enviro-Clean'sTitanium's Annual Meeting of
shareholders,stockholders, which will take place on June 13, 2001.14, 2002. The Board is
soliciting proxies to be used at the meeting.Annual Meeting. You are also
invited to attend the Annual Meeting and are requested to vote on the
proposals described in this proxy statement.

Q: WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?

A: The information included in this proxy statement relates to the
proposals to be voted on at the Annual Meeting, the voting process, the
compensation of directors and our most highly paid officers, and
certain other required information. Enviro-Clean's 2000Titanium's 2001 Annual Report on
Form 10-KSB, Proxy Card and return envelope are also enclosed.

Q: WHAT PROPOSALS WILL BE VOTED ON AT THE ANNUAL MEETING?

A: There are two proposals scheduled to be voted on at the Annual Meeting:
the election of directors and the ratification of Goldstein, Golub and
Kessler, L.L.C. as Enviro-Clean'sTitanium's independent accountants for the year
ending December 31, 2001.2002.

Q: WHICH SHARES THAT I OWN CAN BE VOTED AT THE ANNUAL MEETING?

A: All shares owned by you as of the close of business on April 30, 20012002
(the "Record Date") may be voted by you. These shares include shares
that are: (1) held directly in your name as the shareholderstockholder of record,
and (2) held for you as the beneficial owner through a stockbroker,
bank or other nominee. Each of your shares is entitled to one vote at
the Annual Meeting.

Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDERSTOCKHOLDER OF
RECORD AND AS A BENEFICIAL OWNER?

A: Some shareholdersstockholders of Enviro-CleanTitanium hold their shares through a stockbroker,
bank or other nominee rather than directly in their own name. As
summarized below, there are some distinctions between shares held of
record and those owned beneficially.

SHAREHOLDERSTOCKHOLDER OF RECORD: If your shares are registered directly in your
name with Enviro-Clean'sTitanium's transfer agent, Interwest Transfer, you are
considered, with respect to those shares, the shareholderstockholder of record,
and these proxy materials are being sent directly to you by Enviro-Clean.Titanium.
As the shareholderstockholder of record, you have the right to grant your voting
proxy directly to Enviro-CleanTitanium or to vote in person at the Annual Meeting.
Enviro-CleanTitanium has enclosed a proxy card for you to use.

BENEFICIAL OWNER: If your shares are held in a stock brokerage account
or by a bank or other nominee, you are considered the beneficial owner
of shares held in street name, and these proxy materials are being
forwarded to you by your broker or nominee

who is considered, with respect to those shares, the shareholderstockholder of
record. As the beneficial owner, you have the right to direct your
broker on how to vote and are also invited to attend the Annual
Meeting. However, since you are not the shareholderstockholder of record, you may
not vote these shares in person at the Annual Meeting. Your broker or
nominee has enclosed a voting instruction card for you to use in
directing the broker or nominee regarding how to vote your shares.

Q: IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER
VOTE MY SHARES FOR ME?

A: Your broker will vote your shares only if you instruct your broker how
to vote. Your broker will send you directions on how you can instruct
your broker to vote. Your broker cannot vote your shares without
instructions from you.

Q: HOW CAN I VOTE MY SHARES IN PERSON AT THE ANNUAL MEETING?

A: Shares held directly in your name as the shareholderstockholder of record may be
voted in person at the Annual Meeting. If you choose to do so, please
bring the enclosed proxy card or proof of identification. Even if you
plan to attend the Annual Meeting, Enviro-CleanTitanium recommends that you also
submit your proxy as described below so that your vote will be counted
if you later decide not to attend the Annual Meeting. You may request
that your previously submitted proxy card not be used if you desire to
vote in person when you attend the meeting.Annual Meeting. Shares held in
"street name" may be voted in person by you only if you obtain a signed
proxy from the record holder giving you the right to vote the shares.
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE URGED TO SIGN AND RETURN
THE ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING.

Q: HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL MEETING?

A: Whether you hold shares directly as the shareholderstockholder of record or
beneficially in "street name", when you return your proxy card,
properly signed, the shares represented will be voted in accordance
with your directions. You can specify your choices by marking the
appropriate boxes on the enclosed proxy card.

Q: CAN I REVOKE MY PROXY?

A: You may revoke your proxy at any time before it is voted by giving
written notice to the secretary of Enviro-CleanTitanium prior to the convening of
the meeting.Annual Meeting.

Q: WHAT IF I RETURN MY PROXY CARD WITHOUT SPECIFYING MY VOTING CHOICES?

A: If your proxy card is signed and returned without specifying choices,
the shares will be voted as recommended by the Board.

Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING
INSTRUCTION CARD?

A: It means your shares are registered differently or are in more than one
account. Please provide voting instructions for all proxy and voting
instruction cards you receive.

Q: WHAT CONSTITUTES A QUORUM?

A: The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Enviro-Clean'sTitanium's Common Stock is necessary to
constitute a quorum at the meeting.Annual Meeting. Only votes cast "for" a
matter constitute affirmative votes. Votes "withheld" or abstaining
from voting are counted for quorum purposes, but since they are not
cast "for" a particular matter, they will have the same effect as
negative votes or vote "against" a particular matter.

Q: WHAT ARE ENVIRO-CLEAN'STITANIUM'S VOTING RECOMMENDATIONS?'

A: The Board recommends that you vote your shares "FOR" each of the
nominees to the Board and "FOR" the ratification of Goldstein, Golub &
Kessler, L.L.C.

Q: WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?

A: Enviro-CleanTitanium will announce preliminary voting results at the Annual Meeting
and publish final results in Enviro-Clean'sTitanium's quarterly report on Form 10-QSB
for the second quarter of 2001,2002, which will be filed with the SEC by
August 14, 2001.2002.

ENVIRO-CLEAN OF AMERICA, INC.[LOGO]
Titanium Holdings Group, Inc.
1023 Morales Street
San Antonio, Texas 78207

PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS
TO BE HELD JUNE 13, 200114, 2002

GENERAL INFORMATION

This Proxy Statement and the accompanying proxy card is furnished in
connection with the solicitation by the Board of Directors (the "Board") of
Enviro-Clean of America,Titanium Holdings Group, Inc. ("Titanium" or the "Company") of proxies for use
at the Annual Meeting of ShareholdersStockholders (the "Meeting""Annual Meeting") to be held on June
13, 2001,14, 2002, or at any adjournment thereof, as set forth in the accompanying Notice
of Annual Meeting of Shareholders.Stockholders. Proxies are solicited to give all
shareholdersstockholders of record at the close of business on April 30, 2001,2002, an
opportunity to vote on matters that come before the Annual Meeting. Shares can
be voted only if the shareholderstockholder is present in person or is represented by
proxy.

When your proxy card is returned properly signed, the shares
represented will be voted in accordance with your directions. You can specify
your choices by marking the appropriate boxes on the enclosed proxy card. If
your proxy card is signed and returned without specifying choices, the shares
will be voted as recommended by the Board. You may revoke your proxy at any time
before it is exercised by so notifying the Secretary of Enviro-CleanTitanium in writing or
in person. Such notification can be sent to the Company's principal executive
offices, located at 1023 Morales, San Antonio, 78207. Any properly executed
proxy that is not timely revoked in accordance with the instructions below, will
be voted at the Annual Meeting. This Proxy Statement and the accompanying proxy
card are being sent to the shareholdersstockholders of Enviro-CleanTitanium on or about May 2, 2001.9, 2002.

The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Enviro-Clean'sTitanium's Common Stock is necessary to constitute a
quorum at the Annual Meeting. Only votes cast "for" a matter constitute
affirmative votes. Votes "withheld" or abstaining from voting are counted for
quorum purposes, but since they are not cast "for" a particular matter, they
will have the same effect as negative votes or votes "against" a particular
matter. The votes required with respect to the Items set forth in the
accompanying Notice of Annual Meeting of ShareholdersStockholders are set forth in the
discussion of each Item in this Proxy Statement. In deciding all questions, a
holder of Common Stock is entitled to one vote, in person or by proxy, for each
share held in his name on the record date. Proxies in the form enclosed will be
voted at the Annual Meeting, if properly signed, returned to Enviro-CleanTitanium prior to
the Annual Meeting and not revoked. A proxy may be revoked at any time before it
is voted by giving written notice to the Secretary of Enviro-CleanTitanium prior to the
convening of the Annual Meeting, or by presenting another proxy card with a
later date. If you attend the Annual Meeting and desire to vote in person, you
may request that your previously submitted proxy card not be used. Your vote is
important. Accordingly, you are urged to complete, date, sign, and return the
accompanying proxy card whether or not you plan to attend the Annual Meeting.

On April 30, 2001,2002, the record date for determination of shareholdersstockholders entitled to
notice of and to vote at the Annual Meeting, there were 6,785,9235,572,810 shares of
Common Stock issued and outstanding and entitled to vote at the Annual Meeting.

THE BOARD OF DIRECTORS

The Board is responsible for the management and direction of Enviro-CleanTitanium
and for establishing broad corporate policies. However, in accordance with
corporate legal principles, the majority of the Board is not involved in
day-to-
dayday-to-day operating details. Members of the Board who are not also executive
officers 4
of Enviro-CleanTitanium are kept informed of Enviro-Clean'sTitanium's business through
discussions with the executive officers, by reviewing analyses and reports sent
to them, and by participating in Board and committee meetings.

Compensation of Directors

Outside directors are compensated $500.00 for each Board meetingsmeeting
attended in person. In addition, certain directors have been granted options to
purchase Enviro-Clean common stockTitanium Common Stock as compensation for their roles as members of the
Board. The size and terms of the grants are determined by the entire Board, while the
Compensation Committee may make recommendations of the grants. In 2000,2001 no
directors were given cash compensation, however, the following directors
received option grants for their roles on the Board:

Number of Securities
Underlying Options Exercise or Base Expiration
Director Name Granted (#) Price ($/share) Date
- ------------------------------------------------------------------------------

Randall Davis
Number of Securities Exercise or
Underlying Options Base Price Expiration
Director Name Granted (#) ($/share) Date
-------------------------------------------------------------------------------

Steven Etra (1) 75,000 $1.25 3/16/04
Gary Granoff 7,500 $1.25 3/16/04
Melvin Schreiber 7,500 $1.25 3/16/04
Aladar Deutsch 7,500 $0.95 7/6/04
Kenneth Etra 7,500 $0.95 7/6/04

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

(1) 150,000 $5.00 3/08/03

Steven Etra (2) 75,000 $5.00 3/08/03

Gary Granoff 75,000 $5.00 3/08/03

Barry Gordon (3) 25,000 $5.00 3/08/01

Mark A. Rice (4) 75,000 $5.00 3/08/03

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

(1) Randall Davis, a director and President of the Company, was granted options
to purchase 150,000 shares of Common Stock for his role as a director.
These options are also accounted for in the Summary Compensation Table and
Stock Option Grant Table.
(2) Mr. Etra, director, Secretary and Treasurer of the Company, was
granted options to purchase 75,000 shares of Common Stock for
his role as a director. These options are also accounted for in
the Summary Compensation Table and Stock Option Grant Table.

(3) Mr. Gordon resigned from the Board effective March 6, 2000.
(4) Mr. Rice resigned from the Board effective December 8, 2000.

Board Meetings

During the calendar year 2000,2001, the Board held four (4) meetings, one in person
and three telephonic and
took action by unanimous consent on fifteenseven (7) occasions. Each of the nominees
named below attended at least 75% of the aggregate of the total number of
meetings of the Board during their term on the Board. Melvin
Schreiber wasKenneth Etra and Aladar
Deutsch were elected as a member of the Boarddirectors at a meeting of the Board held December 19, 2000June 21, 2001
to fill a vacancy caused by the resignation of Mark A. Rice,Richard Kandel, effective December 8, 2000.July 6,
2001 and to add a sixth member to the Board.

Committees of the Board

The Board has three active Committees: the Compensation Committee,
Audit Committee and a temporary Mergers & Acquisitions Committee. The table
below sets forth the members of each committee:

Mergers and
Name of Director Compensation Committee Audit Committee Mergers and Acquisitions
Committee
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Gary Granoff (1) X X
Melvin Schreiber (2) X X
Randall Davis (3) X
Steven Etra (4) X

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

(1) Mr. Granoff has served on both the Compensation Committee and Audit
Committee since March 9, 2000.
(2) Melvin Schreiber has served on both the Compensation Committee and Audit
Committee since December 19, 2000.
5
(3) Randall Davis has served on the Mergers and Acquisitions Committee since
December 19, 2000.
(4) Steven Etra has served on the Mergers and Acquisitions Committee since
December 19, 2000.

The Compensation Committee administers Enviro-Clean'sTitanium's stock incentive plan
and any performance based compensation plans and will make recommendations to
the Board concerning compensation arrangements for officers and directors of
Enviro-CleanTitanium and its subsidiaries as needed. The Compensation Committee met oncedid not meet
separate from the full Board in 2001, and all compensation issues were addressed
during 2000.Board meetings or through consent actions.

The Audit Committee is responsible for reviewing Enviro-Clean'sTitanium's accounting
practices and audit procedures. The members of the Audit Committee are
independent as defined by the listing standard of NASD for small business
issuers. See the Audit Report later in this document, which details the duties
and performance of the Audit Committee. The Audit Committee met four (4) times
during 2000.2001.

The Mergers and Acquisitions Committee was formed specifically upon the
resolution by the Board to discontinue the Company's acquisition and
consolidation strategy in the janitorial supply industry and to seek strategic
alternatives to attempt to maximize shareholderstockholder value. The Mergers and
Acquisitions Committee will beis responsible for identifying and researching
opportunities that are available to the Company in its search for an alternative
strategy and to inform and recommend courses of action to the entire Board as
such information becomes available and is disseminated. The Mergers and
Acquisitions Committee was formed December 19, 2000 and did not formally meet in 2000.2001, and all issues pertaining
to the Mergers and Acquisitions Committee were addressed during full Board
meetings.

PROPOSAL 1: ELECTION OF DIRECTORS

At the Annual Meeting, the Board intends to nominate the fivesix persons
listed below as nominees to be elected as members of the Board. Each of the
directors elected at the Annual Meeting will serve until the next Annual Meetingannual meeting
of shareholdersStockholders or until his successor shall have been elected and qualified,
subject to earlier resignation and removal. The directors are to be elected by a
plurality of the votes cast by the holders of the shares of Common Stock
represented and entitled to be voted at the Annual Meeting. Unless authority to
vote for directors is "withheld" in the proxy, the proxy holders will vote "for"
the election of the five nominees listed. Each nominee has indicated a
willingness to serve as director if elected. Should any nominee become
unavailable for election, discretionary authority is conferred to vote for a
substitute. Management of Enviro-CleanTitanium has no reason to believe that any of the
nominees will be unable or unwilling to serve if elected.

Nominees for Director

The nominees for director are Richard Kandel, Randall K. Davis, Gary C. Granoff,
Steven Etra, Melvin Schreiber, Aladar Deutsch and Melvin Schreiber.

Richard Kandel, 48,Kenneth Etra.

Randall K. Davis, 38, has served as the Chairman and Chief Executive Officer
of Enviro-Clean from September 1999 to the present. Mr. Kandel served as Enviro-
Clean's Treasurer from September of 1999 to March 9, 2000. From July of 1999 to
March 2001, Mr. Kandel served as Chairman of the Board and Chief
Executive Officer of b2bstores.com, Inc.,
(now known as IVAX Diagnostics, Inc.), originally, a business to business full
service eCommerce site on the Internet. From 1974 until 1998, Mr. Kandel was the
owner and president of Kandel & Son, a sanitary supply distributor in the New
York metropolitan region. In January of 1999, Mr. Kandel sold Kandel & Son to
Enviro-Clean. Mr. Kandel is also an owner/director of Camp Pontiac LLC, an
eight-week summer sports camp for over 400 boys and girls. In addition, Mr.
Kandel is the founder and chairman of No Small Affair, a New York/Florida-based
all volunteer organization. This foundation provides events, parties, and
outings for thousands of homeless, physically or emotionally challenged
individuals. Mr. Kandel graduated from Michigan State University with a Bachelor
of Science Degree.

Randall K. Davis, 37, has servedTitanium since July 6, 2001, as the President and a director of Enviro-
Clean from
September 1999 to the present and is currently a member of the Mergers and Acquisitions
Committee. From March 6
1999 to August 1999, Mr. Davis served as Vice-PresidentVice-

President of Enviro-Clean.Titanium. From May 2000 to the present, Mr. Davis has served on the
Board of Directors of IVAX Diagnostics, Inc. (f.k.a. b2bstores.com, Inc.), a
medical diagnostics company publicly traded under the symbol "IVD." From May of
1985 until 1999, Mr. Davis was the co-owner, President and Chief Executive
Officer of Cleaning Ideas, Inc., whose holdings included Sanivac, Inc. and Davis
Manufacturing Company. In August of 1999, Mr. Davis, along with family members,
sold the Davis family of companies to Enviro-Clean.Titanium. Mr. Davis is also currently the
managing partner of Colnic Investment Partnership, a private investment company
that invests in private and publicly traded companies. Mr. Davis graduated from
the University of Texas in Austin with a Bachelor of Arts Degree.

Gary C. Granoff, 53,54, has served as a director of Enviro-CleanTitanium from
September 1999 to the present and is also a member of the Audit and Compensation
Committees. Since 1998, Mr. Granoff has served as Chairman of the Board and
President of Ameritrans Capital Corporation, a Business Development Company as
defined in the Investment Company Act of 1940 which is publicly traded on the
NASDAQ SmallCap under the symbol "AMTC." In addition, Mr. Granoff is the
President and Chairman of the Board of Elk Associates Funding Corporation, a
wholly owned subsidiary of Ameritrans and a Small Business Investment Company,
licensed by the U.S. Small Business Administration. Both Ameritrans and Elk are
registered as Investment Companies under the Investment Company Act of 1940. Mr.
Granoff has been a practicing attorney for the past twenty-eight yearssince 1974 and is presently an officer
and shareholderstockholder in the law firm of Granoff, Walker & Forlenza, P.C. Mr. Granoff
is a member of the bar of the State of New York and the State of Florida and is
admitted to the United States District Court of the Southern District of New
York. Since 1983, Mr. Granoff has been the sole shareholderstockholder and President of GCG
Associates, Inc., an investment consulting firm. Since June 1996, Mr. Granoff
has also been a director and President of Gemini Capital Corporation, a company
primarily engaged in the business of making consumer loans and has also served
as the President and is the sole shareholderstockholder of Seacrest Associates, Inc., a
hotel operator, since August 1994. In February 1998, Mr. Granoff was elected to
and is presently serving as a trustee ofon the Board of Trustees of The George
Washington University. Mr. Granoff holds a Bachelor of Business Administration
degree in Accounting and a Juris Doctor degree (with honors) from The George
Washington University.

Steven Etra, 52,53, has served as a director of Enviro-CleanTitanium from March 1999
to the present. Mr. Etra has served as Enviro-CleanTitanium Secretary from September 1999 to
the present, and as Treasurer from March 9, 2000 to the present and is a member of
the Mergers and Acquisitions Committee. Mr. Etra has been the Sales Manager of
Manufacturers Corrugated Box Company since September of 1970, a company owned by
Mr. Etra's family for more than 75 years. Since 1998, Mr. Etra has served as a
director and Vice-President of Ameritrans Capital Corporation, a publicly traded
company on the NASDAQ SmallCap under the symbol "AMTC." In addition, Mr. Etra is
the a director and Vice-President of Elk Associates Funding Corporation, a wholly
owned subsidiary of Ameritrans and a Small Business Investment Company, licensed
by the U.S. Small Business Administration. Both Ameritrans and Elk are
registered as Investment Companies under the Investment Company Act of 1940.
Since June 1996, Mr. Etra has also been a director of Gemini Capital
Corporation, a company primarily engaged in the business of making consumer
loans.

Melvin Schreiber, 71,72, has served as a director of Enviro-CleanTitanium since
December 19, 2000 and is also a member of the Audit and Compensation Committees.
Mr. Schreiber is a Certified Public Accountant and has been a Managing Partner
in the firm of Moses and Schreiber, L.L.P. from July 1962 to the present. Moses
and Schreiber L.L.P. represents clients in various industries, including
manufacturing, real estate, professional practices, wholesale and retail. Mr.
Schreiber has over thirty years of experience in providing services in financial
planning, estate planning, and participation in mergers, acquisitions and public
offerings while employed at Moses and Schreiber L.L.P. Mr. Schreiber is also a
member of the American Institute of Certified Public Accountants, New York State
Society of CPA's and the Institute of Business Appraisers and graduated with a
Bachelor's degree in accounting from New York University in 1951 and a Masters
degree in taxation from New York University in 1955.

Aladar Deustch, 38, has served as a director of Titanium from July 2001
to the present. Mr. Deutsch has been President of Deutsch & Deutsch, a privately
held family jewelry and fine watch business with locations in Laredo, McAllen
and Houston, Texas, since 1998 and has been employed with Deutsch and Deutsch
since 1990. Mr. Deutsch has also been the Managing Partner of Luito, L.C., a
private investment company that invests in real estate, private and publicly
traded companies, since 2001. Additionally, Mr. Deutsch is Managing Partner of
ALRTD, L.C., a

private investment company involved in agricultural products slated for state
and private development in Texas. Mr. Deutsch graduated from Trinity University
in San Antonio, Texas with a Bachelor's degree in business administration.

Kenneth Etra, 52, has served as a director of Titanium from July 2001
to the present. Mr. Etra is a Board certified physician, specializing in Ear,
Nose and Throat and is a partner of Mollick, Etra, Etra & Cohen M.D's in Great
Neck and Syosset, New York since 1980. In addition, Mr. Etra has been an
owner/director of Camp Pontiac, a residential coed summer camp in Copake New
York, since 1996. Mr Etra obtained his B.A. from Lehigh University in 1971,
where he also was a four year varsity basketball player, and his M.D. from Tufts
University in 1975. Mr. Etra performed his medical, surgical and Ear, Nose and
Throat residencies at Beth Israel Hospital, North Shore University Hospital and
Albert Einstein / Montefiore Medical Center, from 1975 to 1980. Mr. Etra is
currently an attending surgeon at North Shore-Long Island Jewish Medical Center.

Management of Enviro-CleanTitanium recommends that the Enviro-Clean shareholdersTitanium stockholders vote
"FOR" the director nominees named above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The tabletables below sets forth information concerning the beneficial
ownership of the Company's outstanding Enviro-Clean Common Stock as of April 30, 2001, for26, 2002. Table
1 sets forth information concerning the beneficial ownership of (1) each
director serving on the Board as of December 31, 2000 and each of the nominees
for director;2001; (2) each of the Named
Executive Officers, as defined in Regulation S-B, Item 402, as promulgated under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended, who is not listed as a director;director except for former CEO, Richard
Kandel, who is listed in Table 2; and (3) the directors and executive officers
as a group; and (4)group. Table 2 sets forth information concerning the beneficial ownership
of each person not already listed in Table 1, known to Enviro-Cleanthe Company to own
beneficially more than 5% of the outstanding Enviro-CleanTitanium Common Stock. Except as
otherwise noted, each shareholderStockholder has sole voting and investment power with
respect to the shares beneficially owned.

TABLE 1

NAME AND ADDRESS OF AMOUNT AND NATURE % OF CLASS
BENEFICIAL OWNER OF BENEFICIAL OWNER
% OF CLASS
- ----------------------------- --------------------- --------------------- ------------

Richard Kandel 2,350,400/---------------
Directors and Officers:
Steven C. Etra 1,000,112/1/ 34.4%
c/o Kandel & Son, Inc.
211 Park Avenue
Hicksville, NY 11801

Steven Etra 896,512/2/ 11.7%16.53%
c/o Manufacturers Corrugated
Box Co., Inc.
5830 57/th/ Street
Maspeth, NY 11378

Randall K. Davis 218,500/3/ 3.2%
c/o Enviro-Clean of America, Inc.
1023 Morales Street
San Antonio, TX 78207

Gary C. Granoff 181,083/4/ 2.6%
c/o Ameritrans Capital Corp.
747 Third Avenue, Suite 4C
New York,Kenneth S. Etra 484,741/2/ 8.56%
#10 Brook Lane
Brookville, NY 10017

Melvin Schreiber 37,908/5/ .6%
3000 Marcus Avenue
Suite IW5
Lake Success, NY 10042

All officers and directors 3,759,403 49.6%
as a group

- ------------------------------11545

__________________________
/1/ Includes 24,000 shares of Common Stock issuable upon exercise of warrants
held by Kara Kandel, daughter of Richard Kandel and 26,400 shares of Common
Stock issuable upon exercise of warrants held by Ross Kandel, son of
Richard Kandel.
/2/ Includes 114,254132,854 shares of Common Stock held directly by Mr. Etra; 70,000
shares of Common Stock issuable pursuant to conversion rights of Series E
Stock; 275,000285,000 shares of Common Stock issuable upon exercise of options
granted to Mr. Etra;Etra and 25,000 shares of Common Stock issuable upon the
exercise of warrants;warrants held by Mr. Etra; 55,200 shares of Common Stock, held by, and
11,200 shares of Common Stock issuable upon exercise of warrants held by
Lances Property Development Pension Plan, a company 50% owned by Mr. Etra;
82,833 shares of Common Stock, held by, and 15,400 shares of Common Stock issuable
upon exercise of warrants held by BlaireBlair Etra, wife of Mr. Etra; 65,250
shares of Common Stock, held by, and 24,700 shares of Common Stock issuable upon
exercise of warrants held by Irving Etra Family Trust, in which Mr. Etra is
a beneficiary; 167,300 shares of Common Stock, held by, 12,250 shares of Common
Stock issuable upon exercise of warrants, held by, and 25,000 shares of Common Stock
issuable upon exercise of options granted toheld by SRK Associates, LLP, a
company controlledpartnership whose investment decisions are made by Mr. Etra; 18,750 shares
of Common Stock,
held by, and 9,375 shares of Common Stock issuable upon exercise of
warrants held by Gemini Capital Corporation, a company in which Mr. Etra is
a minority shareholder

8
and director. Mr. Etra disclaims beneficial
ownership of the Gemini Capital Corporation, SRK Associates, LLP, Irving
Etra Family Trust, Lances Property Development Pension Plan, and Blair Etra
securities, except to the extent of his pecuniary interest therein.

/3//2/ Includes 68,50070,250 shares of Common Stock, 5,625 shares of Common Stock
issuable upon exercise of warrants and 17,500 shares of Common Stock
issuable upon the exercise of options held directly by Mr. Etra; 79,816
shares of Common Stock and 14,250 shares of Common Stock issuable upon
exercise of warrants held by Colnic Investment
Partnership,Mollick, Etra, Etra Profit Sharing Plan, of
which Mr. Etra is controlled by Randall K. Davis and 150,000a beneficiary; 167,300 shares of Common Stock, 25,000
shares of Common Stock issuable upon exercise of options grantedand 12,250 shares
of Common Stock issuable upon exercise of warrants, held by SRK Associates,
LLC, a partnership in which Mr. Etra is a partner, and 75,250 shares of
Common Stock and 17,500 shares of Common Stock issuable upon the exercise
of warrants, held by Bernard Etra Family Trust, in which Mr. Etra is a
beneficiary. Mr. Etra disclaims beneficial ownership of the Mollick, Etra,
Etra Profit Sharing Plan, SRK Associates, Inc., and Bernard Etra Family
Trust, except to Mr. Davis.
/4/the extent of his pecuniary interest.

NAME AND ADDRESS OF AMOUNT AND NATURE % OF CLASS
BENEFICIAL OWNER OF BENEFICIAL OWNER
- --------------------------------- --------------------- ---------------
Gary C. Granoff
c/o Ameritrans Capital Corp.
747 Third Avenue, Suite 4C 198,583/3/ 3.48%
New York, NY 10017

Randall K. Davis 167,200/4/ 2.92%
c/o Titanium Holdings Group, Inc.
1023 Morales Street
San Antonio, TX 78207

Melvin Schreiber
3000 Marcus Avenue 59,308/5/ 1.06%
Suite IW5
Lake Success, NY 10042

Aladar Deutsch 25,250 .45%
1800 Country Club Drive, #2
Laredo, TX 78045

All officers and directors 2,062,594 30.81%
as a group

TABLE 2

NAME AND ADDRESS OF AMOUNT AND NATURE % OF CLASS
BENEFICIAL OWNER OF BENEFICIAL OWNER
- ------------------------ ----------------------- ----------------
5% Holders:
Richard Kandel/6/ 1,350,400/7/ 24.01%
c/o Kandel & Son, Inc.
211 Park Avenue
Hicksville, NY 11801

______________________
/3/ Includes 10,250 shares of Common Stock held directly by Mr. Granoff; 5,000
shares of Common Stock issuable upon exercise of warrants held by Mr.
Granoff and 82,500100,000 shares of Common Stock issuable upon exercise of
options granted to Mr. Granoff; 14,750 shares of Common Stock held by and 9,125
shares of Common Stock to be issued upon exercise of warrants held by
Leslie Granoff, wife of Gary C. Granoff; and 8,333 shares of Common Stock
held by and
6,000 shares of Common Stock issuable upon exercise of warrants held by
Dapary Management Corp., a company controlled by Mr. Granoff; 18,750 shares
of Common Stock, held by , and 9,375 shares of Common Stock issuable upon exercise of
warrants held by Gemini Capital, a company in which Mr. Granoff is a
minority shareholder and director; and 5,000 shares of Common Stock held by and
12,000 shares of Common Stock issuable upon exercise of warrants held by JR
Realty Corporation, a company in which Mr. Granoff is an officer and Mr.
Granoff's wife is a shareholder. Mr. Granoff disclaims beneficial ownership
of the JR Realty Corporation securities and this disclosure shall not be
deemed an admission that Mr. Granoff is the beneficial owner of such
securities. Mr. Granoff disclaims beneficial ownership of the Gemini
Capital Corporation, Dapary Management Corp., and Leslie Granoff
securities, except to the extent of his pecuniary interest therein.

/4/ Includes 1,000 shares of Common Stock held directly by Mr. Davis; 150,000
shares of Common Stock issuable upon exercise of options granted to Mr.
Davis; 16,100 shares of Common Stock held by Colnic Investment Partnership,
which is controlled by Randall K. Davis; and 100 shares of Common Stock
held by Laini Davis, wife of Mr. Davis.

/5/ Includes 30,408 shares of Common Stock and 3,900 shares of Common Stock
issuable upon exercise of warrants held by Anlyn Assoc. Inc. Retirement
Fund and 7,50025,000 shares of Common Stock issuable upon exercise of options
granted to Mr. Schreiber.

EXECUTIVE COMPENSATION

For fiscal year 2000,2001, there were three Enviro-CleanTitanium Officers who received
compensation, two under employment agreements and one under a consulting
agreement.

Employment Agreements

In October of 1999, Enviro-CleanTitanium entered into an employment agreement with
Richard Kandel, former Chairman and Chief Executive Officer, for a term of three
years, whereby Mr. Kandel's salary for the year ending December 31, 1999, was
$100,000 per annum, increased by $100,000 per annum on January 1, 2000 and
was to increaseincreased by $100,000 per annum on January 1, 2001. On November 27, 2000, the
Board unanimously approved an Amended and Restated Employment Agreement for Mr.
Kandel. Upon execution of the Amended and Restated Employment Agreement, Mr.
Kandel received a $100,000 signing bonus as enticement to enter into the
agreement. Under the Amended and Restated Employment Agreement, Mr. Kandel iswas
to receive a salary of $100,000 per annum from December 1, 2000 to December 31,
2001. From January 1, 2002 through December 1, 2005, Mr. Kandel's salary willwas to
increase to $250,000 per annum. The
employment period shall automatically renew annually for a one-year term unless,
no later than 90 days prior to the end of the five-year original term or the end
of a one-year renewal period, either Enviro-Clean or Mr. Kandel provides notice
to the other party of its intention not to extend the employment period beyond
the then current term.

In addition to the base compensation, Mr. Kandel's employment agreement
providesprovided for a bonus payment for the calendar year 2001 equal to $100,000 upon
the occurrence of any one of the following events:

(a) listing of Enviro-Clean'sTitanium's shares on NASDAQ, a comparable inter-dealer
automated quotation system, or recognized exchange;
(b) there is a "change in control" in the Company; or
(c) the Company completes a secondary offering.

Mr. Kandel's employment agreement specifiesspecified various circumstances that
may trigger a termination of Mr. Kandel's employment. If Enviro-Clean terminatesTitanium terminated Mr.
Kandel's employment without cause or for any reason not specified in the
agreement, or if such employment iswas terminated by Mr. Kandel for "Good Reason"
as defined in the employment agreement, then Enviro-Clean shallTitanium was obligated to pay Mr.
Kandel the present value of his full salary, bonus and benefits from the date of
the termination of the agreement to the end of the Full Term Date. "Good Reason"
iswas defined as when there is a change in control of Enviro-Clean, as defined in Mr. Kandel's
employment agreement,Titanium or one or more of
the following events occurs:

(a) there is a substantial and material adverse change in the nature of Mr.
Kandel's title, duties or responsibilities with the Company that
represents a demotion from his title, duties or responsibilities as in
effect prior to such change;
(b) a material breach by the Company of any of the provisions of the
Amended and Restated Employment Agreement; or
(c) the relocation of Mr. Kandel by the Company to any location other than
Hicksville, New York.

On July 6, 2001, Titanium completed the sale of all of the capital
stock of Kandel & Son, Inc., a Nevada corporation ("Kandel & Son") and wholly
owned subsidiary to Mr. Kandel. As part of the consideration, Mr. Kandel
resigned from his position as Chief Executive Officer, and agreed to release all
of his rights to any compensation under the employment agreement.

________________________________________________________________________________

/6/ Mr. Kandel served as Titanium's Chairman of the Board and Chief Executive
Officer until his effective resignation of such positions on July 6, 2001.

/7/ Includes 24,000 shares of Common Stock issuable upon exercise of warrants
held by Kara Kandel, daughter of Richard Kandel and 26,400 shares of Common
Stock issuable upon exercise of warrants held by Ross Kandel, son of
Richard Kandel.

In October of 1999, Enviro-CleanTitanium entered into an employment agreement with
Randall K. Davis for a term of three years whereby Mr. Davis' salary for the
year ending December 31, 1999 was $50,000, increased by $100,000 per annum on
January 1, 2000, and was to increase by $100,000 per annum on January 1, 2001.
In October of 1999, Mr. Davis also entered into an employment agreement with
Cleaning Ideas Corporation or "CIC," a subsidiary of Enviro-Clean,Titanium, for a term of
five years at an annual salary of $50,000. Under the terms of the employment
agreement with CIC, Mr. Davis was eligible for annual bonuses to be determined
by the board of directors of CIC. However, on November 21, 2000, the Board of
Directors unanimously authorized the execution of an Amended and Restated
Employment Agreement for Mr. Davis, effective December 1, 2000, which replaced
the prior employment agreements with both Enviro-CleanTitanium and CIC. Upon execution of
the Amended and Restated Employment Agreement, Mr. Davis received a $100,000
bonus to entice him into entering the Agreement. Under the Agreement, Mr. Davis
is to receive a base salary of $200,000 per annum from December 1, 2000 to
December 31, 2001. From January 1, 2002 to December 2005, Mr. Davis is to
receive $250,000 per annum. Additionally, Mr. Davis is entitled to a
reimbursable automobile expense of up to $1500 per month for the term of the
employment agreement. The employment period shall automatically renew for
successive one-year terms unless, not later than 90 days prior to the end of the
three-year term, or any renewal periods, either Enviro-CleanTitanium or Mr. Davis provides
notice to the other party of its intention not to extend the employment period
beyond the three-year term or the then current renewal term.

Mr. Davis's employment agreement specifies various circumstances that
may trigger a termination of Mr. Davis's employment. If Enviro-CleanTitanium terminates Mr.
Davis's employment without cause or for any reason not specified in the
agreement, or if such employment is terminated by Mr. Davis for "Good Reason" as
defined in the agreement, then Enviro-CleanTitanium shall pay Mr. Davis the present value of
his full salary, bonus and benefits from the date of the termination of the
agreement to the end of the Full Term Date. "Good Reason" is defined as when
there is a change in control of Enviro-Clean,Titanium, as defined in Mr. Davis's employment
agreement, or one or more of the following events occurs:

(d)(a) there is a substantial and material adverse change in the nature of Mr.
Davis's title, duties or responsibilities with the Company that
represents a demotion from his title, duties or responsibilities as in
effect prior to such change;
(e)(b) a material breach by the Company of any of the provisions of the
Amended and Restated Employment Agreement; or
(f)(c) the relocation of Mr. Davis by the Company to any location other than
San Antonio, Texas.

10
month and the consulting agreement has
remained in effect.

Summary Compensation Table

The Summary Compensation Table shows certain compensation information
for the year ended December 31, 2000, for the Chief Executive Officer and the
other most highly compensated executive officers whose total cash compensation
exceeded $100,000 for services rendered in all capacities for the year ended
December 31, 2000. Neither the Chief Executive Officer nor other executive
officers received compensation from Enviro-CleanTitanium prior to January 1, 1999. The
annual base compensation for each of Messrs. Kandel, Davis and Etra for the
fiscal years 1999 and 2000 are:

ANNUAL COMPENSATION LONG-TERM
COMPENSATION ----------------------------------- ------------------------------------COMPENSATION
------------------------------- --------------------------------

Awards Payouts
-------------------------------------------- -------

Other Restricted
Annual RestrictedStock LTIP All Other
Name And Principal Salary Bonus Compen- StockAwards Options Payout Compen-
Position Year ($) ($) sationsation($) ($) Awards ($) Options (#) ($) sation ($sation($)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Richard Kandel 2000Randall K. Davis 2001 200,000 100,000- - - - - -
Chairman of the Board, and 1999 100,000 - - - - - -
Chief Executive Officer

Randall K. Davis 2000 201,495 100,000 - - 150,000 (1) - -
PresidentChief Executive Officer, 1999 100,000(2)58,333 (2) - - - - - -
and President

Steven Etra 2000 42,0002001 48,000 - - - 75,000 (3) - -
Secretary & Treasurer 2000 42,000 - - - 75,000 (3) - -
1999 20,000 - - - 150,000 (4) - -

Richard Kandel 2001 50,000 - ------------------------------------------------------------------------------------------------------------------------------------- - - -
former Chairman of the 2000 200,000 100,000 - - - - -
Board and Chief 1999 100,000 - - - - - -
Executive Officer

===============================================================================================================

(1) The grant of options to purchase 150,000 shares of Common SockStock was granted
to Mr. Davis for his role as a director of the Company.
(2) Includes $50,000$20,833 paid to Mr. Davis as President of CIC,Cleaning Ideas
Corporation, a subsidiary of Enviro-Clean.Titanium.
(3) The grant of options to purchase 75,000 shares of Common Sock was granted to
Mr. Etra for his role as a director of the Company.
(4) Includes a grant of options to purchase 25,000 shares of Common Stock to SRK
Associates, L.L.C., a company controlled by Mr. Etra.

There were no additional bonuses or other compensation paid to these
officers in 1999, 2000, or 2000.

None of the executives received any compensation from Enviro-Clean during
the year ended December 31, 1998. For the year ended December 31, 1998, Mr.
Kandel received an annual salary of $100,000 from Kandel & Son in his prior
capacity as the President.

Enviro-Clean2001.

Titanium implemented a stock incentive plan (the "Plan") for its
executive management and employees as of January 3, 2000. On April 6, 2000, the
Company's Compensation Committee awarded 100 shares of restricted Common Stock
under the Plan to 96 employees of the five operating subsidiaries. On March 8,
2000,16, 2002, the
Board awardedgranted options to purchase 455,00090,000 shares of Common Stock to variousthree
directors officers and consultants.

11
on August 21, 2001, the Board granted options to purchase an
aggregate of 15,000 shares of Common Stock to two directors and 10,000 shares of
Common Stock to employees of the Company's wholly-owned subsidiary, Cleaning
Ideas Corp.

Stock Option Grant Table

The following table sets forth certain information concerning options
granted to the named executive officersNamed Executive Officers during the year ended December 31, 2000.2001.

Individual Grants
-----------------------------------------------------------------------
Number of----------------------------------------------------------------------

Percent of Total
Exercise orNumber of Securities Options Granted to Base Price ExpirationExercise or
Underlying Options Employees in Fiscal ($/share) DateBase Price Expiration
Name and Position Granted (#) Fiscal Year ($/share) Date
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Randall Davis 150,000 (1) 60.0% $5.00 3/08/03
President

Steven Etra 75,000 (2) 30.0% $5.00 3/08/03
Secretary & Treasurer - ------------------------------------------------------------------------------------------75,000 (1) $1.25 3/08/03

===============================================================================================

(1) The grant of options to purchase 150,000 shares of Common Sock was granted
to Mr. Davis for his role as a director of the Company.
(2) The grant of options to purchase 75,000 shares of Common Sock was granted to
Mr. Etra for his role as a director of the Company.

Stock Option Exercises

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

Randall Davis 0 0 0 / 150,000 $0 / $0
President
Steven Etra 0 0 0 / 0/75,000 $0 / $0$0/$0
Secretary &
Treasurer

No options to acquire securities of Enviro-CleanTitanium were exercised by any of
the named executive officersNamed Executive Officers during the year ended December 31, 2000.2001.

AUDIT COMMITTEE REPORT

The following Report of the Audit Committee does not constitute
soliciting material and should not be deemed filed or incorporated by reference
into any other Company filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent Enviro-CleanTitanium specifically incorporates
this Report by reference therein.

During the year ended December 31, 2000, the Audit Committee of the Board
of Directors developed a charter for the Audit Committee, which was approved by
the full Board on March 9, 2000. The complete text of the new charter, which
reflects standards set forth in new SEC regulations and NASD rules, is
reproduced in the appendix to this proxy statement.

As set forth in more detail in the charter, the Audit Committee's primary responsibilities fall into the following
general categories:

. first, the Committee is charged with monitoring the preparation of
quarterly and annual financial reports by Enviro-Clean'sTitanium's management,
including discussions with management, internal auditors, if
applicable, and independent accountants about draft annual
financial statements and key accounting and reporting matters;

. second, the Committee is charged with the review of various
documentation and reports, including the audit committee charter,
Board minutes and documents relating to the production of the
financial statements;

. third, the Committee is responsible for matters concerning the
relationship between Enviro-CleanTitanium and its outside auditors, including
recommending their appointment or removal; reviewing the scope of
their audit services and related fees, as well as any other
services being provided to Enviro-Clean;Titanium; and determining whether the
outside auditors are independent (based in part on the annual
letter provided to Enviro-CleanTitanium pursuant to Independence Standards
Board Standard No. 1); and

. finally, the Committee oversees management's implementation of
effective systems of internal controls, including review of
policies relating to legal and regulatory compliance, ethics and
conflicts of interests; and review of the activities and
recommendations of Enviro-
Clean'sTitanium's internal auditing program.

The Committee has implemented procedures to ensure that during the
course of each fiscal year it devotes the attention that it deems necessary or
appropriate to each of the matters assigned to it under the Committee's charter.
To carry out its responsibilities, the Committee met four times during the year
ended December 31, 2000.2001.

In overseeing the preparation of Enviro-Clean'sTitanium's financial statements, the
Committee met with both management and Enviro-Clean'sTitanium's outside auditors to review and
discuss all financial statements prior to their issuance and to discuss
significant accounting issues. Management advised the Committee that all
financial statements were prepared in accordance with generally accepted
accounting principles, and the Committee discussed the statements with both
management and the outside auditors. The Committee's review included

discussion with the outside auditors of matters required to be discussed
pursuant to Statement on Auditing Standards No. 61 (Communication With Audit
Committees).

With respect to Enviro-Clean'sTitanium's outside auditors, the Committee, among other
things, discussed with Goldstein Golub & Kessler L.L.C. matters relating to its
independence, including the disclosures made to the Committee as required by the
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees).

Finally, the Committee continued to monitor the scope and adequacy of
Enviro-Clean'sTitanium's internal auditing program, including proposals for adequate staffing
and to strengthen internal procedures and controls where appropriate.

On the basis of these reviews and discussions, the Committee
recommended to the Board of Directors that the Board approve the inclusion of
Enviro-Clean'sTitanium's audited financial statements in Enviro-Clean'sTitanium's Annual Report on Form
10-KSB for the year ended December 31, 2000,2001, for filing with the Securities and
Exchange Commission.

Respectfully submitted,

THE AUDIT COMMITTEE
Gary Granoff and Melvin Schreiber

COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires Enviro-Clean'sTitanium's directors, executive officers and beneficial owners of more
than 10% of any class of securities of Enviro-CleanTitanium to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Directors,
executive officers and greater than 10% shareholdersstockholders are required to furnish
Enviro-CleanTitanium with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no such forms
were required to be filed by those persons, the Company believes that, during
the year ended December 31, 2000,2001, all of its directors, executive officers and
10% holders were in compliance with the applicable filing requirement, except
that two reportsone report on Form 4 one covering three transactions and the other
covering four open market purchase transactions werefor an
aggregate of 7,600 shares of Titanium Common Stock, was filed late by Steven
Etra, two reports on Form
4, covering an aggregate of four transactions, were filed late by Gary Granoff
and the Initial Statement of Beneficial Ownership on Form 3 was filed late by
Melvin Schreiber.Etra.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Richard Kandel, Chairman of the Board and Chief Executive Officer of
Enviro-Clean, was formerly President and the principal shareholder of Kandel &
Son, a company which is currently a principal subsidiary of Enviro-Clean. Thomas
B. Haines, the former Chairman of the Board of Enviro-Clean, was formerly
Chairman and President of NISSCO which was a principal subsidiary of Enviro-
Clean until the disposition of the assets of NISSCO on September 29, 2000. The
terms of the Kandel & Son and NISSCO acquisitions were negotiated between
Messrs. Kandel and Haines and the Board, which at the time was comprised of
Robert W. Moehler and Mary Magourik.

Enviro-Clean signed preliminary agreements to acquire all the issued
and outstanding capital stock of Kandel & Son in September of 1998 and of NISSCO
in October of 1998. Additional negotiations for both companies were finalized on
January 15, 1999. Pursuant to the agreements, Enviro-Clean assumed $665,596 of
debt of Kandel & Son, consisting of amounts due and owing in respect of
principal and interest to (i) Citibank, N.A. of $99,914, (ii) miscellaneous
other debt of $183,329, and (iii) shareholder loans from Mr. Kandel totaling
$382,353 which Enviro-Clean has paid. Mr. Kandel, as sole shareholder of Kandel
& Son, received consideration equal to (1) $684,404 (including prior deposits)
in the form of cash and a promissory note, and (2) 500,000 shares of Series A
Convertible Preferred Stock (the "Series A Stock"), a class of securities
created specifically for the Kandel & Son transaction. Enviro-Clean paid the
full amount due under that promissory note to Mr. Kandel and the note no longer
remains outstanding. The shares of Series A Stock (a) bear an annual dividend of
4%, and (b) are convertible into shares of Common Stock of Enviro-Clean at a
conversion price of $5.00 per share. Originally, the Series A Stock was
redeemable by Enviro-Clean at Mr. Kandel's option at a redemption price of $5.00
per share at any time after January 15, 2001 and the conversion price was $2.50
per share. However, Mr. Kandel, as the sole holder of the Series A Stock, and
Enviro-Clean entered into an agreement effective on September 30, 1999, in which
the certificate of designation for the Series A Stock would be amended to remove
Mr. Kandel's ability to put the Series A Stock to Enviro-Clean and increased the
conversion price from $2.50 to $5.00 per share, effectively reducing the number
of common stock shares that the Series A Stock would be convertible into from
1,000,000 to 500,000 and nullifying the right by the Series A holder to force
the Company to redeem the Series A Stock at the holder's will. On April 1, 2000,
the Board approved the redemption of all the Series A Stock at a redemption
price of $5.00 per share. Mr. Kandel received $2,500,000 in exchange for the
500,000 shares of Series A Stock redeemed.

Thomas B. Haines, as sole shareholder of NISSCO, received $500,000 in
cash, and 250,000 shares of Common Stock in connection with the sale of NISSCO
to Enviro-Clean. In addition, Mr. Haines was to receive an aggregate of an
additional 750,000 shares of Common Stock in installments of 250,000 shares,
issued on January 15 of 2000, and 500,000 shares of Common Stock, issued on
January 15, 2001. On April 6, 2000, Enviro-Clean's Board of Directors
unanimously consented to issue the remaining 500,000 shares to Mr. Haines in
April 2000. On July 31, 2000, Enviro-Clean repurchased 250,000 shares of its
Common Stock held by Mr. Haines at a price of $2.00 per share and on August 15,
2001, Enviro-Clean repurchased another 250,000 shares of its Common Stock held
by Mr. Haines at a price of $2.00 per share. In the aggregate, Enviro-Clean
repurchased 500,000 shares of its Common Stock from Mr. Haines at a gross
purchase price of $1,000,000.

Steven Etra, the Secretary and Treasurer and a director of Enviro-Clean,Titanium,
entered into a consulting agreement with Enviro-CleanTitanium dated March 1, 1999, for a
term of one year. The agreement shall automatically be renewed for successive
one-year periods unless either party gives written notice to the other of its
intention not to renew the agreement. Such notice shall be given at least sixty
days prior to the end of the initial term pursuant to whichor any renewal term, as the case may
be. Under the original terms of the consulting agreement, Mr. Etra was to
receive a monthly fee of $2,000 for financial public relations services which includes assisting Enviro-Clean in
communicating with investment bankers, financial analysts and potential
investors. Onservices. At a
meeting of the Board held on March 9, 2000, the Board authorized an increase toincreased the monthly feecompensation
under the consultingagreement to $4,000 per month. Themonth and the consulting agreement is automatically renewed
for successive one-year periods unless notice is givenhas
remained in effect.

Certain properties leased by CIC in their operations are owned by
either party of their
intent not to renew the agreement at least sixty days prior to the end of the
term that is in effective, whether it be the original one year term orDavis Properties Joint Ventures ("DPJV") a subsequent renewal term.

In April and June of 1999, Colnic Investment Partnership, a private
investment company controlledpartnership owned equally by
Mr. Davis, President of Enviro-Clean, purchased
an aggregate of 100,000 shares of Enviro-Clean's Common Stock at a purchase
price of $2.50 per share for an aggregate investment of $250,000. The
investments were made in two purchases of $125,000 each.

In June of 1999, Enviro-Clean offered units of securities in a private
placement in which some of the directors' and officers' affiliates participated.
The units consisted of one 12.75% Subordinated Promissory Note in the principal
amount of $10,000 and 2,400 common stock warrants at an exercise price of $4.25
per share, exercisable for a four-year from the date that is 180 days from the
date of issuance, and were offered at a price of $10,000 per unit. On June 1,
1999, Blair Etra, the wife of Mr. Etra, director, Secretary and Treasurer of
Enviro-Clean, purchased one unit for $10,000. In addition, several affiliates of
Mr. Granoff, who was subsequently elected to Enviro-Clean's Board, participated
in this offering. On June 1, 1999, Leslie Granoff, wife of Mr. Granoff,
purchased 2.5 units for $25,000; Dapary Management Corporation, a company
controlled by Mr. Granoff, purchased 2.5 units for $25,000; JR Realty
Corporation, a company in which the wife of Mr. Granoff is a principal
shareholder, purchased five units for $50,000. Anlyn Association Inc. Retirement
Trust, Inc., a company controlled by Melvin Schreiber, who was subsequently
elected to Enviro-Clean's Board, purchased one unit for $10,000.

Effective August 1, 1999, Enviro-Clean acquired CIC. Prior to its
acquisition by Enviro-Clean, Mr. Davis, the current President of Enviro-Clean,
was a minority shareholder in CIC, and his parents, Charles H. Davis and Carolyn
Davis were the majority shareholders of CIC. According to the purchase
agreement, the consideration for the merger included: (a) $500,000 in cash; (b)
a secured promissory note in the original principal amount of $900,000 (the
"Davis Note") payable to Charles H. Davis; and (c) 320,000 shares of the Series
D Cumulative Convertible Preferred Stock (the "Series D Stock"), a class of
securities created specifically for the transaction of which 250,000 shares were
held by Mr. Davis and 70,000 shares were held by Charles H. Davis. In connection
with the merger, Enviro-Clean entered into a Pledge and Security Agreement to
secure the payment of the Davis Note. Furthermore, Enviro-Clean granted
piggyback registration rights for the shares of Common Stock into which the
Series D Stock is convertible. On March 14, 2000, the Board approved the
redemption of all Series D Stock at a redemption price of $5.00 per share. Of
the net consideration of $1,600,000 from the redemption of the Series D Stock,
Randall Davis received $1,250,000 in exchange for the 250,000 shares of Series D
Stock held. The designation for the Series D Stock provided for seniority rights
over all other preferred stock, which, at the time of the redemption, included
the Series A, B and E stock. Therefore, any redemption of any other preferred
stock was dependent on the approval of the holders of the Series D Stock.

In connection with the purchase of CIC in August of 1999, CIC entered
into four leases to rent parcels of real estate. These leases include:

(a) a five-year triple net lease for 1023 Morales Street in San Antonio, Texas,
for the administrative offices and manufacturing facilities with
approximately 24,000 square feet, at an annual rental of $70,872, by and
between CIC and Charles H. Davis;
(b) a five-year triple net lease for 724 Perez Street in San Antonio, Texas,
for a warehouse and distribution facility with approximately 11,000 square
feet, at an annual rental of $21,060, by and between CIC and Charles H.
Davis;
(c) a five-year triple net lease for 723 Perez Street in San Antonio, Texas,
for a warehouse with approximately 16,000 square feet, at an annual rental
of $29,592, by and between CIC and Charles H. Davis; and
(d) a five-year triple net lease for 401 Main Street in Kerrville, Texas, for a
Cleaning Ideas retail store with approximately 5,000 square feet, at an
annual rental of $60,000, by and among CIC, Mr.K. Davis and his father Charles H. Davis.

In December of 1999, Enviro-Clean offered units of securitiesDavis or by Charles Davis, individually.
Lease payments made to DPJV for 2000 and 2001 were $60,000 per year, while
Charles Davis received $121,524 per year individually. The lease agreements were
made in a
private placement in which several directorsarms-length negotiations

and officers, and their affiliates
participated. The units consisted of 100 shares of Series B Preferred Stock and
1000 common stock warrants at an exercise price of $5.00 per share, exercisable
for a five year period upon issuance, and were offered at a price of $10,000 per
unit. On December 15, 1999, Blair Etra, the wife of Steven Etra, director,
Secretary and Treasurer of Enviro-Clean, purchased thirteen units, for $130,000;
SRK Associates, LLC, a company controlled by Mr. Etra, purchased six units for
$60,000; Lances Property Development Pension Plan, a company 50% owned by Steven
Etra, purchased four units for $40,000; Irving Etra Family Trust, in which Mr.
Etra is a beneficiary, purchased five units for $50,000; and Gary Granoff, a
director of Enviro-Clean, purchased five units for $50,000. Anlyn Association
Inc. Retirement Trust, Inc., a company controlled by Melvin Schreiber, who was
subsequently elected to Enviro-Clean's Board, purchased one and a half units for
unit for $15,000. On December 30 1999, as a partterms of the same private placement,
Barry Gordon, a former director of Enviro-Clean, purchased two and a half units
for $25,000.

In February 2000, Enviro-Clean offered units of securities in a
private placement in which several directors and officers, and their affiliates
participated. The units consisted of two shares of Common Stock and one Common
Stock purchase warrant at an exercise price of $4.25 per share, exercisable for
a three-year period upon issuance, and were offered at a price of $8.00 per
unit. On February 28, 2000, Steven Etra, director, Secretary and Treasurer of
Enviro-Clean, purchased 25,000 units for $200,000; Irving Etra Family Trust, in
which Mr. Etra is a beneficiary, purchased 12,500 units for $100,000; SRK
Associates, LLC, a company controlledleases are believed by Mr. Etra, purchased 6,250 units for
$50,000; Leslie Granoff, wife of Gary Granoff, a director of Enviro-Clean,
purchased 3,125 units for $25,000; and Gemini Capital Corporation, a company in
which Mr. Granoff is a director and the President and in which Mr. Etra is a
director, purchased 9,375 units for $75,000.

PriorCompany to the February 15, 2000 initial public offering (the "IPO") of
b2bstores.com, Inc. ("b2bstores"), which was originally a California-based
business to business ecommerce company, Enviro-Clean, Messrs. Kandel, Davis and
Etra were the principal shareholders of b2bstores. Since its inception in June
1999 until the initial public offering, b2bstores' working capital requirements
had been satisfied through capital contributions made by Enviro-Clean, Messrs.
Kandel, Davis and Etra and loans made to it by Enviro-Clean. In June 1999,
Enviro-Clean, Messrs. Kandel, Davis, Etra, and others purchased an aggregate of
3,666,667 shares of b2bstores common stock for $27,500 in the form of $11,000 in
cash and the transfer to b2bstores of all of rights and interest in
www.b2bstores.com and all related assets, including intellectual property.

In August 1999 in a private offering by b2bstores, Mr. Kandel
purchased 66,666 shares at $1.88 per share, Mr. Kandel and Son Profit Sharing
Plan, of which Mr. Kandel is the trustee, purchased 100,000 shares of b2bstores
common stock at $1.88 per share, Steven Etra purchased 92,000 shares of
b2bstores common stock at $1.88 per share, and SRK Associates, Inc., a company
controlled by Mr. Etra, purchased 10,667 shares of b2bstores common stock at
$1.88 per share.

Up until b2bstores' IPO, Enviro-Clean had made loans to b2bstores in
the aggregate principal amount of approximately $1,399,836. These loans carried
an interest rate of 8% per annum and were paid in full on February 18, 2000.

Prior to the b2bstores' IPO, Enviro-Clean owned 2,000,000 sharesbe reflective of the
b2bstores common stock, constituting approximately 49.7 % of the total
outstanding b2bstores common stock while Messrs. Kandel, Davis and Etra each
owned additional 1,233,333 shares (30.7%), 333,333 shares (8.3%) and 169,334
shares (4.2%) of b2bstores common stock, respectively.

As of March 1, 2000, following the b2bstores IPO, Enviro-Clean's
holdings accountedmarket's current value for approximately 24.9% of the total outstanding b2bstores
common stock while Messrs. Kandel, Davis and Etra beneficially held 15.4%, 4.1%
and 2.5% of the outstanding b2bstores common stock, respectively.

On March 14, 2000, Enviro-Clean to sold 1,000,000 of its 2,000,000
shares of the b2bstores common stock in a private placement to ZERO.NET, Inc., a
Delaware corporation, at $7.00 per share for an aggregate of $7,000,000,
effectively reducing its stake in b2bstores to approximately 12.4% of the
b2bstores outstanding shares of common stock.

On March 14, 2001, IVAX Diagnostics, Inc. ("Diagnostics"), a Florida
Corporation, merged with and into b2bstores. As merger consideration, b2bstores
issued an additional 20,000,000 shares of its common stock, effectively reducing
Enviro-Clean's percentage stake in b2bstores to approximately 3.5% of the
outstanding b2bstores common stock. Although b2bstores was the surviving entity
in the merger with Diagnostics, b2bstores changed its name to IVAX Diagnostics,
Inc. and its business has become the business of Diagnostics.

Prior to the merger, Mr. Kandel, the Chairman and Chief Executive
Officer of Enviro-Clean, served as the Chairman of the Board of b2bstores, Inc.
and had a three-year employment agreement with b2bstores, effective November
1999. In conjunction with the merger of Diagnostics and b2bstores, Mr. Kandel
has settled his employment agreement and resigned from all positions of
b2bstores. In addition, Randall Davis, the President and a director of Enviro-
Clean, was elected to the b2bstores board in May, 2000 and continues to serve as
a board member of b2bstores (now known as IVAX Diagnostics, Inc.) post-merger.

On April 1, 2000, 20,790 outstanding shares of the Series B Cumulative
Convertible Preferred Stock (the "Series B Stock") plus accrued and unpaid
dividends, were converted to Enviro-Clean's Common Stock at a conversion price
of $5.00 per share of Common Stock. This resulted in an issuance of 426,195
shares of the Common Stock. There were several directors and officers and their
affiliates who participated in the conversion of the Series B Shares. SRK
Associates, L.L.C., a company controlled by Steven Etra, director, Secretary and
Treasurer of Enviro-Clean, converted 600 shares of Series B Stock, plus accrued
and unpaid dividends, into 12,300 shares of Common Stock; Lances Property
Development Pension Plan, a company 50% owned by Mr. Etra, converted 400 shares
of Series B Stock, plus accrued and unpaid dividends, into 8,200 shares of
Common Stock; Irving Etra Family Trust, in which Mr. Etra is a beneficiary,
converted 500 shares of Series B Stock, plus accrued and unpaid dividends, into
10,250 shares of Common Stock; Gary Granoff, a director of Enviro-Clean,
converted 500 shares of Series B Stock, plus accrued and unpaid dividends, into
10,250 shares of Common Stock; and Barry Gordon, a former Director of Enviro-
Clean, converted 250 shares of Series B Stock, plus accrued and unpaid
dividends, into 5,125 shares of Common Stock. In addition, the remaining 4,800
outstanding shares of Series B Stock were redeemed at the conversion price of
$100.00 per share of Series B Stock plus accrued and unpaid dividends. Blair
Etra, the wife of Mr. Etra, redeemed 1,300 shares of Series B Stock, plus
accrued and unpaid dividends, at a price of $100.00 per share for a total of
$133,250. Anlyn Association Inc. Retirement Trust, Inc., a company controlled by
Melvin Schreiber, who was subsequently elected to Enviro-Clean's Board,
converted 150 shares of Series B Stock, plus accrued and unpaid dividends, into
3,075 shares of Common Stock.

17
similarly situated real estate.

On May 30, 2000, the Company began a new private placement of a minimum
of 285,000 and maximum of 1,000,000 shares of Common Stock at $3.00 per share.
The offering was designed to sell the Common Stock in exchange for cash or for
the Company's outstanding 12.75% subordinated promissory notes (the "Notes")
which were purchased in a previous offering by the Company in June 1999. On June
15, 2000, at the first closing, the Company sold an aggregate of 636,822 shares
of Common Stock to approximately 29 accredited investors. The aggregate proceeds
to the Company were $820,500 in cash and $1,090,000 worth of Notes. To avoid
issuing fractional shares, the Company issued checks in the aggregate amount of
$34 to various former Note holders who participated in the offering. A second
closing took place on June 30, 2000, when the Company sold an aggregate of
98,665 shares of Common Stock to approximately 8 accredited investors. The
aggregate proceeds to the Company were $24,000 in cash and $272,000 worth of
Notes. To avoid issuing fractional shares, the Company issued checks in the
aggregate amount of $5 to various former Note holders who participated in the
offering. There were several directors and officers and their affiliates who
participated in the offering. Lances Property Development Pension Plan, a
company 50% owned by Mr. Etra, converted $30,000 worth of Notes into 10,000
shares of Common Stock; Irving Etra Family Trust, in which Mr. Etra is a
beneficiary, converted $30,000 worth of Notes into 10,000 shares of Common
Stock; Blair Etra, the wife of Mr. Etra, converted $9,999 worth of the Notes
into 3,333 shares of Common Stock and purchased 73,500 shares of Common Stock
for $220,500 in cash; Dapary Management Corporation, a company controlled by Mr.
Granoff, converted $24,999 worth of Notes into 8,333 shares of Common Stock;
Anlyn Association Inc. Retirement Trust, Inc., a company controlled by Melvin
Schreiber, who was subsequently elected to Enviro-Clean'sTitanium's Board, converted $9,999
worth of Notes into 3,333 shares of Common Stock, and; the dotCom Funds L.L.C.,
a company in which Mark A Rice, a former director of Enviro-Clean,Titanium, is the managing
member of the managing member, purchased 200,000 shares of Common Stock for
$600,000 in cash.

On September 14, 2000, the Company began a new private placement of a
minimum of 320,000 and maximum of 2,000,000 shares of Common Stock at $1.25 per
share. On November 27, 2000, Enviro-CleanTitanium sold an aggregate of 416,600 shares of
Common Stock for aggregate proceeds of $520,750. Of the shares sold, Anlyn
Assoc. Inc. Retirement Trust, a company controlled by Melvin Schreiber,
purchased 16,000 shares for $20,000 in cash.

On July 6, 2001, the Company completed the sale of all of the capital
stock of Kandel & Son to Richard Kandel, former Chairman and Chief Executive
Officer of Titanium, for consideration consisting of the following: (i)
1,000,000 shares of the Titanium common stock, par value $0.001; and (ii)
300,000 shares of IVAX Diagnostics, Inc. In addition, as part of the
transaction, Mr. Kandel tendered his resignation as Chief Executive Officer and
Chairman of the Board of the Company and released his rights to any compensation
under his employment agreement with the Company. Kandel & Son was a wholly-owned
subsidiary of the Company. The effective date of the transaction was June 29,
2001 and the purchase price was derived through arms-length negotiations among
the parties and their principals and was supported by an independent third party
fairness opinion.

On August 23, 2001, the Company began a private placement of a minimum
of $500,000 and maximum of $2,000,000 of secured promissory notes (the "9 3/4%
Notes"). The 9 3/4% Notes have a three year maturity date, a simple interest
rate of 9 3/4%, and are secured by certain Company shares of IVAX Diagnostics,
Inc. pursuant to an pledge and security agreement and an escrow agreement. As of
the final closing of December 31, 2001, the Company sold an aggregate of
$1,855,000 worth of the 9 3/4% Notes to approximately 18 accredited investors.
The 9 3/4% Notes also contain a provision which allows the payee to demand
prepayment within thirty days upon the delivery of a notice. There were several
directors and officers and their affiliates who participated in the offering.
Steven Etra purchased $300,000 worth of the 9 3/4% Notes; Lances Property
Development Pension Plan, a company 50% owned by Mr. Etra, purchased $30,000
worth of the 9 3/4% Notes; Irving Etra Family Trust, in which Mr. Etra is a
beneficiary, purchased $50,000 worth of the 9 3/4% Notes; Randall K. Davis
purchased $200,000 worth of the 9 3/4% Notes; Charles and Carolyn Davis, Randall
K. Davis's parents, purchased an aggregate of $240,000 worth of the 9 3/4%
Notes; Bernard Etra Family Trust, in which Kenneth Etra is a beneficiary,
purchased $50,000 worth of the 9 3/4% Notes; Bernard Etra, father of Kenneth
Etra, purchased $100,000 worth of the 9 3/4% Notes; Luito

L.L.C., a company controlled by Aladar Deutsch, purchased $100,000 worth of the
9 3/4% Notes, and; Beverly Kandel, the mother of Richard Kandel, purchased
$200,000 worth of the 9 3/4% Notes. As of April 15, 2002, Randall K. Davis,
Charles and Carolyn Davis and had exercised their deamnd prepayment rights and
the Company had delivered the outstanding amount due and cancelled the
applicable 9 3/4% Notes

On January 25, 2002, the Company began a new private placement of a
minimum of $25,000 and maximum of $1,000,000 of secured promissory notes (the
"Second 9 3/4% Notes"). The Second 9 3/4% Notes have terms that are
substantially similar to the 9 3/4% Notes. As of the April 15, 2002, the Company
had sold an aggregate of $270,000 worth of the Second 9 3/4% Notes to 3
accredited investors. Steven Etra purchased $30,000 worth of the Second 9 3/4%
Notes; and Kandel & Sons PSP, a trust of which Richard Kandel is the trustee,
purchased $140,000 worth of the Second 9 3/4% Notes. The offering of the Second
9 3/4% Notes is scheduled to terminate on May 31, 2002.

PROPOSAL 2: SELECTION OF
INDEPENDENT AUDITORS

Enviro-Clean'sTitanium's financial statements for the year ended December 31, 20002001
have been audited by Goldstein, Golub, & Kessler L.L.P., independent certified
public accountants.

AUDIT FEES

Fees and expenses for the last annual audit were $53,231$42,408 and the fees
and expenses associated with the reviews of the Enviro-CleanTitanium quarterly reports
totaled $30,285,$30,649, for an aggregate of $83,561$73,057 in 2000.2001.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION

There were no fees paid to the independent auditors for professional
services relating to the services described under Rule 2-01(c)(4)(ii) of
Regulation S-X.

The Audit Committee has considered whether the provision of services
covered by the independent auditors, as listed above, is compatible with
maintaining the independence of the auditors.

The Board has appointed Goldstein, Golub, & Kessler L.L.P. as
independent auditors to audit the financial statements of Enviro-CleanTitanium for the year
ending December 31, 2001.2002. Unless otherwise directed, the persons named in the
accompanying proxy will vote in favor of the ratification of the appointment of
Goldstein, Golub, & Kessler L.L.P.

Representatives of Goldstein, Golub, & Kessler L.L.P. are expected to
be available telephonically at the Annual Meeting to make a statement if they
desire to do so and to respond to appropriate questions.

18
The Board of Enviro-CleanTitanium recommends that the Enviro-Clean
shareholdersTitanium stockholders vote
"FOR" the ratification of Goldstein, Golub, & Kessler L.L.P. as independent
auditors for the year ending December 31, 2001.

SHAREHOLDER2002.

STOCKHOLDER PROPOSALS

APursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, stockholders may present proper proposal submitted by an Enviro-Clean shareholderproposals for inclusion in the
Company's proxy statement and for consideration at Enviro-Clean's 2002its Annual Meeting of
Shareholders andStockholders by submitting their proposals to the Company in a timely manner. In
order to be so included for the 2003 Annual Meeting, stockholder proposals must
be received at Enviro-Clean's executive offices no later thanby the Company by December 15, 2001,2002 and must otherwise comply with
the requirements of Rule 14a-8. Stockholder proposals submitted outside the
processes of Rule 14a-8 will be includedconsidered untimely if they are submitted after
March 18, 2003, pursuant to the calculation provided in Enviro-Clean's Proxy Statement and form of proxy relating to such
Annual Meeting. If the proposal is adopted, it will be included in the
information statements distributed to shareholders.Rule 14a-4(c)(1).

GENERAL

Neither management nor the Board knows of any matter to be acted upon
at the meetingAnnual Meeting other than the matters described above. If any other
matter properly comes before the Annual Meeting, however, the proxy holders will
vote thereon in accordance with their best judgment.

The cost of soliciting proxies will be borne by Enviro-Clean.Titanium. Following the
original mailing of the proxy soliciting material, regular employees of Enviro-CleanTitanium
may solicit proxies by mail, telephone, telegraph and personal interview. Proxy
cards and materials will also be distributed to beneficial owners of stock,
through brokers, custodians, nominees and other like parties, and Enviro-CleanTitanium
expects to reimburse such parties for their charges and expenses connected
therewith.

A copy of Enviro-Clean'sTitanium's Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission has been mailed to all shareholdersstockholders along
with this Proxy Statement. Additional copies will be available without charge to
shareholdersstockholders upon written request to Enviro-Clean of America,Titanium Holdings Group, 1023 Morales
Street, San Antonio, Texas 78207.

/s/ Richard Kandel
----------------------------------------
Richard KandelRandall K. Davis
-----------------------------------------
RANDALL K. DAVIS
Chief Executive Officer

1918

APPENDIX A
----------

CHARTER
OF THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OF
ENVIRO-CLEAN OF AMERICA, INC.

I. Statement of Policy.

The Audit Committee (the "Committee") of the Board of Directors (the
"Board") of Enviro-Clean of America, Inc. (the "Corporation") shall provide
assistance to the Board in fulfilling its responsibility to the stockholders,
potential stockholders, and investment community relating to corporate
accounting and reporting practices of the Corporation, and the quality and
integrity of the financial reports of the Corporation. In so doing, it is the
responsibility of the Committee to maintain free and open means of communication
among the Board, the independent auditors, the internal auditors, and the
financial management of the Corporation.

II. Composition.

The Committee shall be comprised of two or more directors as determined by
the Board, at least a majority of whom shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment as a member of the Board and the
Committee. The independence of each member of the Committee shall further be
evaluated in light of the rules and regulations of the National Association of
Securities Dealers, Inc. (the "NASD"). Committee members may enhance their
familiarity with finance and accounting by participating in educational programs
conducted by the Corporation or an outside consultant.

The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a chairperson (the "Chair") is elected by the full
Board, the members of the Committee may designate a Chair by majority vote of
the full Committee membership.

III. Meetings.

The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. As part of its policy to foster open communication,
the Committee should meet at least annually with management, the director of the
internal auditing department and the independent accountants in separate
executive sessions to discuss any matters that the Committee or any of these
groups believe should be discussed privately. In addition, the Committee or at
least its Chair should meet with the independent accountants and management
quarterly to review the Corporation's financial statements prior to their public
release consistent with Section IV.A.

IV. Responsibilities.

In carrying out its responsibilities, the Committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the Board and stockholders that the corporate
accounting and reporting practices of the Corporation are in accordance with all
requirements and are of the highest quality.

A-1

In carrying out these responsibilities, the Committee will:

A. Financial Reporting Processes
-----------------------------

1. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial
reporting processes, both internal and external.

2. Consider the independent accountants' judgments about the quality
and appropriateness of the Corporation's accounting principles as
applied in its financial reporting.

3. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices,
including internal controls, as suggested by the independent
accountants, management, or the internal auditing department.

B. Documents/Reports Review
------------------------

1. Review and update this Charter periodically, at least annually,
as conditions dictate. In the event that the Corporation does not
qualify as a small business filer under the Securities and
Exchange Committee (the "SEC") rules, or should otherwise decide
not to file as a small business under the SEC rules, the
Committee shall revise and amend this charter to reflect any
changes in the requirements under the NASD rules and regulations.

2. Submit the minutes of all meetings of the Committee to, or
discuss the matters discussed at each Committee meeting with, the
Board.

3. Review with financial management and the independent accountants
the Corporation's annual and periodic financial statements and
any reports or other financial information submitted to any
governmental body, or the public, including any certification,
report, opinion, or review rendered by the independent
accountants, considering, as appropriate, whether the information
contained in these documents is consistent with the information
contained in the financial statements and whether the independent
accountants and legal counsel are satisfied with the disclosure
and content of such documents. With respect to financial
statements included in Form 10-QSB, the Chair may represent the
entire Committee for purposes of this review.

4. Review the regular internal reports to management prepared by the
internal auditing department and management's response.

C. Independent Accountants
-----------------------

1. Recommend to the Board the selection of the independent
accountants, considering independence and effectiveness and
approve the fees and other compensation to be paid to the
independent accountants. On an

A-2

annual basis, the Committee shall review and discuss with the
independent accountants all significant relationships the
independent accountants have with the Corporation and relevant
third parties to determine the independent accountants'
independence. In making this determination, the Committee shall
consider not only auditing and other traditional accounting
functions performed by the independent accountants, but also
consulting, legal, and other professional services rendered by
the independent accountants and their affiliates. The Committee
will also require the independent accountants to submit on an
annual basis a formal written statement delineating all
relationships among the Corporation, the independent accountants
and their respective affiliates.

2. Review the performance of the independent accountants and approve
any proposed discharge of the independent accountants when
circumstances warrant.

3. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness
and accuracy of the organization's financial statements. Among
the items to be discussed in these meetings are the independent
auditors' evaluation of the Corporation's financial, accounting,
and internal auditing personnel, and the cooperation that the
independent auditors received during the course of each audit.

D. Process Improvement
-------------------

1. Establish regular and separate systems of reporting to the
Committee by each of management, the independent accountants and
the internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view
of each as to appropriateness of such judgments.

2. Following completion of the annual audit, review separately with
each of management, the independent accountants and the internal
auditing department any significant difficulties encountered
during the course of the audit, including any restrictions on the
scope of work or access to required information.

3. Review any significant disagreement among management and the
independent accountants or the internal auditing department in
connection with the preparation of the financial statements.

4. Review with the independent accountants, the internal auditing
department and management the extent to which changes or
improvements in financial or accounting practices, as approved by
the Committee, have been implemented. This review should be
conducted at an appropriate time subsequent to implementation of
changes or improvements, as decided by the Committee.

A-3

E. Internal Audit Department
-------------------------

1. Review activities, organizational structure, and qualifications
of the internal audit department.

2. Review and concur in the appointment, replacement, reassignment,
or dismissal of the director of internal auditing.

3. Consider and review with management and the director of internal
auditing:

(a) Significant findings during the year and management's
responses thereto.

(b) Any difficulties encountered in the course of internal
audits, including any restrictions on the scope of the
internal auditors' work or access to required information.

(d) The internal auditing department budget and staffing.

(e) The Internal auditing department's compliance with The
Institute of Internal Auditors' Standards for the
Professional Practice of Internal Auditing.

A-4

ENVIRO-CLEAN OF AMERICA,TITANIUM HOLDINGS GROUP, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR AN ANNUAL MEETING OF STOCKHOLDERS ON JUNE 13, 200114, 2002

The undersigned hereby appoints Randall K. Davis and Charles Davis, and
each of them, proxies, with the powers the undersigned would possess if
personally present, and with full power of substitution, to vote at the Annual
Meeting and at any adjournment thereof, all shares of Common Stock of Enviro-
Clean of America,Titanium
Holdings Group, Inc. held of record by the undersigned on the record date, upon
all subjects that may properly come before the meeting, including the matters
described in the proxy statement furnished herewith, subject to any directions
indicated on this proxy ballot. If no directions are given and the signed proxy
ballot is returned, the proxies will vote FOR Proposals 1 and 2, and, at their
discretion, on any other matter that may properly come before the meeting or any
adjournment thereof.

MARK THE BOX AT THE RIGHT IF YOU PLAN TO ATTEND THE MEETING. [ ]|_|

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE FOLLOWING ITEMS, AS
MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT:

1. Election of directors.

NOMINEES

Richard Kandel Randall K. Davis Steven Etra Gary C. Granoff

Steven Etra Melvin Schreiber [ ]Aladar Deutsch Kenneth Etra

[_] FOR all nominees listed above [ ]WITHHOLD[_] WITHHOLD all nominees listed
above

[ ][_] Place an "X" in this box to withhold authority to vote for any
individual nominee and write that name (or names) from the list
above on the line below.

____________________________________________________________

2. Ratification of selection of Goldstein, Golub & Kessler LLP as independent
auditors for the fiscal year ending December 31, 2001.2002.

FOR: [ ][_] AGAINST: [ ][_] ABSTAIN: [ ][_]

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment(s)
thereof.

The undersigned acknowledges receipt of the formal notice of such meeting and
the accompanying Proxy Statement.

Please sign exactly as name appears on the certificate. When shares are held by
joint tenants, both should sign. 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. When signing as attorney, executor,
administrator, trustee, guardian, officer or partner, please give full title as
such.

PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY BALLOT PROMPTLY USING THE ENCLOSED
ENVELOPE.

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

----------------------------------------_______________________________
_______________________________
SIGNATURE(S)
DATE: -----------------------------------_________________________