RETROSPETTIVA, INC.
8825 West Olympic Blvd.Boulevard
Beverly Hills, California 90211

PROXY STATEMENT AND

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 1999JULY 6, 2000

To the shareholders of Retrospettiva, Inc.:

The Annual Meeting of the shareholders of Retrospettiva, Inc. (the
"Company") will be held at the Company's executive offices, 8825 West Olympic
Blvd.,Boulevard, Beverly Hills, California 90211, at 4:3:00 P.M.p.m. on June 23, 1999,July 6, 2000, or at
any adjournment or postponement thereof, for the following purposes:

1. To elect seven directors of the Company.

2. To transact such other business as may properly come before the
meeting.

Details relating to the above matters are set forth in the attached
Proxy Statement. All shareholders of record of the Company as of the close of
business on May 14, 199926, 2000, will be entitled to notice of and to vote at such
meeting or at any adjournment or postponement thereof.

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO
NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN
THE ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING OF
A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.

BY ORDER OF THE BOARD OF DIRECTORS

Hamid Vaghar,
Chief Financial Officer

May 18, 199929, 2000

PROXY STATEMENT

RETROSPETTIVA, INC.
8825 West Olympic Blvd.
Beverly Hills, California 90211
Telephone: (310) 657-1745

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 1999JULY 6, 2000

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Retrospettiva, Inc. (the "Company"), a
California corporation, of no par value Common Stock ("Common Stock") to be
voted at the Annual Meeting of Shareholders of the Company ("Annual Meeting") to
be held at 4:3:00 P.M.p.m. on June 23, 1999,July 6, 2000, or at any adjournment or postponement
thereof. The Company anticipates that this Proxy Statement and the accompanying
form of proxy will be first mailed or given to all shareholders of the Company
on or about May 18, 1999.29, 2000. The shares represented by all proxies that are
properly executed and submitted will be voted at the meeting in accordance with
the instructions indicated thereon. Unless otherwise directed, votes will be
cast for the election of the nominees for directors hereinafter named. The
holders of a majority of the shares represented at the Annual Meeting in person
or by proxy will be required to elect directors and approve any proposed
matters.

Any shareholders giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in person,
at the Annual Meeting, that the proxy be returned.

All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular salaries. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and the Company may reimburse such
persons for reasonable out of pocket expenses incurred by them in so doing.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

The close of business on May 14, 199926, 2000, has been fixed by the Board of
Directors of the Company as the record date (the "record date") for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting. On the record date, there were 3,127,9163,177,916 shares of Common Stock
outstanding with each share entitling the holder thereof to one vote on each
matter which may come before the Annual Meeting. Cumulative voting for directors
is permitted.

A majority of the issued and outstanding shares entitled to vote,
represented at the meeting in person or by proxy, constitutes a quorum at any
shareholders' meeting.

-1-

Security Ownership of Certain Beneficial Owners and ManagementManagement.

The following table sets forth information concerning the
holdings of Common Stock by each person who, as of May 14, 1999,26, 2000, holds of record
or is known by the Company to hold beneficially or of record, more than 5% of
the Company's Common Stock, by each director, and by all directors and executive
officers as a group. All shares are owned beneficially and of record. The
address of all persons is in care of the Company at 8825 West Olympic Blvd.,Boulevard,
Beverly Hills, California 90211. Amount of Percent of Name Ownership Class

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

Borivoje Vukadinovic (1) 2,404,054 46.3%46.3
Hamid Vaghar (2) 50,000 1.0%1.0
Ivan Zogovic (4)(3) 81,712 1.6%1.6
Mojgan Keywanfar (4)(3) 81,712 1.6%1.6
S. William Yost (5)(4) 23,826 0.4%0.4
Donald E. Tormey (4) 23,826 0.4
Sol Schalman (5) 23,826 0.4%
Philip E. Graham (5) 23,826 0.4%
Michael D. Silberman (3) 175,735 3.4%0.4
All officers and directors
as a group (7 persons) 2,864,691 55.1%
-2,688,956 50.7
----------
(1) Includes stock options to purchase up to 1,191,300
shares of Common Stock at $6.25 per share, 166,777 shares at $.63
per share exercisable until April 2006 and 100,000 shares at
$2.50$1.25 per share until December 2008.
(2) IncludesRepresents stock options to purchase up to 50,000
shares of common stock at $2.50$1.25 per share until December 2008.
(3) Includes stock options to purchase up to 119,128 shares of Common stock at
$6.25 per share exercisable until April 2006.

(4) Represents stock options to purchase up to 30,973
shares of Common Stock at $1.68 per share exercisable until April
2001,2006, 11,913 shares at $2.94 per share exercisable until May
2001,2006, and 23,826 shares at $2.94 per share exercisable until
April 2006.

(5)2006, and 15,000 shares at $1.25 exercisable until December
2008.
(4) Represents stock options to purchase up to 23,826
shares of Common Stock at $2.94 per share exercisablexercisable until May
2001.

PROPOSAL 1: TO ELECT SEVEN DIRCTORS OF THE COMPANY2006.
(5) Represents stock options to purchase up to 23,826
shares of Common Stock at $2.25 per share until September 2004.

ELECTION OF DIRECTORS

At the Annual Meeting, the shareholders will elect seven directors of
the Company. Cumulative voting is permitted in the election of directors. In the
absence of instructions to the contrary, the person named in the accompanying
proxy will vote in favor of the election of each of the persons named below as
the Company's nominees for directors of the Company. All of the nominees are
presently members of the Board of Directors. Each of the nominees has consented
to be named herein and to serve if elected. It is not anticipated that any
nominee will become unable or unwilling to accept nomination or election, but if
such should occur, the person named in the proxy intends to vote for the
election in his stead of such person as the Board of Directors of the Company
may recommend.

-2-
The following table sets forth certain information regarding each
nominee and each executive officer of the Company.

Officer or
Name Age Office Director Since
- ---- --- ------ --------------

Borivoje Vukadinovic(3) 40Vukadinovic (1) 41 Chairman of the Board of 1991
Directors, President and
Chief Executive Officer

Hamid Vaghar(3) 34Vaghar 36 Chief Financial Officer and 1998
Nominee as Director

Ivan Zogovic(3) 39 Manager-Export/Import, 1996Zogovic 41 Chief Operating Officer and 1998
Director

Mojgan Keywanfar(3) 36 Accounting Manager,Keywanfar 38 Controller, Corporate 1996
Secretary 1998
and Director

S. William Yost(1)Yost (1)(2)(3) 70 71 Director 1996

Donald E. Tormey(1)Tormey (1)(2)(3) 67 68 Director 1996

Michael D. Silberman(2)(3) 42Sol Schalman (1)(2) 75 Director 19961999
- ---------

(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.

(1) Member of the Compensation Committee
(2) Member of the Audit Committee
(3) Nominee for Director
Directors hold office for a period of one year from their election at
the annual meeting of stockholders and until their successors are duly elected
and qualified. Officers of the Company are elected by, and serve at the
discretion of, the Board of Directors. Directors not employed by the Company do
not receive fees for attending Board of Directors' meetings but are reimbursed
for out-of-pocket expenses, and each outside director has been granted stock options
to purchase 23,826 shares of the Company's Common Stock.

Backgroundout- of-pocket expenses.

Background.

The following is a summary of the business experience of each executive
officer and director of the Company for at least the last five years:

Borivoje Vukadinovic has been a director and executive officer of the
Company since January 1991, and its Chief Executive Officer since January 1993.
From JuneMay 1990 to August 1993, he was Vice President and a principal stockholder
of Celtex ENT, a Los Angeles, California based company that established and
administered production of yarns and raw textiles in Yugoslavia, Turkey and
Macedonia. From May 1988 to JuneMay 1990, he was founder, owner and President of
Duty Off, Inc., a Los Angeles, California based company that produced young
men's apparel. He earned a Bachelor of Arts degree in Business from the
University of Banja Luka in Yugoslavia and a Bachelor of Arts degree in Art from
Bern University in Switzerland.

-3-

Hamid Vaghar has served as Controller of Retrospettiva since the
Company's inception and was promoted to Chief Financial Officer in October 1998.
From March 1990 to January 1993, he was an accountant with EB Accounting, a
California based accounting firm which conducted various accounting services for
companies in the garment district of Los Angeles. In January 1993 Mr. Vaghar
became a partner in Mid-West Consultants and continued his accounting career in
that capacity until 1998. He earned a Bachelor degree in Natural Sciences and an
MBA from the University of Poona, India.

Ivan B. Zogovic has been employed by the Company as its Manager-Export/ImportManager-Export
/Import since January 1994 and was appointed a director in May 1996. Mr. Zogovic
is responsible for the export and import of raw materials and finished goods
including customers clearing, scheduling and freight forwarding, between the
United States and the Company's contract manufacturers in Eastern Europe. He
earned a law degree from the University of Belgrade Law School and practiced law
in Yugoslavia from 1984 until 1992.

Mojgan Keywanfar has been employed by the Company as its accounting
manager since February 1991 and was appointed a director in December 1996. Ms.
Keywanfar manages the Company's bookkeeping and management information systems.
She holds a B.A. degree in Economics from the California State University,
Northridge.

S. William Yost became a director of the Company in May 1996. He has
been an adjunct professor of Operations and Technology Management at the
Anderson Graduate School of Management of the University of California, Los
Angeles, since 1986. He has over 20 years experience in industrial positions
together with four years as a presidentialPresidential appointee, in the executive branch of the
federal government, three years in management
consulting and in the early 1980's1980s as the Assistant Commissioner of the U.S.
Trademark and Patent Office of the federal
government in Washington, D.C. Dr. Yost holds a doctorate in
Business Administration (DBA) from the Harvard Business School, and MBA from the
Anderson Graduate School of Management at the University of California, Los
Angeles, and a B.A. from the University of California, Berkeley. He serves on
the Board of Directors of a number of small, privately-heldprivately held companies and is a
consultant to a variety of public and private clients.

Donald Tormey became a director of the Company in May 1996. From 1958
until he retired in 1995, Chevron Corporation employed him in a number of
positions culminating as its Refinery General Manager in El Segundo, California
from 1994 until his retirement. He holds a BSCE degree in engineering from the
University of Wisconsin School of Engineering.

Michael D. Silberman, currentlySol Schalman became a director of the Company in September 1999. He
received a Bachelors degree in Business Administration with a major in
accounting from UCLA in 1940. He served as Chief
Financial Officerin the U.S. Army from 1941 to 1946 and
was discharged in 1964 with rank of Captain. He was licensed as a director ofCertified
Public Accountant in California in May 1948 and has practiced as a sole
practitioner since that date. He was involved in real estate development from
1955 to 1962, and owned and operated the Company since April 1996. From May
1994 until he joined the CompanyBeverly Comstock Hotel in April 1996, Mr. Silberman was a financial
advisor with Prudential Securities Inc. From April 1992 to February 1994, he was

a portfolio manager for Private Investment Fund, a privately-held and managed
investment fund. From September 1991 to April 1992, Mr. Silberman was president
of UMB Commercial Capital, a division of United Mercantile Bank of Pasadena,
California, a federally chartered bank, where he administered the division's
accounts' receivable finance department. From 1983 to 1991, Mr. Silberman served
as the Executive Vice President of Allied Business Capital, a privately-held Los Angeles
California based commercial finance company.from 1962 to 1976. Mr. Silberman received his
Bachelor of Arts degreeSchalman is also licensed as a Certified Public
Accountant in Economics from the University of California, Los
Angeles and his MBA (Masters of Business Administration) degree from the
Anderson School at the University of California, Los Angeles.

Section 16(a) Beneficial Ownership Reporting Compliance

Michael D. Silberman failed to timely report, on Form 4, the sale of 2,500
shares of Common Stock in September 1997 by the required deadline of October 10,
1997. The Form 4 was filed in November 1997. Form 4 requires that transactions
(purchases or sales of Common Stock of the Company) by officers, directors or
principal stockholders must be reported using Form 4 by the 10th of the month
following the month in which the transaction occurred.Nevada.

-4-

Executive CompensationCompensation.

The following table discloses all compensation awarded to, received by,
and paid to the Chief Executive Officer of the Company for the years ended
December 31, 1999, 1998 1997, 1996 and 1995.1997. No executive officer's annual compensation
exceeded $100,000 in 1997.

ANNUAL LONG-TERM COMPENSATION
COMPENSATION AWARDS PAYOUTS
- --------------------------------------------------------------------- --------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
All Other

Name and Salary Bonus Other Annual Restricted Stock Options/ LTIP Compen-
Principal Position Year Salary($($) Bonus($($) Compensation($) Award(s)($) SARS(#) Payouts($) sation($)
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Borivoje Vukadinovic,
Chief Executive Officer 1998 95,000 7,917 -0- -0- 100,000 -0- -0-
1997 80,0011999 150,000 12,500 -0- -0- -0- -0- -0-
-0-
1996 40,928Officer 1998 95,000 7,917 -0- -0- -0- 1,358,067(1)100,000 -0- -0-
1995 26,5001997 80,001 -0- 34,258(2)-0- -0- -0- -0- -0-

(1) See "1996 Stock Option Plan" for description of the options.
(2) Represents sales commission paid to Mr. Vukadinovic.
STOCK OPTION PLAN

In May 1996, the Company adopted a stock option plan for employees,
officers, directors and consultants (the "Plan") which provides for the grant of
options intended to qualify as "incentive stock options" and "non-qualified
stock options" within the meaning of Section 422 of the United States Internal
Revenue Code of 1986 (the "Code"). Incentive stock options are issuable only to
eligible officers and key employees of the Company, and non-qualified options
may be granted to officers, employees, directors and consultants.

The Plan is administered by at least three members of the Board of
Directors at least two of whom are not executive officers or salaried employees
of the Company. Under the Plan, the Board of Directors determines which
individuals shall receive options, the time period during which the options may
be partially or fully exercised, the number of shares of Common Stock that may

be purchased under each option and the option price. Each option granted under
the Plan is evidenced by stock option agreement.

The per share exercise price of the Common Stock subject to an
incentive stock option may not be less than the fair market value of the Common
Stock on the date the option is granted. The per share exercise price of the
Common Stock subject to a non-qualified option is established by the Board of
Directors. The aggregate fair market value (determined as of the date the option
is granted) of the Common Stock that any employee may purchase in any calendar
year pursuant to the exercise of incentive stock options may not exceed
$100,000. No person who owns, directly or indirectly, at the time of the
granting of an incentive stock option to him, more than 10% of the total
combined voting power of all classes of stock of the Company is eligible to
receive any incentive stock options under the Plan unless the option price is at
least 110% of the fair market value of the Common Stock subject to the option,
determined on the date of grant. Non-qualified options are not subject to these
limitations.
-5-

No incentive stock option may be transferred by an optionee other than by
will or the laws of descent and distribution, and during the lifetime of an
optionee, the option will be exercisable only by him or her. In the event of
termination of employment other than by death or disability, the optionee will
have three months after such termination during which he or she can exercise the
option. Upon termination of employment of an optionee by reason of death or
permanent total disability, his or her option remains exercisable for 12 months
thereafter to the extent it was exercisable on the date of such termination. No
similar limitation applies to non-qualified options.

Options under the Plan must be granted within ten years from the effective
date of the Plan. The incentive stock options granted under the Plan cannot be
exercised more than ten years from the date of grant except that incentive stock
options issued to 10% or greater stockholders are limited to five year terms.
All options granted under the Plan provide for the payment of the exercise price
in cash or by delivery to the Company of shares of Common Stock already owned by
the optionee having a fair market value equal to the exercise price of the
options being exercised, or by a combination of such methods of payment.
Therefore, an optionee may be able to tender shares of Common Stock to purchase
additional shares of Common Stock and may theoretically exercise all of his
stock options with no additional investment other than his original shares. Any
unexercised options that expire or that terminate upon an optionee ceasing to be
an officer, director or an employee of the Company become available once again
for issuance.

As of the date hereof, 2,736,634 options have been granted under the Plan
to officers, directors, employees and consultants including 1,577,195 options
granted to Messrs. Vukadinovic and Silberman, an aggregate of 71,478 options
granted to the Company's three non-employee directors and 1,087,961 options
granted to other employees and consultants. The per share exercise prices range
from $0.63 to $6.25, which prices represented at least the fair market value of
the Company's Common Stock on the respective dates the options were granted,
based on prior sales of the Company's Common Stock. The table below sets for the
total number of options issued to each executive officer and director of the
Company and the exercise price. Messrs. Vukadinovic's and Silberman's options
are exercisable until April 2006. The remaining options expire at various times
in 2006. There was an amendment filed to the 1996 Stock Option Plan which
provided for an additional one million options.

In May 1996, the Board granted to Mr. Silberman (i) a stock option to
purchase 238,440 shares of Common Stock at an exercise price of $3.04 per share,
(ii) a stock option to purchase 59,610 shares of Common Stock at an exercise
price of $2.91 per share, and (iii) a stock option to purchase 59,610 shares of
Common Stock at an exercise price of $3.88 per share.

In November 1996, the Board amended Mr. Silberman's option grant to reduce
the number of stock options granted to Mr. Silberman from 357,657 to 119,128

options. 59,564 of these options were re-priced to the exercise price of $3.15
per share. The remaining 59,564 options were re-priced to the exercise price of
$3.78 per share. In December 1996, the Company amended Mr. Silberman's stock
option grants to provide for an adjustment of the exercise price of both of his
stock option grants in the event of an initial public offering of the Company's
securities, a merger or acquisition. In June 1997, the Board re-priced all
119,128 of Mr. Silberman's options to the current exercise price of $6.25 per
share.

In June 1997, the exercise prices of 1,191,290 of Mr. Vukadinovic's options
were re-priced from $2.83 per share to $6.75 per share.

Effective December, 1996 the exercise price of 1,191,290 of Mr.
Vukadinovic's options and 119,128 of Mr. Silberman's options were re-priced from
$6.75 to $6.25 by the Board per the Minutes of Action taken by Consent of the
Board of Directors meeting in December, 1996 whereby Mr. Silberman's and Mr.
Vukadinovic's stock option grants were amended to provide for an adjustment of
the exercise price in the event of an initial public offering of the Company's
securities, a merger or acquisition. Such adjustment was to occur only one time
and be a decrease in the exercise price per share equal to the amount that a
share of common stock is less than $6.50 at the time of the event requiring
adjustment. Since the initial public offering price of the shares of common
stock was $6.00 versus $6.50 the option exercise prices have been re-priced
accordingly.

In December 1998, the Board granted 600,000 options to Frank Trible. 85,000
options were vested immediately and the remaining 515,000 will vest in twelve
monthly installments of 42,916 options per month starting March 1999. The Board
also approved incentive option grants to various officers, employees and
consultants.

The following table sets forth all stock options granted to the Company's
executive officers and directors through December 31, 1998.1999.

Percent of Total
Name of Executive Officer or Total Number of Options Granted Exercise Expiration
Officer or Director Options Issued to Employees Price Date
- --------------------------------------------------------------------------------------------------------------------------------- -------------- ---------------- -------- ----------

Borivoje Vukadinovic 1,458,067 53.3 [1] [1]
Michael D. Silberman 119,128 4.4 $6.25 2006
Ivan Zogovic 81,712 3.0 [2] [3]
Moigan Keywanfar 81,712 3.0 [2] [3]
Hamid Vaghar 50,000 1.8 $2.50$1.25 2008
S. William Yost 23,826 0.9 $2.94 2006
Donald E. Tormey 23,826 0.9 $2.94 2006
Philip E. GrahamSol Schalman 23,826 0.9 $2.25 2004
----------- -----
Totals 1,742,969 68.2

(1) Consists of 166,777 options exercisable at $.63 per share, 1.191,290
options exercisable at $6.25 per share and 100,000 options exercisable at $1.25
per share.
(2) Number of options and exercise prices; consists of 35,739 options
exercisable at $2.94 per share and 30,973 options exercisable at $1.68 per share
and 15,000 options exercisable at $1.25 per share as to each individual.
(3) Represents stock options to purchase up to 11,913 shares exercisable
until May 2006,
--------- ----
Totals 1,862,097 68.2

(1) Consists of 166,777 options exercisable at $.63 per share, 1.191,290
options exercisable at $6.25 per share and 100,000 options exercisable at
$2.50 per share.
(2) Number of options and exercise prices; consists of 35,739 options
exercisable at $2.94 per share and 30,973 options exercisable at $1.68 per
share and 1 5,000 options exercisable at $2.50 per share as to each
individual.
(3) Represents stock options to purchase up to 11,913 shares exercisable until
May 2001, 30,973 shares exercisable until April 2006, 23,826 shares
exercisable until April 2006 and 15,000 shares exercisable until December 16,
2008.
CERTAIN TRANSACTIONS

In April 1996 the Company executed a three-year employment agreement with
Mr. Vukadinovic, its Chief Executive Officer, and Mr. Silberman, its Chief
Financial Officer until October 1998, providing for annual salaries of $95,000

and $60,000, respectively, upon an IPO or merger of the Company with a
publicly-traded company. In connection with their employment, Messrs.
Vukadinovic and Silberman received options under the Plan to purchase 1,191,300
shares and 119,128 shares, respectively, of the Company's Common Stock. Mr.
Silberman also received 81,007 shares of Common Stock for services rendered
valued at $.0042 per share on the date of grant, or an aggregate value on such
date of $34,000.

At December 31, 1998,1999, Mr. Vukadinovic was indebted to the Company in the
amount of $291,738$300,160 advanced by the Company under a credit facility granted to
Mr. Vukadinovic in the maximum amount of $350,000 and evidenced by three
promissory notes. The three promissory notes are unsecured; bear no interest at 10%
per annum and
are due on demand. The sums advanced to Mr. VukadinaovicVukadinovic were primarily used by
him to pay certain medical and related expenses of a family member.

Until December 31, 1996, Mr. Vukadinovic was a 22.5% stockholder in Easy
Concepts, Inc. ("ECI"), an apparel customer of the Company. At December 31, 1996
and December 31, 1997, ECI was indebted to the Company for apparel purchases on
open account in the amounts of $1,182,202 and $218,457, respectively. On January
1, 1997 Mr. Vukadinovic returned all of his ECI stock to ECI for no
consideration. He elected to do so because he had received his ECI stock for
nominal consideration in the form of services rendered and he wanted to
eliminate any potential for conflict of interest caused by his ECI
stockholdings. He was never an officer or director of ECI and ECI is no longer a
customer of the Company.-6-

The Company used a portion of a consolidating warehouse in Astoria, New
York for short-termshort- term storage and for consolidating services in connection with
finished goods imported from Macedonia pending pick up by the Company's
customers. Positive Influence, Inc. ("PII"), the owner of the warehouse and the
provider of the consolidating services, is a non-affiliated former customer of
the Company which was indebted to the Company in the amount of $100,333$86,851 at
December 31, 1998 for goods previously purchased from the Company. The Company
is charged an average of approximately $10,000 per month for use of the
warehouse and for consolidating services provided by PII, which amount is
deducted from the amount owed by PII to the Company. PII also provides Easy
Concepts, Inc. ("ECI"), a former affiliate of the Company, with warehouse space
and consolidating services. Charges due from ECI to PII were also deducted from
the amount owed by PII to the Company and ECI paid such amounts directly to the
Company. Consolidating services involved accepting finished goods shipments,
combining the goods into larger quantities for pickup by, or delivery to,
customers and storage of the goods prior to customer acceptance.

In July 1997,1998, Mr. Vukadinovic personally guaranteed the Company's line
of credit with Merrill Lynch Business Financial Services Inc. in the amount of
$500,000. In November 1997, the line of credit was increasedImperial Bank up to a maximum of
$1,500,000 based on a formula. In July 1998 this line of credit was paid off and
Mr. Vukadinovic guaranteed the Company's line of credit with Imperial Bank in
the maximum amount of $2,500,000 based on a fornula.

At December 31, 1997, ECI's indebtedness to the Company was $218,457. The
amount related to apparel purchased through February 1997 and at that time was
more than 180 days past due. As the indebtedness was incurred on open account
for apparel purchases, the amount was not evidenced by a promissory note, no
interest had been charged and there was no maturity date for full payment.
However, the Company believed that ECI would pay off the remaining amount due by
December 1997 and if it failed to do so, the Company was prepared to take such
legal action as was necessary to enforce its claim against ECI. At December 31,
1997, ECI had $106,000 worth of pants at cost in the PII warehouse. The market
value of the pants was estimated to be $150,000, and it was ECI's intention to
sell those goods to pay indebtedness to the Company. The Company believed that
the goods would be sold by June 30, 1998 and the proceeds would be paid to the
Company in their entirety. At December 31, 1998 the balance of this indebtedness
was $171,602.

In December 1998 the Company executed a one year employment agreement with
Mr. Trible as its Vice President of Investor Relations providing for an annual
salary of $54,000 and the issuance of 600,000 stock options.$3,000,000.

The Company believes that the transactions described above were fair,
reasonable and consistent with the terms of transactions that the Company could
have entered into with non-affiliated third parties. All future transactions
with affiliates will be approved by a majority of the Company's disinterested
directors.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

AJ.A.J. Robbins, P.C., Denver, Colorado, conducted the audit of the
Company's financial statements for the year ended December 31, 1998.1999. It is the
Company's understanding that this firm is obligated to maintain audit
independence as prescribed by the accounting profession and certain requirements
of the Securities and Exchange Commission. As a result, the directors of the
Company do not specifically approve, in advance, non-audit services provided by
the firm, nor do they consider the effect, if any, of such services on audit
independence.

PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS

Any shareholders of record of the Company who desires to submit a
proper proposal for inclusion in the proxy materials relating to the next annual
meeting of shareholders must do so in writing and it must be received at the
Company's principal executive offices prior to the Company's fiscal year end.
The proponent must be a record or beneficial shareholder entitled to vote at the
next annual meeting of shareholders on the proposal and must continue to own the
securities through the date on which the meeting is held.

OTHER BUSINESS

Management of the Company is not aware of any other matters which
are to be presented to the Annual Meeting, nor has it been advised that other
persons will present any such matters.

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However, if other matters properly come before the meeting, the individual named
in the accompanying proxy shall vote on such matters in accordance with his best
judgment.

The above notice and Proxy Statement are sent by order of the Board of
Directors.

Hamid Vaghar,
Chief Financial Officer

May 18, 1999

929, 2000

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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
RETROSPETTIVA, INC.
TO BE HELD JUNE 23, 1999JULY 6, 2000

The undersigned hereby appoints Borivoje Vukadinovic as the lawful agent and
Proxy of the undersigned (with all the powers the undersigned would possess if
personally present, including full power of substitution), and hereby authorizes
him to represent and to vote, as designated below, all the shares of Common
Stock of Retrospettiva, Inc., held of record by the undersigned on May 14, 1999,26, 2000,
at the Annual Meeting of Shareholders to be held June 23, 1999,July 6, 2000, or any
adjournment or postponement thereof.

1. ELECTION OF DIRECTORSDIRECTORS.

_____ FOR the election as a director of all nominees listed below
(except as marked to the contrary below).

_____ WITHHOLD AUTHORITY to vote for all nominees listed below.

NOMINEES: Borivoje Vukadinovic, Hamid Vaghar, Ivan Zogovic, Mojgan
Keywanfar, S. William Yost, Donald Tormey and Michael D. Silberman

INSTRUCTION:Sol Schalman.

INSTRUCTIONS: To withhold authority to vote for individual nominees,
------------- write their names in the space provided below.

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2. In his discretion, the Proxy is authorized to vote upon any matters
which may properly come before the Annual Meeting, or any adjournment or
postponement thereof.

It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS NAMED IN PROPOSAL 1.
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said Proxy may do by virtue hereof.

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

Dated:
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Signature

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Signature, if held jointly

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

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Signature, if held jointly[ ] PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING
OF SHAREHOLDERS. [ ]