<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>e-8436.txt
<DESCRIPTION>DEFINITIVE NOTICE & PROXY STATEMENT
<TEXT>
                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

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

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


                          GUM TECH INTERNATIONAL, INC.
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                (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:

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2)   Aggregate number of securities to which transaction applies:

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

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5)   Total fee paid:

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[ ] Fee paid previously with preliminary materials:

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

    1)   Amount previously paid:
                                ------------------------------------------
    2)   Form, Schedule or Registration Statement No.:
                                                      --------------------
    3)   Filing Party:
                      ----------------------------------------------------
    4)   Date Filed:
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<PAGE>
                          GUM TECH INTERNATIONAL, INC.
                       2375 EAST CAMELBACK ROAD, SUITE 500
                             PHOENIX, ARIZONA 85016
                                 (602) 387-5353

                       ----------------------------------
                           NOTICE AND PROXY STATEMENT
                       For Annual Meeting of Stockholders
                           To Be Held on June 18, 2002
                        ---------------------------------

To our stockholders:

     The annual meeting of stockholders of Gum Tech International, Inc. will be
held at the Ritz Carlton Phoenix, 2401 E. Camelback Road, Phoenix, Arizona, on
June 18, 2002 at 10:00 a.m. (local time) for the following purposes:

     1.   To elect six directors to our board of directors to serve until their
          successors are elected at the next annual meeting of stockholders;

     2.   To consider and vote upon a proposed plan of merger of Gum Tech with
          and into our wholly-owned Delaware subsidiary, Matrixx Initiatives,
          Inc. in order to change our state of incorporation from Utah to
          Delaware and change our name to "Matrixx Initiatives, Inc."; and

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

     We cordially invite you to attend the annual meeting. The board of
directors has fixed the close of business on April 19, 2002 as the record date
for the determination of stockholders entitled to receive notice of and to vote
at the annual meeting or any adjournment thereof. You can vote your shares of
our common stock at the annual meeting only if you are present at the annual
meeting in person or by valid proxy. Admission to the annual meeting is limited
to our stockholders and their proxies. If you hold your shares in "street" form
through a broker or similar market intermediary rather than in your own name,
you will be admitted to the annual meeting if you present a written affidavit or
statement from the brokerage institution that is the registered holder of your
shares showing that you were the beneficial owner of your shares as of the April
19, 2002 record date. The annual meeting will not be open to the public.

     Your vote is important to us. Even if you plan to attend the annual
meeting, please complete and sign the enclosed proxy card and mail it to us
promptly in the return envelope. A copy of our 2001 Annual Report to
Stockholders, which includes our 2001 financial statements, was first mailed
with this Notice and Proxy Statement on or about May 6, 2002 to all stockholders
of record as of the record date. Your attention is directed to the attached
Proxy Statement.


                               By order of the board of directors,



                               William J. Hemelt
                               Executive Vice President, Chief Financial Officer
                               Treasurer and Secretary
Phoenix, Arizona
May 6, 2002
<PAGE>
                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

About the Annual Meeting..................................................    1
Proposal No. 1 - Election of Directors....................................    4
Information Concerning Directors..........................................    4
Executive Compensation....................................................    8
Report of the Audit Committee.............................................   10
Report of the Compensation Committee......................................   11
Compensation Committee Interlocks and Insider Participation...............   13
Security Ownership of Certain Beneficial Owners...........................   14
Securities Authorized for Issuance Under Equity Compensation Plans .......   15
Agreements With Certain Officers..........................................   16
Certain Relationships and Related Transactions............................   16
Proposal No. 2 - Plan of Merger...........................................   16
Performance Graph.........................................................   37
Performance Table.........................................................   37
Relationship With Independent Public Accountants..........................   37
Proposals By Stockholders.................................................   38
Other Matters; Adjournments...............................................   38
Annual Report.............................................................   38


     UNLESS OTHERWISE INDICATED IN THIS PROXY STATEMENT, "GUM TECH," "US," "WE,"
"OUR", "THE COMPANY" AND SIMILAR TERMS REFER TO GUM TECH INTERNATIONAL, INC. AND
OUR SUBSIDIARY, GEL TECH, L.L.C.. THE GUM TECH NAME AND LOGO ARE TRADEMARKS OF
THE COMPANY. ZICAM IS A REGISTERED TRADEMARK OF GEL TECH, L.L.C.
<PAGE>
                          GUM TECH INTERNATIONAL, INC.

                       2375 EAST CAMELBACK ROAD, SUITE 500
                             PHOENIX, ARIZONA 85016
                                 (602) 387-5353

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

                                 PROXY STATEMENT

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

     This Proxy Statement relates to the 2002 annual meeting of stockholders
(the "Annual Meeting") of Gum Tech International, Inc. ("Gum Tech") to be held
at 10:00 a.m. (local time) on June 18, 2002 at the Ritz Carlton Phoenix, 2401 E.
Camelback Road, Phoenix, Arizona, or at such other time and place to which the
Annual Meeting may be adjourned. The enclosed proxy is solicited by the board of
directors of Gum Tech for use at the Annual Meeting. The proxy materials
relating to the Annual Meeting were first mailed on or about May 6, 2002 to
record holders of our common stock entitled to receive notice of and to vote at
the Annual Meeting or any adjournment thereof.

     You should review the information contained in this Proxy Statement in
conjunction with the financial statements, notes to financial statements,
independent auditors' report and other information included in our 2001 Annual
Report to Stockholders that was mailed to our stockholders with this Proxy
Statement.

                            ABOUT THE ANNUAL MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

     At the Annual Meeting, our stockholders will consider and act upon the
following matters outlined in the accompanying notice:

     *    the election of six directors to our board of directors;

     *    a proposed plan of merger that would change our state of incorporation
          from Utah to Delaware and change our name to "Matrixx Initiatives,
          Inc."; and

     *    certain other matters that may properly come before the Annual
          Meeting.

WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

     Stockholders of record on April 19, 2002 (the record date) are entitled to
receive notice of and to vote at the Annual Meeting or any adjournment thereof.
As of the record date, there were 9,432,251 shares of our common stock issued
and outstanding. Each stockholder of record on the record date is entitled to
one vote per share of common stock held by such stockholder on each matter of
business to be considered at the Annual Meeting.

WHAT CONSTITUTES A QUORUM AT THE ANNUAL MEETING?

     A majority of our issued and outstanding shares of common stock entitled to
vote, represented at the Annual Meeting in person or by proxy, will constitute a
quorum for the Annual Meeting. If a quorum is present for any proposal, we will
<PAGE>
be permitted to conduct all of the business of the Annual Meeting. Proxies that
we receive but that are marked as abstentions will be included in our
calculation of the number of shares considered to be present at the Annual
Meeting.

HOW DO I VOTE?

     You can vote on matters to come before the Annual Meeting in four ways:

     *    you can attend the Annual Meeting and cast your votes in person;

     *    you can vote by completing, dating and signing the enclosed proxy card
          and returning it to us. If you do this, you will authorize the
          individuals named on the proxy card (referred to as the proxyholders)
          to vote your shares according to your instructions or, if you provide
          no instructions, according to the recommendations of our board of
          directors;

     *    you can phone in your proxy by calling the telephone number on your
          proxy card or voter instruction form; or

     *    you can vote via the internet by going to http://www.proxyvote.com and
          entering the control number specified on your proxy card or voter
          instruction form.

     Votes submitted via telephone or the internet must be received by 11:59
p.m.(Eastern Daylight Time) on June 17, 2002. If you submit your vote by
telephone or via the internet, this will not affect your right to vote in person
at the Annual Meeting should you decide to attend the Annual Meeting. If you
hold your shares through a broker or other custodian, please check the voting
form used by that firm to see if it offers telephonic or internet voting.
Applicable laws authorize the use of telephonic transmission and electronic
transmission, such as transmission over the internet, to grant a proxy.

WHAT ARE THE BOARD OF DIRECTORS' RECOMMENDATIONS?

     A description of each item to be voted on at the Annual Meeting, including
the board's recommendations as to voting, are set forth elsewhere in this Proxy
Statement, referred to as Proposal No. 1 and Proposal No. 2. In summary, the
board recommends a vote:

     *    FOR the election of the slate of directors referred to in this Proxy
          Statement, as described under Proposal No. 1, and

     *    FOR the proposed plan of merger that would reincorporate Gum Tech in
          Delaware and change our name to "Matrixx Initiatives, Inc.", as
          described under Proposal No. 2.

     If any other matter is properly brought before the Annual Meeting for a
vote, the proxyholders will vote as recommended by the board of directors or, if
no recommendation is given, in the proxyholders' own discretion.

WHAT IF I VOTE AND THEN CHANGE MY MIND?

     If you sign and mail us the enclosed proxy card and then wish to change
your vote, you may revoke your proxy at any time before it is exercised by:

     *    attending the Annual Meeting and voting in person;

                                       2
<PAGE>
     *    completing, signing and delivering to us a new proxy bearing a later
          date; or

     *    sending written notice of revocation of your proxy to our Secretary at
          Gum Tech International, Inc., 2375 East Camelback Road, Suite 500,
          Phoenix, Arizona 85016.

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?

     For the election of directors, the six nominees who receive the highest
number of votes will be elected as directors. The holders of a majority of the
outstanding shares of our common stock must vote to approve the proposed plan of
merger, which includes our reincorporation in Delaware and a name change.

     Abstentions and broker non-votes are counted as present for purposes of
establishing a quorum. Abstentions are counted as voted and broker non-votes are
counted as unvoted for determining the approval of each matter submitted to the
stockholders for a vote. A broker non-vote occurs where a stockholder's shares
are held in "street" form through a broker or similar market intermediary rather
than in the stockholder's own name. In this situation, the broker may vote the
shares on some "routine" matters, including the election of directors, but will
be unable to vote the shares on "non-routine" matters, such as the plan of
merger, if it does not have the authority from the beneficial stockholder to do
so.

     Abstentions and broker non-votes have no effect on the election of
directors because, as noted above, the election of directors is based on which
individuals receive the most votes, and not on any majority or other threshold
vote being achieved. Because the proposed plan of merger cannot be undertaken
without the approval of the holders of a majority of our outstanding common
stock, abstentions and broker non-votes with respect to such proposal will have
the same effect as votes against such proposal.

ARE PROXIES BEING SOLICITED?

     We have retained Morrow & Company, an independent proxy solicitation firm,
to solicit proxies on behalf of the board of directors. We will pay to Morrow &
Company a fee of $5,500 plus its reasonable out-of-pocket and related expenses
in respect of the solicitation. Our directors, officers and other employees also
may solicit proxies through the mails, by personal interview, telephone,
facsimile or electronic means. None of these individuals will receive special
compensation for such services, which will be performed, if at all, in addition
to their regular duties. We also have made arrangements with brokerage firms,
banks, nominees and other fiduciaries to forward proxy solicitation materials
for shares held of record by them to the beneficial owners of such shares. We
will reimburse these record holders for their reasonable out-of-pocket expenses
in this effort.

     The extent to which our proxy soliciting efforts will be necessary depends
entirely upon how promptly proxies are submitted to us. In this regard, you
should send in your completed and signed proxy card without delay.

CAN I DISSENT OR EXERCISE RIGHTS OF APPRAISAL?

     Under Utah law, you are not entitled to dissent from any of the proposals
to be presented at the Annual Meeting or to demand appraisal of your shares as a
result of the approval of any of the proposals.

                                       3
<PAGE>
                                 PROPOSAL NO. 1
                              ELECTION OF DIRECTORS

GENERAL

     At the Annual Meeting, we will seek the election of six individuals, Edward
E. Faber, William C. Egan, Carl J. Johnson, Edward J. Walsh, William A. Yuan,
and Michael A. Zeher, as directors, each to hold office until our next annual
meeting of stockholders or until his successor is elected and qualified.
Cumulative voting is not permitted for the election of directors. All of the
nominees are presently members of our board of directors. Each of the nominees
has consented to be named in this Proxy Statement and to serve on the board of
directors if elected. We do not anticipate that any nominee will become unable
or unwilling to accept nomination or election, but if that should occur, the
proxyholders named in the proxy intend to vote in his stead for the election of
such person as our board of directors may recommend.

     For information regarding the nominees proposed for election at the Annual
Meeting, see "Information Concerning Directors" in the following section.

VOTE REQUIRED

     The six nominees who receive the highest number of votes cast at the Annual
Meeting will be elected to the board of directors.

     THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
     EDWARD E. FABER, WILLIAM C. EGAN, CARL J. JOHNSON, EDWARD J. WALSH,
     WILLIAM A. YUAN AND MICHAEL A. ZEHER.

                        INFORMATION CONCERNING DIRECTORS

BIOGRAPHICAL INFORMATION

     The following sets forth certain biographical information with respect to
the individuals nominated for election as directors at the Annual Meeting and
our executive officers. Each of the six nominee directors listed below currently
serve on our board of directors.

     NAME             AGE     POSITION WITH COMPANY AND TENURE
     ----             ---     --------------------------------

Edward E. Faber        69      Director since September 2000; Chairman of the
                               board of directors since April 2001

William C. Egan        57      Director since August 2001

Carl J. Johnson        53      President and Chief Executive Officer; Director
                               since July 2001

Edward J. Walsh        70      Director since September 2000

William A. Yuan        41      Director since February 1998

Michael A. Zeher       54      Director since September 2000

                                       4
<PAGE>
     EDWARD E. FABER was elected to the board of directors in September 2000 and
was named Chairman of the board on April 12, 2001. Retired from active
management, Mr. Faber is Vice Chairman of Cotelligent, Inc., a position he has
held since 1996. Mr. Faber also currently serves on the boards of Phoenix
Leasing Inc., an equipment leasing company. From 1991 to 1992, Mr. Faber was
President and Chief Executive Officer of SuperCuts, Inc., where he was
responsible for organizing and executing a successful initial public stock
offering for the company. Mr. Faber has over 30 years of experience building and
managing high-technology growth companies. In 1976, he was the founding
President of Computerland Corporation where he led the development of the
largest computer retailing company in the world. He retired from the company in
1983 but returned in 1985 to serve as Chairman and Chief Executive Officer until
the company was sold to an investor group in 1987. Mr. Faber continued to serve
as board Vice Chairman of Computerland until 1990. Mr. Faber also previously
served as Chairman and Chief Executive officer of Dataphaz, Computerland's
largest franchise operator. Mr. Faber graduated from Cornell University with a
Bachelor of Science in Industrial Labor Relations.

     WILLIAM C. EGAN was elected to the board of directors in August 2001.
Retired from Johnson & Johnson after 25 years of active management, Mr. Egan was
most recently Chairman of the Board of Directors of the Cosmetic, Toiletry and
Fragrance Association, a position he held between 1999 and 2001. He presently
serves as a Director of US Dermatologics, an Advisory Board Member of the J. L.
Kellogg Graduate School of Management and a Trustee of the Westminster School.
From 1995 to 2001, Mr. Egan was a member of Johnson & Johnson's Consumer
Products Operating Committee where he held a number of important global
positions, including Group Franchise Chairman, Worldwide Consumer and Personal
Care Products. Additional positions with Johnson & Johnson included President of
Baby Products, Chairman of Windsor Minerals, Inc., and Group Product Director,
Tylenol Products. Mr. Egan also served as President of Arm & Hammer Consumer
Products, a division of Church & Dwight Co., Inc. Mr. Egan graduated from
Trinity College and received a Master of Business Administration from the
Northwestern University, J. L. Kellogg Graduate School of Management.

     CARL J. JOHNSON joined Gum Tech in July 2001 as President and Chief
Executive Officer and as a member of the board of directors. Mr. Johnson's
professional experience spans twenty years in the product development,
marketing, and sales arenas with several large pharmaceutical and consumer goods
companies. From 1993 to 2001, Mr. Johnson was Vice President, Commercial
Development with Perrigo Company, a public company and leading manufacturer of
over the counter pharmaceutical and nutritional products for the store brand
market. In that capacity he was responsible for the procurement of new products
and technologies and contract manufacturing services with emphasis on
Abbreviated New Drug Applications (ANDA) products. From 1973 to 1989, Mr.
Johnson worked at Johnson & Johnson, where he held a number of positions of
increasing responsibility in marketing and sales, including responsibility for
the national launch of the Acuvue(R) disposable contact lenses. Mr. Johnson also
provided marketing leadership for a special Johnson & Johnson team that was
selected to re-engineer sales, administrative and operational functions. Mr.
Johnson earned a Master of Business Administration - Marketing from the
Fairleigh Dickinson University and a Bachelor of Science in Economics from
Wagner College.

     EDWARD J. WALSH was elected to the board of directors in September 2000.
Mr. Walsh is currently the President of Sparta Group Ltd., a business consulting
firm located in Arizona, and has served in that role since 1988. Mr. Walsh also
serves on a number of corporate boards, including Nortrust Holding Company, the
holding company for Northern Trust, NA, and the WD-40 Company. Mr. Walsh brings
extensive experience in the consumer products market having served as President
and Chief Executive Officer of Dial Corporation from 1984 to 1987 and as
President and Chief Executive Officer of Armour International from 1977 to 1984.
In addition, Mr. Walsh currently is a member of the advisor board of directors
of the Universal Technical Institute. Mr. Walsh holds a Master of Business
Administration degree from New York University and is a graduate of Iona College
in New York.

                                       5
<PAGE>
     WILLIAM A. YUAN has been a member of the board of directors since February
1998. Mr. Yuan is President and Chief Executive Officer of Reliance Management,
LLC, an investment banking firm, and has served in such capacity since 1996. Mr.
Yuan has also served since 1996 as Chairman of Excel Global Partners, a Los
Angeles based venture capital and technology investment management company. Mr.
Yuan has over 19 years of experience on Wall Street. In 1993, Mr. Yuan founded
and became the Managing Director of the Corporate Institutional Services Group
at Merrill Lynch Asset Management Corp., which position he held until 1994. From
1995 to 1996, he was the portfolio manager of the $1 billion AmerAsian Hedge
Fund, domiciled in Singapore. From 1990 to 1993, Mr. Yuan served as Senior Vice
President at Salomon Smith Barney's Portfolio Management Corporation, where he
was the head of the Technology Investment Management and Policy Committee. Mr.
Yuan began his career at Goldman Sachs in 1983 as an investment banker in the
mergers and acquisitions group. He holds a Bachelor of Science in Economics from
Cornell University and attended Harvard University's John F. Kennedy School of
Management as a Mason Executive Fellow.

     MICHAEL A. ZEHER was elected to the board of directors in September 2000.
Since March 2002, Mr. Zeher has operated a consulting services business,
focusing on international sales and marketing. From 1994 through February 2002,
Mr. Zeher served as President and Chief Executive Officer of Lander Company,
Inc., a manufacturer and marketing of health and beauty care products, where he
was responsible for worldwide operations and the custom health care and
international divisions. Mr. Zeher previously served as Vice President, Business
Development for Johnson & Johnson, where he was responsible for the North
American Consumer Sector business. Prior to taking that office, he held various
sales and marketing positions with Johnson & Johnson. Mr. Zeher holds a Bachelor
of Science in Business Administration from Old Dominion University.

MEETINGS OF THE BOARD

     During the fiscal year ended December 31, 2001, the board of directors held
14 meetings, either in person (including teleconference) or by consent
resolution. All directors attended or participated in at least 75% of those
meetings.

DIRECTOR COMPENSATION

     Our non-employee directors receive $3,000 per calendar quarter for service
on the board and $1,000 per calendar quarter for service as members of our
committees. The Chairman of each committee of the board receives an additional
$500 per quarter for service in that capacity. The Chairman of the board of
directors receives $5,000 per month for service in that capacity. Each board
member was granted 10,000 options to purchase shares of our common stock upon
his election to the board. In addition, each non-employee director is granted
10,000 options at the beginning of each calendar year.

     Mr. Faber was elected Chairman of the board in April 2001. During 2001, he
received $5,000 per month as compensation for consulting services in a variety
of operational areas and was granted 10,000 options upon his election as
Chairman. This compensation was in lieu of the standard board member
compensation outlined above.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires our officers
and directors and other persons who own more than 10% of a registered class of
our equity securities, to file reports of ownership and changes in ownership

                                       6
<PAGE>
with the Securities and Exchange Commission and the Nasdaq Stock Market, Inc. an
initial report of ownership of our stock on Form 3 and reports of changes in
ownership on a Form 4 or a Form 5. Persons subject to Section 16 are required by
SEC regulations to furnish us with copies of all Section 16(a) forms that they
file. Specific due dates for these filings to be made have been established by
the SEC, and we are required to disclose in this Proxy Statement any failure to
file by those dates.

     Based solely on our review of the copies of such forms received by us, or
on written representations that we have received from certain reporting persons
that no forms were required for such persons, we believe that during the fiscal
year ended December 31, 2001, all filing requirements applicable to our
officers, directors and greater than 10% beneficial owners were complied with,
except as follows: William A. Yuan, a member of the board of directors, filed
two late reports on Form 4 (Statement of Changes in Beneficial Ownership) in our
2001 fiscal year. These related to his purchase in January 2001 of 10,000 shares
of our common stock upon exercise of stock options and his sale in March 2001 of
5,000 shares of our common stock. A Form 4 for the January 2001 purchase of
shares was filed with the SEC in March 2001 and a Form 4 for the March 2001 sale
of shares was filed with the SEC in May 2001.


                                       7
<PAGE>
                             EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION TABLE

     The following table discloses, for the years ended December 31, 1999, 2000,
and 2001, certain compensation paid to our named executive officers, being our
President and Chief Executive Officer, our former President and Chief Operating
Officer, who resigned in July 2001, and our Executive Vice President and Chief
Financial Officer. No other officer of Gum Tech earned more than $100,000 in
annual compensation during the fiscal year ended December 31, 2001.

<TABLE>
<CAPTION>
                                                                                 LONG TERM COMPENSATION
                                                                        -------------------------------------
                                        ANNUAL COMPENSATION                       AWARDS              PAYOUTS
                                ------------------------------------    --------------------------    -------
                                                                        RESTRICTED     SECURITIES
NAME AND PRINCIPAL                                      OTHER ANNUAL       STOCK       UNDERLYING       LTIP        ALL OTHER
    POSITION            YEAR     SALARY      BONUS      COMPENSATION     AWARD(S)     OPTIONS/SARS    PAYOUTS    COMPENSATION(1)
    --------            ----     ------      -----      ------------     --------     ------------    -------    ---------------
<S>                     <C>     <C>         <C>             <C>             <C>          <C>             <C>       <C>
Carl J. Johnson         2001    $107,451    $ 56,250        $ 0             0            75,000          $ 0       $ 67,896(3)
President and CEO(2)

William J. Hemelt       2001    $120,625    $ 18,750        $ 0             0                 0          $ 0       $  3,600
Executive Vice          2000    $100,000    $      0        $ 0             0             9,000          $ 0       $  3,000
President and CFO       1999    $100,000    $      0        $ 0             0            24,000          $ 0       $  3,000

Gary S. Kehoe(4)        2001    $111,618    $ 50,000        $ 0             0                 0          $ 0       $161,616(5)
Former President, CEO   2000    $150,000    $      0        $ 0             0             9,000          $ 0       $  4,500
and Chief Operating     1999    $132,292    $ 50,000        $ 0             0            80,000          $ 0       $  3,965
Officer
</TABLE>

(1)  Includes matching contributions under our SRA/IRA defined contribution
     program.
(2)  Mr. Johnson was appointed President and Chief Executive Officer and elected
     to our board of directors on July 19, 2001.
(3)  In connection with Mr. Johnson's appointment as President and Chief
     Executive Officer and election as a member of the board in July 2001, we
     agreed to pay for the $21,750 in expenses that Mr. Johnson incurred in
     connection with his relocation to the Phoenix area from Michigan and to
     reimburse Mr. Johnson $27,000 for the loss on the sale of his Michigan
     home. The $27,000 was grossed-up to $46,146 to take into account taxes
     payable by Mr. Johnson in respect of this payment.
(4)  Mr. Kehoe resigned as a director of Gum Tech on July 19, 2001 and as an
     officer of Gum Tech on July 20, 2001 in connection with the sale of
     substantially all of our chewing gum assets and related business to the Wm.
     Wrigley Jr. Company.
(5)  Includes forgiveness of a $150,000 loan made by Gum Tech to Mr. Kehoe and
     accrued interest of $8,671. See "Certain Relationships and Related
     Transactions" below.

                                       8
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR


         The following table provides information on option grants during the
year ended December 31, 2001 to the named executive officers:

<TABLE>
<CAPTION>
                      NUMBER OF        PERCENT OF
                      SECURITIES     TOTAL OPTIONS/     EXERCISE
                      UNDERLYING      SARS GRANTED       PRICE                    GRANT DATE
                     OPTIONS/SARS   TO EMPLOYEES IN       (PER      EXPIRATION     PRESENT
 NAME                  GRANTED        FISCAL YEAR        SHARE)        DATE        VALUE(1)
 ----                  -------        -----------        ------        ----        --------
<S>                     <C>              <C>             <C>        <C>            <C>
Carl J. Johnson         75,000           70.1%           $7.83      07/23/2006     $276,300
William J. Hemelt            0              0%             NA           NA            NA
Gary S. Kehoe                0              0%             NA           NA            NA
</TABLE>

(1)   The grant date present values per option share were derived using the
      Black-Scholes option pricing model in accordance with SEC rules and
      regulations and are not intended to forecast future appreciation of our
      stock price. The options granted on July 23, 2001 had a grant date present
      value of $3.684 per option. The Black-Scholes model was used with the
      following assumptions: volatility of 66.29% based on a historical weekly
      average; dividend yield of 0%; risk-free interest of 4.28% based on a U.S.
      Treasury rate of three years; and a three year option life.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

     The following table provides information on the value realized by the
exercise of options by our named executive officers during 2001 and the value of
our named executive officer's unexercised options at December 31, 2001.

<TABLE>
<CAPTION>
                                                 NUMBER OF SECURITIES
                                                UNDERLYING UNEXERCISED            VALUE OF UNEXERCISED
                      SHARES                        OPTIONS/SARS AT              IN-THE-MONEY OPTIONS/
                     ACQUIRED                       FISCAL YEAR-END             SARS AT FISCAL YEAR-END
                        ON        VALUE      ----------------------------    -----------------------------
     NAME            EXERCISE    REALIZED    EXERCISABLE    UNEXERCISABLE    EXERCISABLE     UNEXERCISABLE
     ----            --------    --------    -----------    -------------    -----------     -------------
<S>                    <C>        <C>          <C>             <C>                  <C>            <C>
Carl J. Johnson            0            0           0         75,000                0              0
William J. Hemelt      6,000      $11,700      29,000          4,000                0              0
Gary S. Kehoe              0            0      89,000              0                0              0
</TABLE>

                                       9
<PAGE>
                          REPORT OF THE AUDIT COMMITTEE

     THE FOLLOWING REPORT CONCERNS THE AUDIT COMMITTEE'S ACTIVITIES REGARDING
OVERSIGHT OF OUR FINANCIAL REPORTING AND AUDITING PROCESS AND DOES NOT
CONSTITUTE SOLICITING MATERIAL AND SHOULD NOT BE DEEMED FILED OR INCORPORATED BY
REFERENCE INTO ANY OTHER FILING THAT WE MAKE UNDER THE SECURITIES ACT OF 1933 OR
THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT WE SPECIFICALLY
INCORPORATE THIS REPORT.

     The Audit Committee of the board of directors at the end of 2001 consisted
of Edward Walsh (Chairman), William Egan, William Yuan and Michael Zeher.
Kenneth R. Waters resigned as a member of the Audit Committee on April 7, 2001
in connection with his resignation from the board of directors. Mr. Walsh
replaced Mr. Faber as Chairman on August 30, 2001 when Mr. Faber became Chairman
of the board of directors. Mr. Egan, Mr. Yuan and Mr. Zeher all joined the Audit
Committee in November 2001. All current members of the Audit Committee are
independent directors.

     In accordance with its written charter, a copy of which is attached to this
Proxy Statement as Appendix A, adopted by the board of directors, the functions
of the Audit Committee are:

     *    to review and recommend for approval to the board of directors, the
          selection, compensation and discharge of our independent auditors;

     *    to confirm and assure the independence of our independent auditors,
          including a review of management consulting services and related fees
          provided by the independent auditor;

     *    to meet with our independent auditors and with our financial
          management to review the scope of the proposed audit for our then
          current fiscal year and the audit procedures to be utilized, and at
          the conclusion of the audit, to review the audit and make appropriate
          comments and recommendations;

     *    to inquire of our management and our independent auditors about
          significant risks or exposures to Gum Tech and assess the steps that
          management has taken to minimize these risks;

     *    to review the financial statements contained in our annual report to
          stockholders, determine that the independent auditors are satisfied
          with the disclosure and content of the financial statements and review
          any changes in accounting principles, and, if appropriate, to
          recommend the financial statements' approval to the board of
          directors;

     *    to meet with our independent auditors, without members of management
          present, to discuss the independent auditors' evaluation of our
          financial and accounting systems and processes, including internal
          controls and the level of cooperation received by the independent
          auditors during the course of their audit; and

     *    to annually review the Audit Committee charter and, if appropriate,
          recommend changes to the board of directors.

     The Audit Committee held two meetings in 2001. The committee's February
2001 meeting was attended by two thirds of its members then in office and its
November 2001 meeting was attended by all members then in office.

     The Audit Committee has reviewed Gum Tech's audited financial statements
for the year ended December 31, 2001 and has met with both management and Angell
& Deering, Gum Tech's independent auditors, to discuss the financial statements.

                                       10
<PAGE>
Management has represented to us that the financial statements were prepared in
accordance with generally accepted accounting principles. We have received from
and discussed with Angell & Deering the written disclosure and the matters
required to be discussed by Independence Standards Board Standard No.1
(Independence Discussions with Audit Committees). These items relate to that
firm's independence from Gum Tech. We have also discussed with Angell & Deering
any matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees), as amended by Statement on Auditing
Standards No. 89 and No. 90.

     Based upon the review and discussions described above, the audit committee
has recommended to the board of directors that Gum Tech's audited financial
statements for the fiscal year ended December 31, 2001 be included in Gum Tech's
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 for
filing with the SEC.

                                   AUDIT COMMITTEE
                                   Edward J. Walsh (Chairman)
                                   William C. Egan
                                   William A. Yuan
                                   Michael A. Zeher

                      REPORT OF THE COMPENSATION COMMITTEE

     THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE DOES NOT CONSTITUTE
SOLICITING MATERIAL AND SHOULD NOT BE DEEMED FILED OR INCORPORATED BY REFERENCE
INTO ANY OTHER FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934 THAT WE MAKE, EXCEPT TO THE EXTENT WE SPECIFICALLY
INCORPORATE THIS REPORT.

     The Compensation Committee of the board of directors at the end of 2001
consisted of William A. Yuan (Chairman), William C. Egan, Edward J. Walsh and
Michael A. Zeher. Mr. Yuan replaced Edward E. Faber as Chairman on August 30,
2001 when Mr. Faber became Chairman of the board of directors. Mr. Walsh and Mr.
Zeher joined the Compensation Committee in August 2001. Mr. Egan joined the
Compensation Committee in November 2001. The functions of the Compensation
Committee are to review annually the performance of the President and our other
principal executive officers. Additionally, the Compensation Committee reviews
compensation of outside directors for service on the board and for service on
committees of the board, and the level and extent of applicable benefits we
provide with respect to insurance, health and medical coverage, stock options
and other benefits. The Compensation Committee held one meeting during fiscal
2001.

COMPENSATION PROGRAM OBJECTIVES

     We believe that the compensation programs for the executive officers should
reflect Gum Tech's performance and the value created for its shareholders. In
addition, the compensation programs should support the goals and values of Gum
Tech and should reward individual contributions to the Company's success. Gum
Tech's executive compensation program is intended to:

     *    attract and retain the highest caliber executive officers;

     *    drive achievement of business strategies and goals;

     *    motivate performance in an entrepreneurial, incentive-driven culture;

                                       11
<PAGE>
     *    closely align the interests of executive officers with the interests
          of Gum Tech's stockholders;

     *    promote and maintain high ethical standards and business practices;
          and

     *    reward results and the creation of stockholder value.

FACTORS CONSIDERED IN DETERMINING COMPENSATION

     The Compensation Committee makes executive compensation decisions on the
basis of total compensation, rather than on separate freestanding components. We
attempt to create an integrated total compensation program structured to balance
both short and long-term financial and strategic goals. Our policy is to provide
Gum Tech's executive officers with compensation that is based on their
individual performance and the financial performance of the Company. This
compensation should be competitive enough to attract and retain highly skilled
individuals. Each executive officer's compensation is comprised of a base
salary, performance bonuses and stock-based incentives, all of which together
are intended to tie the executive officer's compensation to the interests of Gum
Tech's stockholders.

     The Compensation Committee regularly reviews each executive officer's base
salary and makes appropriate recommendations to Gum Tech's board of directors.
Factors that we consider in formulating base salary recommendations include the
level of an executive's compensation in relation to other executives in the
Company with the same, more or less responsibilities, the performance of the
particular executive in relation to established goals or strategic plans, Gum
Tech's operating budget for the year and the overall performance of the Company.
For each executive officer, performance bonuses and stock based incentives are
awarded based upon the recommendation of the Compensation Committee. An
executive's potential performance bonus and stock based incentive package is
related to Gum Tech's operating results and the executive's performance in
meeting company objectives which are set from time to time by the board of
directors.

CHIEF EXECUTIVE OFFICER COMPENSATION

     As President and Chief Executive Officer of Gum Tech, Mr. Johnson's
compensation for 2001 was based upon his employment agreement which established
the terms and conditions of his employment with Gum Tech, including a minimum
base salary, the minimum benefits to which he is entitled under the compensation
plans available to Gum Tech's senior executive officers and payments or other
benefits he is entitled to upon termination of his employment. The Compensation
Committee typically reviews the base salary of the Chief Executive Officer
annually pursuant to the same policies the Committee uses to evaluate the base
salaries of other executive officers.

     The Committee considered Mr. Johnson's prior consumer health care products
experience in establishing his base salary at $225,000 and providing for an
annual incentive bonus of $112,500 based on his meeting specified goals. In
light of his strong performance in 2001 in refocusing Gum Tech's strategic
objectives, including his role in the successful acquisition of the 40% interest
of Gel Tech, L.L.C. held by Zensano, Inc., the Committee awarded Mr. Johnson a
prorated incentive bonus for 2001 (based on the start date of his employment) of
$56,250. This bonus was paid in February 2002.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION UNDER INTERNAL REVENUE CODE SECTION
162(m)

     Section 162(m) of the Internal Revenue Code limits the deductibility of
executive compensation paid by publicly held corporations to $1 million for each
executive officer named in this Proxy Statement. The $1 million limitation
generally does not apply to compensation that is considered performance-based.

                                       12
<PAGE>
Non-performance-based compensation paid to Gum Tech's executive officers for the
2001 fiscal year did not exceed the $1 million limit per employee. We believe
that Gum Tech's compensation policy satisfies Section 162(m) of the Internal
Revenue Code. As a result, we believe that the compensation paid under this
policy is not subject to limits of deductibility. However, there can be no
assurance that the Internal Revenue Service would reach the same conclusion.
Moreover, Gum Tech will not be entitled to a deduction with respect to payments
that are contingent upon a change of control if such payments are deemed to
constitute "excess parachute payments" pursuant to Section 280G of the Code and
do not qualify as reasonable compensation pursuant to that Section. Such
payments will subject the recipients to a 20% excise tax.

                                   COMPENSATION COMMITTEE

                                   William A. Yuan (Chairman)
                                   William C. Egan
                                   Edward J. Walsh
                                   Michael A. Zeher

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     No member of the Compensation Committee was an officer or employee of Gum
Tech or our subsidiary, Gel Tech, L.L.C., in the fiscal year ended December 31,
2001 or was formerly such an officer or employee. No member of the Compensation
Committee had any relationship requiring us to make disclosure in this section
under applicable securities regulations.

                                       13
<PAGE>
                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The following table sets forth information, as of April 19, 2002, with
respect to the number of shares of our common stock beneficially owned by the
named executive officers, by individual directors, by all directors and officers
as a group, and by persons known by Gum Tech to beneficially own more than 5% of
our outstanding common stock. The address of all persons (unless otherwise noted
in the footnotes below) is care of Gum Tech at 2375 East Camelback Road, Suite
500, Phoenix, Arizona 85016. The indicated percentages are based upon the number
of shares of our common stock outstanding as of April 19, 2002, plus, where
applicable, the number of shares that the indicated person or group had a right
to acquire within 60 days of that date.

                                                       PERCENT OF
NAME OF BENEFICIAL                   NUMBER OF        COMMON STOCK
OWNER AND ADDRESS                     SHARES              OWNED
-----------------                     ------              -----
William C. Egan                       10,000(1)             *
Edward E. Faber                       22,500(2)             *
William J. Hemelt                     58,300(3)             *
Carl J. Johnson                        1,000                *
Edward J. Walsh                       12,500(4)             *
William A. Yuan                       25,071(5)             *
Michael A. Zeher                      12,500(6)             *
                                    --------
All as a group                       141,871              1.5%

----------
* Represents less than 1% of our outstanding common stock.

(1)  Includes options to purchase 5,000 shares at $7.72 per share and 5,000
     shares at $7.20 per share.
(2)  Includes options to purchase 7,500 shares at $14.3125 per share, 10,000
     shares at $9.00 per share and 5,000 shares at $7.20 per share.
(3)  Includes options to purchase 20,000 shares at $11.75 per share, and 9,000
     shares at $13.3125 per share.
(4)  Includes options to purchase 7,500 shares at $14.3125 per share and 5,000
     shares at $7.20 per share.
(5)  Includes options to purchase 10,000 shares at $12.5625 per share, 10,000
     shares at $13.3125 per share and 5,000 shares at $7.20 per share.
(6)  Includes options to purchase 7,500 shares at $16.125 per share and 5,000
     shares at $7.20 per share.

                                       14
<PAGE>
                    SECURITIES AUTHORIZED FOR ISSUANCE UNDER
                            EQUITY COMPENSATION PLANS

     The following table sets forth information as of December 31, 2001 with
respect to our compensation plans and individual compensation arrangements under
which our equity securities were authorized for issuance to directors, officers,
employees, consultants and certain other persons and entities in exchange for
the provision to us of goods or services.

<TABLE>
<CAPTION>
                                                                                   NUMBER OF SECURITIES REMAINING
                          NUMBER OF SECURITIES TO     WEIGHTED-AVERAGE EXERCISE     AVAILABLE FOR FUTURE ISSUANCE
                          BE ISSUED UPON EXERCISE        PRICE OF OUTSTANDING         UNDER EQUITY COMPENSATION
                          OF OUTSTANDING OPTIONS,       OPTIONS, WARRANTS AND        PLANS (EXCLUDING SECURITIES
    PLAN CATEGORY           WARRANTS AND RIGHTS                 RIGHTS                REFLECTED IN COLUMN (A))
    -------------           -------------------                 ------                ------------------------
<S>                               <C>                           <C>                           <C>
                                    (A)                          (B)                             (C)
Equity compensation
plans approved by
security holders                  335,000                       $10.95                        1,116,750

Equity compensation
plans not approved by
security holders                  319,960                       $11.36                            0

         Total                    654,960                       $11.15                        1,116,750
</TABLE>

     The 319,960 securities (all of which are shares of our common stock)
referred to in column (a) of the above table were issuable as of December 31,
2001 under the following individual compensation arrangements:

     *    10,000 shares issuable upon exercise of stock options issued to Edward
          E. Faber in September 2000 as board member compensation, with an
          exercise price of $14.31 per share;

     *    10,000 shares issuable upon exercise of stock options issued to Edward
          J. Walsh in September 2000 as board member compensation, with an
          exercise price of $14.31 per share;

     *    87,460 shares issuable upon exercise of warrants issued to Fisher
          Capital Ltd. and Wingate Capital Ltd. in June 1999 in connection with
          financing activities undertaken by Gum Tech at that time, which
          warrants have an exercise price of $12.44 per share and expire in June
          2002;

     *    60,000 shares issuable upon exercise of warrants issued to C.J.B.
          Consulting, Inc. and Next Millennium Capital Holdings, LLC in June
          1999 in connection with financing activities undertaken by Gum Tech at
          that time, half of which warrants have an exercise price of $11.70 per
          share and expire in June 2002 and half of which have an exercise price
          of $15.00 per share and expire in June 2004;

     *    142,500 shares issuable upon exercise of options issued to three of
          Gel Tech, L.L.C.'s former principal founders in January 1999, which
          options have an exercise price of $9.61 per share and expire in
          January 2004; and

     *    10,000 shares issuable upon exercise of options issued to a former
          marketing consultant in January 2001 in consideration for his
          services, which options had an exercise price of $8.88 per share and
          expired (without being exercised) in January 2002.

                                       15
<PAGE>
                        AGREEMENTS WITH CERTAIN OFFICERS

     We have an employment agreement with Carl J. Johnson, our President and
Chief Executive Officer, which became effective in July 2001 when Mr. Johnson
first joined Gum Tech. Mr. Johnson's employment agreement provides for a
three-year term. At the end of this term, the agreement will automatically renew
on an annual basis unless and until we or Mr. Johnson elect not to renew it.

     Mr. Johnson's employment agreement specifies certain financial arrangements
that we will provide in the event that Mr. Johnson's employment is terminated
without cause, as well as upon certain events involving a change in control of
Gum Tech. If we terminate Mr. Johnson without cause or if he voluntarily resigns
for certain specified `good reasons', he will be entitled to receive, over a
subsequent period equal to one year or the remaining term of the agreement,
whichever is longer, semi-monthly payments which, when annualized, would be
equal to his annual base salary in effect at the time of his termination, plus
an amount equal to the average of the annual incentive bonus payments paid to
Mr. Johnson in the two fiscal years preceding the fiscal year in which he was
terminated, or if less than two fiscal years have passed, an amount equal to the
single annual incentive bonus payment that he had previously received. Mr.
Johnson will also be entitled to exercise all unexercised stock options related
to his original grant of 75,000 options, whether or not such options have vested
at the time of his termination. In the event that Mr. Johnson's employment is
terminated in connection with a change in control of Gum Tech, Mr. Johnson will
be entitled to the same benefits described above, except that in lieu of an
amount equal to his base salary paid over a 12-month or possibly longer term,
Mr. Johnson would be entitled to receive a lump sum payment equal to two times
his base salary in effect in the fiscal year immediately prior to the fiscal
year in which the change of control occurs.

     The agreement contains provisions that restrict Mr. Johnson, during the
term of his employment and for a period of one year following his voluntary or
involuntary termination, from directly or indirectly competing with Gum Tech or
soliciting Gum Tech's employees or customers.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In June 2000, we entered into a five-year consulting agreement with Gary
Kehoe, our then (and now former) President and Chief Operating Officer and
member of the board of directors. The agreement was designed primarily to ensure
continuation of Mr. Kehoe's research and development services, as required by
our agreement with Swedish Match AB, in the event of our termination of his
employment. The consulting agreement became effective on July 20, 2001 when Mr.
Kehoe resigned as an officer of Gum Tech (he resigned as a director on July 19,
2001) in connection with the completion of our sale of substantially all of our
chewing gum assets and related business to the Wm. Wrigley Jr. Company. As
principal consideration for his services under the consulting agreement, Mr.
Kehoe will be entitled to receive $12,500 per month. The agreement also provided
for Mr. Kehoe's right to receive 5% of the net income, if any, that we realized
from our joint venture with Swedish Match. That joint venture was terminated in
November 2001 and we never received any net income from it. Separately, in
December 2000, we agreed to loan Mr. Kehoe $150,000. In July 2001, we forgave
the loan and accrued interest thereon in connection with the completion of the
Wrigley transaction.

     Kenneth R. Waters, a consultant to Gum Tech since April 1998, was elected
to the board of directors in November 2000 and resigned from the board on April
10, 2001. During the period that Mr. Waters served on the board, he was paid
$10,000 per month for his consulting services. This compensation was in lieu of
any compensation that would have been due to him for his service on the board.
In July 2001, we paid Mr. Waters $150,000 for additional consulting services
relating to strategic matters.

                                 PROPOSAL NO. 2
                                 PLAN OF MERGER

GENERAL

     The board of directors has unanimously approved and recommends adoption of
a proposal that we change our state of incorporation from Utah to Delaware. As
part of this reincorporation, the board has also approved and recommends a
proposal that we change our name to "Matrixx Initiatives, Inc.". These changes
will be accomplished by means of a merger of Gum Tech with and into Matrixx
Initiatives, Inc. ("Matrixx"), a wholly-owned Delaware subsidiary that we
incorporated for the purpose of the reincorporation.

                                       16
<PAGE>
     A copy of the Agreement and Plan of Merger (the "Merger Agreement") between
Gum Tech and Matrixx is attached to this Proxy Statement as Appendix B. The
merger, including our resulting reincorporation and name change, will become
effective at the time we file a Certificate of Merger with the Secretary of
State of Delaware (and the Secretary of State accepts the filing). At the
effective time of the merger, each share of our common stock that you hold will
be converted into one share of common stock, $.001 par value, of Matrixx. As a
result, you will automatically become a stockholder of Matrixx and cease to be a
stockholder of Gum Tech.

     Matrixx will be governed by the Delaware General Corporation Law and by a
new Certificate of Incorporation and Bylaws, which will replace our current
Articles of Incorporation and Bylaws. These changes will alter your present
rights as a stockholder of Gum Tech. See "How do the charter and bylaw
provisions of Gum Tech and Matrixx and the provisions of Delaware and Utah law
compare?" below. The text of the Certificate of Incorporation and Bylaws of
Matrixx are attached to this Proxy Statement as Appendix C and Appendix D,
respectively.

     We anticipate that the merger will become effective as soon as practicable
after the Annual Meeting. As a result of the merger, Gum Tech will cease to
exist and Matrixx will, to the extent permitted by law, succeed to all of our
business, properties, assets, and liabilities. The merger will not result in any
material change to our physical location, business, management, assets,
liabilities or net worth. Our officers and directors in office immediately
before the effective time of the merger will serve in their same capacities as
officers and directors of Matrixx after the effective time.

     Under the terms of the Merger Agreement, each option to purchase shares of
our common stock that is outstanding immediately before the effective time of
the merger will become an option to purchase Matrixx common stock, subject to
the same terms and conditions as set forth in the applicable option plan,
agreement or board resolution under which such option was granted. All other
employee benefit plans and other agreements and arrangements with Gum Tech will
be continued by Matrixx upon the same terms and subject to the same conditions.

     As a result of the merger, you may, in some instances, have fewer rights
under Delaware law and therefore less protection than you presently have as a
Gum Tech stockholder under Utah law. See "How do the charter and bylaw
provisions of Gum Tech and Matrixx and the provisions of Delaware and Utah law
compare?" and "What are the anti-takeover effects of the Certificate of
Incorporation and Bylaws of Matrixx?", each set forth below.

WHAT ARE THE REASONS FOR THE REINCORPORATION AND NAME CHANGE?

     The reincorporation will allow us to be governed by Delaware's
comprehensive and flexible corporation law, which is periodically updated and
revised to meet changing business needs. The foundation of this law is the
Delaware General Corporation Law. Delaware courts have developed considerable
expertise in dealing with corporate issues and have developed a substantial body
of case law construing Delaware law and establishing public policies with
respect to Delaware corporations. Delaware law has become widely regarded as the
most well-defined body of corporate law in the United States. Delaware has a
more highly developed body of case law interpreting its corporate statutes than
Utah, giving Delaware corporate law an added measure of predictability that is
useful in a judicial system based on precedent. Furthermore, the Delaware court
system provides for the relatively expeditious resolution of corporate disputes.
Delaware has a specialized Court of Chancery which hears cases involving
corporate law and lacks jurisdiction over tort (i.e. civil) or criminal cases
Appeals to the Supreme Court of Delaware in important cases can be made and
decided relatively rapidly. For these reasons, many corporations throughout the
United States have initially chosen Delaware or have subsequently reincorporated
in Delaware in a manner similar to our proposal for reincorporation. The board
of directors believes the flexibility and predictability provided by Delaware
law and the Delaware Courts is not currently available under Utah law. The board
believes that the environment provided by Delaware law will enhance our
operations, including our ability to obtain equity financing, effect
acquisitions and undertake other transactions.

                                       17
<PAGE>
     Following our sale in July 2001 of substantially all of our chewing gum
assets and related business to the Wm. Wrigley Jr. Company, we ceased in any
meaningful way to be engaged in the chewing gum business. The board of directors
has determined that our name should be changed to reflect this change in our
business focus. The "Matrixx Initiatives" name was unanimously approved by the
board as a name that reflects our current and prospective business focus on the
development, production and sale of healthcare products which utilize innovative
delivery systems for bioactive compounds, including our principal products,
Zicam Cold Remedy and Zicam Allergy Relief.

     For the above reasons, the board of directors has determined that
reincorporation in Delaware and the change of our name to "Matrixx Initiatives,
Inc." are in the best interests of Gum Tech and our stockholders. Accordingly,
the board recommends that you vote FOR the merger.

WILL THE MERGER CAUSE CHANGES TO GUM TECH'S CAPITAL STOCK?

     Presently, our Articles of Incorporation authorize 20,000,000 shares of
common stock and 1,000,000 shares of preferred stock. As of April 19, 2002,
there were 9,432,251 shares of our common stock issued and outstanding and no
shares of our preferred stock issued or outstanding. The Certificate of
Incorporation for Matrixx authorizes 30,000,000 shares of common stock, par
value $.001 per share, and 2,000,000 shares of preferred stock, $.001 par value
per share. Except for one share of common stock of Matrixx issued to Gum Tech in
connection with Matrixx's incorporation, which share will be cancelled at the
effective time of the merger, neither Gum Tech nor Matrixx will issue any
additional shares of stock in connection with the merger. The number of shares
of Gum Tech that are issued and outstanding on the effective date of the merger
will become the number of shares of Matrixx outstanding immediately after giving
effect to the merger. The following is a summary of the rights, privileges and
restrictions of Matrixx's common and preferred stock:

MATRIXX COMMON STOCK

     Each holder of Matrixx common stock is entitled to one vote per share on
all matters voted on by stockholders, including the election of directors.
Except as otherwise required by law or provided in any resolution adopted by the
Matrixx board, or as otherwise provided in the Certificate of Incorporation with
respect to any class or series of preferred stock of Matrixx that may be issued
in the future, the holders of shares of Matrixx common stock exclusively possess
all voting power. As with Gum Tech's current Articles of Incorporation,
Matrixx's Certificate of Incorporation does not provide for cumulative voting in
the election of directors. Subject to any preferential rights of any shares of
Matrixx preferred stock that may be issued in the future, the holders of Matrixx
common stock are entitled to such dividends as may be declared from time to time
by the Matrixx board of directors from funds available therefor, and upon
liquidation are entitled to receive pro rata all assets of Matrixx available for
distribution to such holders. As is the case with Gum Tech's common
stockholders, holders of Matrixx common stock have no preemptive rights with
respect to future issuances of shares by Matrixx.

MATRIXX PREFERRED STOCK

     The Matrixx Certificate of Incorporation authorizes the Matrixx board to
establish one or more series of preferred stock and to determine, with respect
to any such series of preferred stock, its terms and rights, including:

     *    the designation of each series;

     *    the voting powers, if any, associated with each such series;

                                       18
<PAGE>
     *    whether dividends, if any, will be cumulative or noncumulative and the
          dividend rate of each series;

     *    the redemption rights and price or prices, if any, for shares of each
          series; and

     *    preferences and other special rights, if any, of shares of each series
          in the event of any liquidation, dissolution, or distribution of the
          assets of Matrixx.

     No shares of Matrixx preferred stock are issued or outstanding, nor does
the board presently anticipate that any such shares will be issued following the
effectiveness of the merger.

HOW IS MY GUM TECH STOCK CONVERTED INTO MATRIXX STOCK?

     After the merger becomes effective, Matrixx will issue a press release
announcing that the merger has occurred. At that time, you will cease to be a
holder of Gum Tech common stock and you will automatically become a holder of
Matrixx common stock. Your shares of Gum Tech common stock will automatically
convert into shares of Matrixx common stock on a one-for-one basis.

WILL I NEED TO OBTAIN NEW STOCK CERTIFICATES?

     At the effective time of the merger, each stock certificate representing
shares of Gum Tech common stock that were issued and outstanding immediately
before such effective time will automatically represent the same number of
shares of common stock of Matrixx. Shortly after the completion of the merger,
Matrixx will send written notice to all stockholders of record with instructions
on how to exchange their Gum Tech stock certificates for Matrixx stock
certificates. A stockholder seeking to make this exchange will be subject to
normal requirements, including proper endorsement, signature guarantee, if
required, and payment of applicable taxes. Before this exchange occurs, the Gum
Tech stock certificates that our stockholders hold as of the effective time of
the merger will continue to validly represent the shares of Matrixx common stock
that such stockholders acquire as a result of the merger. YOU DO NOT NEED TO
EXCHANGE YOUR EXISTING GUM TECH STOCK CERTIFICATES FOR STOCK CERTIFICATES OF
MATRIXX UNTIL WE REQUEST THIS EXCHANGE BY SEPARATE WRITTEN NOTICE. Even after we
send you this exchange notice, if, for any reason, you fail to exchange your Gum
Tech stock certificates for Matrixx stock certificates, your Gum Tech stock
certificates will continue to validly represent the shares of Matrixx common
stock that were formerly Gum Tech shares evidenced by such certificates.

WILL MY STOCK REMAIN FREELY TRADEABLE?

     After completion of the merger, you may continue to make sales or transfers
using Gum Tech stock certificates. As noted above, until you exchange your Gum
Tech stock certificates for Matrixx stock certificates, your Gum Tech stock
certificates will continue to validly represent the shares of Matrixx stock that
were formerly Gum Tech shares evidenced by such certificates.

     Under Rule 145(a) (2) of the Securities Act of 1933, as amended (the
"Securities Act"), a merger which has the sole purpose of changing an issuer's
domicile within the United States does not involve a sale of securities for
purposes of the Securities Act. Accordingly, separate registration of shares of
common stock of Matrixx will not be required in connection with the merger.

     If you hold shares of Gum Tech that are freely tradable before the
effective time of the merger, you will own the same number of freely tradeable
shares of Matrixx after the effective time. Similarly, if you hold any
securities of Gum Tech with transfer restrictions before the effective time of
the merger, you will hold equivalent securities of Matrixx after the effective

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<PAGE>
time with the same transfer restrictions. For purposes of computing the holding
period under Rule 144 of the Securities Act, any Matrixx stock that you acquire
as a result of the merger will be deemed to have been acquired on the date that
you originally acquired the shares of Gum Tech common stock from which your
Matrixx stock was converted.

     We anticipate that immediately following the merger, Matrixx's common stock
will be listed on the Nasdaq National Market, the automatic quotation system on
which Gum Tech's common stock is currently listed. Our press release announcing
the effectiveness of the merger will include a reference to the new trading
symbol under which Matrixx's common stock will be quoted on Nasdaq. Matrixx will
continue to file periodic reports and other required documents with the SEC and
provide to its stockholders the same types of information that Gum Tech has
previously filed and provided.

CAN THE MERGER BE ABANDONED OR CHANGED?

     As noted above, we anticipate that the merger will become effective as soon
as practicable after it is approved at the Annual Meeting. However, the Merger
Agreement provides that the merger may be abandoned by our board of directors at
any time before the effective time, even if it is approved by our stockholders
at the Annual Meeting. In addition, we may amend the Merger Agreement before the
effective time, either before or after the receipt of stockholder approval.
However, we may not amend the Merger Agreement after we receive stockholder
approval if such amendment would alter or change the amount or kind of shares to
be received by our stockholders in the merger, alter or change any term of the
Certificate of Incorporation of Matrixx or cause any alteration or change that
would adversely affect our stockholders.

WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER?

     We believe that the merger will be a tax-free reorganization under Section
368 of the Internal Revenue Code of 1986, as amended. Accordingly, for federal
income tax purposes, you should not recognize any gain or loss by reason of the
merger. Each share of Matrixx common stock that you acquire by reason of the
merger should have the same tax basis and the same holding period as the
equivalent Gum Tech common stock from which such shares of Matrixx common stock
were converted, provided that you hold such shares of Gum Tech common stock as a
capital asset on the date the merger is effected.

     For federal income tax purposes, neither Gum Tech nor Matrixx will
recognize any gain or loss by reason of the merger. Matrixx will generally
succeed, without adjustment, to the tax attributes of Gum Tech. However,
following the merger, Matrixx will be subject to Delaware franchise tax. There
should be no accounting consequences of the merger as Matrixx will succeed to
the accounts and accounting methods of Gum Tech.

     Tax provisions are complex and subject to change. This summary is included
for general information only and does not purport to be a complete discussion of
all of the possible federal tax consequences of the merger. No effort has been
made here to summarize the treatment of the merger under the various tax laws of
states to which our stockholders are subject. We urge you to consult your own
tax advisor as to the specific tax consequences of the merger with respect to
the application and effect of your own state, local and foreign income and other
tax laws.

WHAT IS THE ACCOUNTING TREATMENT OF THE MERGER?

     In accordance with generally accepted accounting principles, we will
account for the merger as a reorganization of entities under common control at
historical cost.

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<PAGE>
ARE THERE ANY REGULATORY APPROVALS REQUIRED FOR THE MERGER?

     No regulatory approvals are required for the merger.

HOW DOES REINCORPORATION AFFECT DIRECTORS AND OFFICERS?

     The board of directors believes that reincorporation under Delaware law
will enhance Gum Tech's ability to attract and retain qualified directors and
officers as well as encourage directors and officers to continue to make
independent decisions in good faith on our behalf. From the perspective of those
who serve as corporate officers and directors, Delaware law tends to offer
reduced risk and greater certainty and stability than other corporate statutes.
While Utah law is very similar to Delaware law in terms of rules governing
director reliance, limitation of liability and indemnification of directors and
officers and directors' and officers' insurance, it is less well known. (See
"How do the charter and bylaw provisions of Gum Tech and Matrixx and the
provisions of Delaware and Utah law compare? - Reliance of Directors" and "-
Limitation on Liability and Indemnification of Directors and Other Persons").

     To date, we have not experienced difficulty in retaining directors or
officers. However, as a result of the significant potential liability and
relatively small compensation associated with service as a director, we believe
that the better known and comparatively stable corporate environment afforded by
Delaware law will enable us to compete more effectively with other public
companies, most of which are incorporated in Delaware, in the recruitment of
talented and experienced directors and officers. The board believes that
Delaware law, like Utah law, strikes an appropriate balance with respect to
personal liability of directors and officers, and that reincorporation in
Delaware will enhance our ability to recruit and retain directors and officers
in the future, while providing appropriate protection for stockholders from
possible abuses by directors and officers.

WHAT ARE THE DISADVANTAGES OF REINCORPORATING IN DELAWARE?

     Despite the unanimous belief of our board of directors that reincorporation
in Delaware is in the best interests of Gum Tech and our stockholders, Delaware
law has been criticized by some commentators on the grounds that it does not
afford minority stockholders the same substantive rights and protections as are
available in a number of other states. For a comparison of stockholders' rights
under Delaware and Utah law, see "How do the charter and bylaw provisions of Gum
Tech and Matrixx and the provisions of Delaware and Utah law compare?" below.

HOW DO THE CHARTER AND BYLAW PROVISIONS OF GUM TECH AND MATRIXX AND THE
PROVISIONS OF DELAWARE AND UTAH LAW COMPARE?

     There are differences in certain respects between the Articles of
Incorporation and Bylaws of Gum Tech and the Certificate of Incorporation and
Bylaws of Matrixx, and between Utah's Revised Business Corporation Act, which
currently governs Gum Tech, and the Delaware General Corporation Law, which
currently governs Matrixx and which will govern Matrixx following the merger.
References below to Utah law and Delaware law describe such laws as currently in
effect. The following summary describes what the board of directors, with the
advice of counsel, believes to be the most significant differences and
similarities between Gum Tech's and Matrixx's respective charter documents and
between Utah law and Delaware law that you should consider. This summary does
not purport to be a complete description of such differences and similarities,
or to give full effect to the provisions of statutory or common law. You should
note that many provisions of Utah's Revised Business Corporation Act and the
Delaware General Corporation Law may be subject to differing interpretations,
and that those offered in this Proxy Statement may be incomplete in certain
respects. The following discussion is not a substitute for direct reference to
the statutes themselves or for professional interpretation of them Accordingly,

                                       21
<PAGE>
this summary is subject to, and qualified in its entirety by, reference to
Utah's Revised Business Corporation Act and the Delaware General Corporation
Law, and relevant case law, as currently in effect and to the two companies'
respective charter documents.

SPECIAL MEETINGS OF STOCKHOLDERS

     Under Utah law, a special meeting of stockholders may be called by:

     *    a corporation's board of directors;

     *    the person or persons authorized by the corporation's Bylaws to call a
          special meeting; or

     *    the holders of shares representing at least 10% of all votes entitled
          to be cast on any issue proposed to be considered at the special
          meeting.

     The corporation is required to give notice of the date, time and place of
the special meeting no fewer than 10 and no more than 60 days before the
meeting. Notice of a special meeting must include a description of the purposes
for which the special meeting is called.

     Under Delaware law, stockholders generally do not have the right to call
special meetings of stockholders unless such right is granted in a corporation's
Certificate of Incorporation or Bylaws. However, if a corporation fails to hold
its annual meeting within a period of 30 days after the date designated
therefor, or if no date has been designated for a period of 13 months after the
corporation's last annual meeting, the Delaware Court of Chancery may order a
meeting to be held upon the application of a stockholder. Under Delaware law,
special meetings may be called only by a majority of a corporation's board of
directors or by such persons as may be authorized by a corporation's Certificate
of Incorporation or Bylaws. In the case of Matrixx, these persons are the
Chairman, the President and the Chief Executive Officer. Matrixx's Certificate
of Incorporation and Bylaws do not give stockholders any right to call meetings
of stockholders beyond those rights provided under Delaware law, as described
above. The Certificate of Incorporation allows for the possibility of such right
to be given to holders of preferred stock of Matrixx. However, no preferred
stock of Matrixx is presently outstanding nor do we presently contemplate any
preferred stock being issued or outstanding following the merger.

STOCKHOLDER CONSENT TO ACTION WITHOUT MEETING

     Under Utah law, unless otherwise provided in a corporation's Articles of
Incorporation, any action requiring the vote of a corporation's stockholders may
be taken without a meeting and without prior notice by one or more written
consents of those stockholders having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. As a partial
exception to the foregoing, while the election of directors may be undertaken by
written consent without a meeting and without prior notice, such election must
be by unanimous written consent of all shares entitled to vote for the election
of directors. If any stockholder action (other than the election of directors)
is by less than unanimous written consent, notice of such action must be
provided to the stockholders who did not consent at least 10 days before the
consummation of the transaction, action or event authorized by such stockholder
action. However, for any Utah corporation that came into existence before July
1, 1992 (of which Gum Tech is one), any action by written consent of
stockholders in lieu of a properly noticed meeting must be by unanimous written
consent of all stockholders entitled to vote on the matter in question unless
and until a resolution providing otherwise is approved either by written consent
of all stockholders entitled to vote on such matter or by a resolution passed at
a duly convened meeting of stockholders by the same percentage vote that would
be necessary to authorize an amendment to the corporation's Articles of
Incorporation.

                                       22
<PAGE>
     Under Delaware law, unless otherwise provided in a corporation's
Certificate of Incorporation, any action requiring the vote of stockholders,
including the removal and election of directors, at an annual or special meeting
of stockholders may be taken without a meeting, without prior notice and without
a vote, by the written consent or consents of stockholders having not less than
the minimum number of votes that would be necessary to take such action at a
meeting at which all shares entitled to vote thereon were present and voted.

     The Certificate of Incorporation of Matrixx, however, provides that no
action required or permitted to be taken at an annual meeting of stockholders or
at a special meeting of stockholders may be taken without a meeting if at the
time such action is to be taken there are five or more holders of Matrixx's
outstanding common stock. The Certificate of Incorporation expressly denies the
power of stockholders to consent in writing, without a meeting, to the taking of
any action unless at the time of such consent Matrixx has less than five
stockholders. This provision will significantly restrict any person or persons
who have acquired a number of shares of Matrixx's stock sufficient to approve an
action sought to be taken from taking such action by written consent without a
meeting of Matrixx's stockholders. This provision has substantially the same
effect as the prohibition on action by less-than-unanimous written consent
contained in Utah law. This restriction may have the effect of delaying
consideration of a stockholder proposal until Matrixx's next annual meeting
unless a special meeting is called by the Chairman, the President or the Chief
Executive Officer of Matrixx or is requested by a majority of the board of
directors of Matrixx. See "What are the anti-takeover effects of the Certificate
of Incorporation and Bylaws of Matrixx? - No Stockholder Action by Written
Consent; Special Meetings" set forth below.

CUMULATIVE VOTING

     Cumulative voting permits stockholders holding a minority percentage of
shares to be able to increase the likelihood of election of one or more members
of a corporation's board of directors. Both Utah law and Delaware law permit,
but do not require, cumulative voting. As with Gum Tech's current Articles of
Incorporation, the Certificate of Incorporation for Matrixx does not provide for
cumulative voting rights in the election of directors. Accordingly, the holders
of a majority of the voting power of the outstanding shares of Gum Tech's voting
stock can now elect all of Gum Tech's directors (as directors are elected by a
plurality of the votes cast by the shares entitled to vote), and similarly, the
holders of a majority of the voting power of the outstanding shares of Matrixx's
voting stock will be able to elect all of Matrixx's directors.

CLASSIFIED BOARD OF DIRECTORS

     Under Utah law, a corporation's Articles of Incorporation may provide for
staggering of the terms of the corporation's directors by dividing the total
number of directors into two or three groups, with each group containing
one-half or one-third of the total, as near as may be. In that event, the terms
of directors in the first group expire at the first annual stockholders' meeting
after their election, the terms of directors in the second group expire at the
second annual stockholders' meeting after their election, and the terms of
directors in the third group, if any, expire at the third annual stockholders'
meeting after their election. Upon expiration of the initial staggered terms,
directors are elected for terms of two years or three years, as the case may be,
to succeed those whose terms expire.

     Under Delaware law, a corporation has substantially the same right to adopt
a classified board of directors in which directors are staggered among up to
three separate classes with terms of not longer than three years. As with Utah
law, the terms of the directors in each staggered class expires on the first,
second or, if applicable, third annual stockholders' meeting following such
directors' election. Unlike Utah, there is no requirement that the classes of
directors of a Delaware corporation be of as equal size as possible.

                                       23
<PAGE>
     The board of directors of Gum Tech currently consists of six directors. Gum
Tech's Articles of Incorporation do not presently provide for staggered terms of
directors. The Certificate of Incorporation of Matrixx provides for a classified
board of between three and nine directors with the exact number to be determined
by the board from time to time. It is presently anticipated that following the
merger, Matrixx's board will consist of six directors, being the same directors
as are elected at the Annual Meeting. Matrixx's Certificate of Incorporation
provides that Matrixx's directors be divided into three classes and serve for
staggered terms. Matrixx's Certificate of Incorporation requires that these
three classes contain as nearly equal numbers of directors as is possible. The
term of office of the first class of two directors will expire at Matrixx's
annual meeting scheduled to take place in 2003. The term of office of the second
class of two directors will expire at the subsequent annual meeting of Matrixx
scheduled to take place in 2004. The term of office of the third class of two
directors will expire at the next subsequent annual meeting of Matrixx scheduled
to take place in 2005. See "What are the anti-takeover effects of the
Certificate of Incorporation and Bylaws of Matrixx? - Classified Board of
Directors."

ELECTION AND REMOVAL OF DIRECTORS AND FILLING OF VACANCIES

     Utah law provides that the election of a corporation's directors will take
place at an annual meeting of stockholders. Utah law further provides that a
corporation's directors will hold office until the next annual meeting of
stockholders (subject to staggering of terms, described above) and until the
directors' successors are elected and qualified. Directors of a Utah corporation
may be removed by a vote of stockholders, with or without cause unless the
corporation's Articles of Incorporation provide that directors can only be
removed for cause. Unless a corporation's Articles of Incorporation provide
otherwise, vacancies on the corporation's board, including a vacancy resulting
from an increase in the number of directors, may be filled by stockholder vote,
by a majority vote of the remaining directors or, if the remaining directors
constitute less than a quorum of the board, by a majority vote of all directors
remaining in office.

     Delaware law provides that the election of directors will take place at an
annual or special meeting of stockholders and that such election need not be by
written ballot unless a corporation's Bylaws provide otherwise. Delaware law
further provides that a corporation's directors hold office for the terms
specified in the corporation's Certificate of Incorporation and until their
successors have been elected as provided in the Certificate of Incorporation.
Any director or the entire board of directors may be removed, with or without
cause, by the holders of a majority of the shares then entitled to vote at an
election of directors, except that:

     *    unless a corporation's Certificate of Incorporation otherwise
          provides, stockholders may remove directors of a corporation with a
          classified board only for cause; and

     *    in the case of a corporation having cumulative voting, if less than
          the entire board is to be removed, no director may be removed without
          cause if the votes cast against his or her removal would be sufficient
          to elect him or her if then cumulatively voted at an election of the
          entire board of directors or, if the corporation has a classified
          board, at an election of the class of directors of which he or she is
          a part.

     Unless otherwise provided in a Delaware corporation's Certificate of
Incorporation or Bylaws, any vacancy on the corporation's board may be filled by
a majority vote of the directors then in office, even if there is less than a
quorum, or, if applicable, by the sole remaining director. Any director elected
to fill a vacancy will hold office for a term that coincides with the term of
the class to which such director is elected.

                                       24
<PAGE>
     The Certificate of Incorporation of Matrixx provides that a director may
only be removed by the stockholders for cause, and in such event only at an
annual meeting of stockholders or special meeting of stockholders called for
such purpose in conformity with Matrixx's Bylaws, and only by the affirmative
vote of the holders of 65% of the voting power of all the shares entitled to
vote at such meeting. No such prohibition exists in Gum Tech's Articles of
Incorporation. It will therefore be more difficult for you as a stockholder to
effect the removal of one or more directors of Matrixx following the merger.

QUORUM OF DIRECTORS

     Under Utah law, a quorum of a corporation's board of directors consists of
a majority of the fixed number of directors, if the corporation has a fixed
board size, or if the corporation's Bylaws provide for a variable board size, a
majority of the number of directors prescribed, or if no number is prescribed,
the number in office at the time of commencement of the board meeting for which
a quorum is sought. However, the corporation's Articles of Incorporation or
Bylaws may establish a higher or lower number of directors to constitute a
quorum, provided that in no event may the number be less than one-third of the
number of directors described above, as appropriate to the applicable
circumstances of the corporation in question.

     Under Delaware law, unless a corporation's Certificate of Incorporation or
Bylaws requires a greater or lesser number of directors (but in no event less
than one-third of the votes of the entire board or committee in question) for a
quorum, a majority of the directors then in office will constitute a quorum.

     Presently, a quorum for the transaction of business at any meeting of Gum
Tech's board of directors exists when a majority of Gum Tech's directors in
office at the time of such meeting are present at the meeting (in person or by
means of telecommunication). Similarly, the Bylaws of Matrixx provide that a
quorum for the transaction of business at any meeting of Matrixx's board exists
when a majority of Gum Tech's directors in office at the time of such meeting
are present at the meeting (in person or by means of telecommunication).

DIVIDENDS

     Under Utah law, subject to any restrictions in its Articles of
Incorporation, a corporation's board of directors may authorize, and the
corporation may make, distributions to its stockholders. However, no such
distribution may be made if, after giving effect to the distribution, the
corporation would not be able to pay its debts as they become due in the usual
course of business, or the corporation's total assets would be less than its
total liabilities plus, unless the corporation's Articles of Incorporation
provide otherwise, any amounts that would be needed, if the corporation were to
be dissolved at the time of the distribution, to satisfy the preferential rights
upon dissolution of stockholders whose rights are superior to those receiving
the distribution.

     Under Delaware law, subject to any restrictions in its Certificate of
Incorporation, a corporation's board of directors may declare and pay dividends
either out of the corporation's surplus (being the excess at any time of the net
assets of the corporation over the amount of its capital), or if there is no
surplus, out of the corporation's net profits for the fiscal year in which the
dividend is declared and/or its net profits for the preceding fiscal year.

SHARE REPURCHASES

     Utah law provides that a corporation may acquire its own shares, and any
shares so acquired will constitute authorized but unissued shares. Under Utah
law, a corporation cannot acquire its shares if, after giving effect to the
acquisition, the corporation would not be able to pay its debts as they become

                                       25
<PAGE>
due in the usual course of business, or the corporation's total assets would be
less than its total liabilities plus, unless the corporation's Articles of
Incorporation provide otherwise, any amounts that would be needed, if the
corporation were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of stockholders whose rights are superior
to those receiving the distribution. Utah law does not place any restrictions on
what source of funds may be used by an acquiring corporation to complete such an
acquisition.

     Under Delaware law, a corporation may purchase or redeem shares of its own
stock only when its capital is not impaired and such purchase or redemption
would not cause any impairment of the capital of the corporation.
Notwithstanding the foregoing sentence, a corporation may purchase or redeem out
of capital any of its preferred shares if such shares will be retired upon their
acquisition and the capital of the corporation will be reduced in accordance
with Delaware law. Under Delaware law, a corporation may not purchase any of its
redeemable shares for more than the price at which they may then be redeemed.

AMENDMENTS TO CHARTER DOCUMENTS

     Under Utah law, a significant amendment to a corporation's Articles of
Incorporation requires that first, the corporation's board of directors
recommends the amendment to the corporation's stockholders (unless the board
determines that because of a conflict of interest or other special circumstances
it should make no recommendation and communicates the basis for this
determination to the stockholders), and second, unless Utah law, the
corporation's Articles of Incorporation or Bylaws or a resolution of the
corporation's board requires a greater number, the amendment must be approved
by:

     *    a majority of the votes entitled to be cast on the amendment by any
          voting group as to which the amendment would create dissenters'
          rights,

     *    a majority of the votes entitled to be cast on the amendment by any
          voting group as to which the amendment would materially and adversely
          affect the voting group's rights in shares (including preferential
          rights, rights in redemption, preemptive rights, voting rights or
          rights in certain reverse splits), and

     *    a majority of the votes cast for all other voting groups (voting
          separately, as applicable, with shares constituting a quorum present
          for each voting group).

     Under Delaware law, an amendment to a corporation's Certificate of
Incorporation requires the affirmative vote of the holders of a majority of the
outstanding shares entitled to vote on such amendment. However, if the
corporation's Certificate of Incorporation requires the vote of a greater number
or proportion of the directors or of the holders of any class of stock than is
required by Delaware law with respect to any matter, the provision of the
Certificate of Incorporation may not be amended, altered or repealed by a
corporation except by such greater vote.

     Amendments to the Matrixx Certificate of Incorporation are generally
subject to the above-described majority vote of stockholders, with two
exceptions. The Certificate of Incorporation provides that the affirmative vote
of the holders of 65% of the voting power of all the shares entitled to vote
generally in an election of directors will be required to amend, alter or repeal
any provision of Article Eight of the Certificate of Incorporation, which
governs the size and classification of the Matrixx board and the sets out the
limitations on stockholders' rights to remove Matrixx's directors, or Article
Nine of the Certificate of Incorporation, which restricts actions by
stockholders without the holding of stockholder meetings and the rights of
stockholders to call special meetings. This supermajority vote is presently not
required for any amendment to Gum Tech's Articles of Incorporation. As a result,
your approval of the merger, which includes the adoption of the Matrixx
Certificate of Incorporation, will make it more difficult for you to exercise

                                       26
<PAGE>
your rights as a stockholder to seek changes to the constitution of the Matrixx
board and to those rules governing stockholder actions.

DISSENTERS' APPRAISAL RIGHTS

     Under Utah law, in the event of certain mergers, share exchanges or sales,
leases, exchanges or other dispositions of all or substantially all of the
assets of a corporation (other than in the ordinary course of the corporation's
business) or any other action or event provided by the corporation's Articles of
Incorporation, Bylaws, or board resolution, a stockholder of the corporation,
whether or not entitled to vote on such matter, may, by complying with certain
procedures, dissent from the action and obtain payment from the corporation of
the fair value of his, her or its shares of the corporation. However, unless the
Articles of Incorporation or Bylaws of the corporation or a resolution of the
board of directors of the corporation provide otherwise, a stockholder is not
entitled to dissent and obtain payment for any class or series of shares which
either were listed on a national securities exchange or the Nasdaq National
Market System, or were held of record by more than 2,000 stockholders at the
time of the record date fixed for determining those stockholders entitled to
receive notice of the stockholders' meeting at which the proposed corporate
action would be put to stockholder vote, the record date fixed for determining
those stockholders entitled to sign written consents to the proposed corporate
action, or the effective date of the corporate action, if such action is
authorized other than by a vote of stockholders. This limitation on the
application of dissenter's rights does not apply if, pursuant to the action
taken by the corporation that is the subject of the dissent, the dissenting
stockholder will receive anything other than:

     *    shares of the surviving corporation in a plan of merger or share
          exchange,

     *    shares of a corporation which at the effective date of a plan of
          merger or share exchange will be listed on a national securities
          exchange or the Nasdaq National Market System, or will be held of
          record by more than 2,000 stockholders,

     *    cash in lieu of fractional shares, or

     *    any combination of the foregoing.

     A stockholder entitled to dissent and obtain payment for his, her or its
shares under Utah law may not challenge the corporate action creating the
entitlement unless the action is unlawful or fraudulent with respect to the
stockholder or the corporation.

     Under Delaware law, stockholders are entitled to demand appraisal of their
shares in the case of mergers or consolidations only. Appraisal rights are not
available in the case of a sale, lease, exchange or other disposition by a
corporation of all or substantially all of its property and assets. Even in the
case of mergers or consolidations, appraisal rights are not available:

     *    for shares of any class or series which, at the record date fixed for
          determining the stockholders entitled to receive notice of the meeting
          of stockholders held to vote on the merger or consolidation, were
          either listed on a national securities exchange or designated as a
          national market system security on an interdealer quotation system by
          The National Association of Securities Dealers, Inc. (the "NASD"), or
          held of record by more than 2,000 stockholders; or

     *    where in a merger transaction, a vote of the stockholders of the
          surviving corporation was not required under Delaware law to approve
          the merger.

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<PAGE>
     Notwithstanding the above-noted exceptions, appraisal rights are available
under Delaware law in respect of any class or series of shares if the holders of
such shares are required by the terms of the merger or consolidation to accept
any consideration other than:

     *    shares of stock of the corporation surviving or resulting from the
          merger or consolidation;

     *    shares of stock (or depository receipts in respect thereof) of any
          other corporation which, as of the effective date of the merger or
          consolidation, are either listed on a national securities exchange or
          designated as a national market system security on an interdealer
          quotation system by the NASD or which are held of record by more than
          2,000 stockholders;

     *    cash in lieu of fractional shares (or fractional depository receipts);
          or

     *    any combination of the foregoing.

     YOU ARE NOT ENTITLED TO DISSENT FROM ANY OF THE PROPOSALS TO BE PRESENTED
AT THE ANNUAL MEETING OR TO DEMAND APPRAISAL OF YOUR SHARES AS A RESULT OF THE
APPROVAL OF ANY OF THE PROPOSALS.

CONTROL SHARES AND BUSINESS COMBINATIONS

     The Utah Control Shares Acquisitions Act provides, among other things,
that, when any person obtains shares (or the power to direct the voting of
shares) of an issuing public corporation such that the person's voting power in
the election of directors equals or exceeds any of three levels (20%, 33 1/3% or
a majority), that person's ability to vote (or to direct the voting of) such
"control shares" is conditioned on approval by the holders of a majority of the
corporation's shares (voting in voting groups, if applicable), excluding
"interested shares". For purposes of this statute, "interested shares" are
shares of an issuing public corporation in respect of which any of the following
persons may exercise or direct the exercise of the voting power of the
corporation after the applicable record date in the election of directors:

     *    an acquiring person or member of a group with respect to a control
          share acquisition,

     *    any officer of the issuing public corporation, or

     *    any employee of the issuing public corporation who is also a director
          of the corporation.

     Stockholder approval may occur at the next annual meeting of stockholders,
or, if the acquiring person requests and agrees to pay the associated costs of
the corporation, at a special meeting of stockholders (to be held within 50 days
of the corporation's receipt of the request by the acquiring person). If
authorized by the corporation's Articles of Incorporation or Bylaws, the
corporation may redeem "control shares" at the fair market value thereof if the
acquiring person fails to file an "acquiring person statement" or if the
stockholders do not grant voting rights to the control shares. If the
stockholders grant voting rights to the control shares, and if the acquiring
person obtains a majority of the corporation's voting power, stockholders may be
entitled to dissenters' rights under Utah law. An acquisition of shares does not
constitute a control share acquisition if:

     *    the corporation's Articles of Incorporation or Bylaws provide that the
          Utah Control Shares Acquisitions Act does not apply;

                                       28
<PAGE>
     *    the issuing public corporation is a party to the acquisition that is
          consummated pursuant to a merger in accordance with Utah law; or

     *    under certain other specified circumstances.

     Gum Tech's Articles of Incorporation currently provide that the Utah
Control Shares Acquisitions Act does not apply to control share acquisitions of
shares of Gum Tech.

     Section 203 of the Delaware General Corporation Law provides that, subject
to certain specified exceptions, a corporation may not engage in any "business
combination" (as defined below) with any "interested stockholder" (as defined
below) for a three-year period following the date that such stockholder becomes
an interested stockholder, unless:

     *    before such date, the board of directors of the corporation approved
          either the business combination or the transaction which resulted in
          the stockholder becoming an interested stockholder;

     *    upon consummation of the transaction which resulted in the stockholder
          becoming an interested stockholder, the interested stockholder owned
          at least 85% of the voting stock of the corporation outstanding at the
          time the transaction commenced (excluding certain shares); or

     *    on or subsequent to such date, the business combination is approved by
          the board of directors of the corporation and by the affirmative vote
          of at least 66 2/3% of the outstanding voting stock which is not owned
          by the interested stockholder.

     Generally, for purposes of Delaware law, an "interested stockholder" is a
person or group that directly or indirectly, controls 15% or more of the
corporation's outstanding voting stock or is an affiliate or associate of the
corporation and was the owner of 15% or more of such voting stock at any time
within the previous three years. A "business combination" under Delaware law
includes a merger, consolidation, sale or other disposition of assets having an
aggregate value in excess of 10% of the aggregate market value of the
consolidated assets of the corporation or its outstanding stock, and certain
transactions that would increase the interested stockholders' proportionate
share ownership in the board of directors before the date the interested
stockholder became an interested stockholder.

     The above-described restriction on business combinations does not apply in
certain cases, including where:

     *    the corporation's original Certificate of Incorporation contains a
          provision expressly electing not to be governed by these restrictions,
          or the corporation's stockholders vote to amend the corporation's
          Certificate of Incorporation or Bylaws so as to expressly elect not to
          be governed by these restrictions (except that such an amendment will
          not be effective until 12 months after its adoption and will not apply
          to any business combination between such corporation and any person
          who becomes an interested stockholder on or before such adoption);

     *    the corporation does not have a class of voting stock that is (i)
          listed on a national securities exchange, (ii) authorized for
          quotation on Nasdaq, or (iii) held by more than 2,000 stockholders,
          unless any of the foregoing results from action taken, directly or
          indirectly, by an interested stockholder or from a transaction in
          which a person becomes an interested stockholder; or

                                       29
<PAGE>
     *    a person becomes an interested stockholder inadvertently and (i) as
          soon as practicable, divests itself of ownership of sufficient shares
          so that the stockholder ceases to be an interested stockholder, and
          (ii) would not, at any time within the three-year period immediately
          before the business combination between the corporation and such
          stockholder, have been an interested stockholder but for the
          inadvertent acquisition of ownership.

     The Certificate of Incorporation of Matrixx does not exclude Matrixx from
the foregoing provisions of Delaware law. Based on this fact and on the fact
that Matrixx's common stock will be authorized for quotation on Nasdaq following
the merger, these provisions of Delaware law will in most cases apply to
Matrixx.

RELIANCE BY DIRECTORS

     Under Delaware law, a member of the board of directors of a corporation or
a member of any committee designed by the board of directors will, in the
performance of his or her duties, be fully protected in relying in good faith
upon the records of the corporation and upon such information, opinions,
reports, or statements presented to the corporation by any of the corporation's
officers or employees, or committees of the board of directors, or by any other
person as to matters the member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the corporation. Utah law is substantially
similar to Delaware law in this regard.

LIMITATION ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OTHER PERSONS

     Utah law and Delaware law are substantially the same with regard to
limitations on liability of directors. Delaware law permits a corporation to
include in its Certificate of Incorporation a provision eliminating or limiting
a director's personal liability to the corporation or its stockholders, as the
case may be, for monetary damages for breaches of fiduciary duty as a director.
Delaware law provides, however, that director liability may not be eliminated or
limited for:

     *    any breach of a director's duty of loyalty to the corporation or its
          stockholders;

     *    acts or omissions not in good faith or involving intentional
          misconduct or knowing violations of the law;

     *    the unlawful purchase or redemption of stock or payment of unlawful
          dividends; or

     *    any transaction in which a director has received an improper personal
          benefit.

     Utah law, while similar to Delaware law, is somewhat broader in permitting
a corporation to include in its Articles of Incorporation a provision
eliminating or limiting a director's personal liability to the corporation or
its stockholders, as the case may be, for monetary damages for any action taken
or any failure to take any action as a director of the corporation. Utah law
provides, however, that director liability may not be eliminated or limited for:

     *    the amount of any financial benefit received by a director to which he
          or she is not entitled;

     *    intentional infliction of harm on the corporation or its stockholders;

                                       30
<PAGE>
     *    unlawful distributions made to the corporation's stockholders; or

     *    any intentional violation of criminal law.

     Both Utah law and Delaware law further provide that any such provision that
eliminates or limits a director's liability will not apply in respect of any act
or omission by a director that occurs before the date when such provision became
effective.

     Both Utah law and Delaware law permit a corporation to indemnify its
current and former directors, officers, employees and other agents made party to
any proceeding because of their relationship to the corporation in such capacity
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding if that person acted in
good faith and reasonably believed his or her conduct to be in the corporation's
best interests, and, in the case of a criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. Both statutory regimes also
permit a corporation to advance expenses (including attorney's fees) incurred by
a director, officer, employee or agent who is a party to a proceeding in advance
of final disposition of the proceeding if:

     *    in the case of Utah law, (i) that person provides a written
          affirmation of his or her good faith belief that he or she acted in
          good faith, in the corporation's best interests and, in the case of a
          criminal proceeding, had no reasonable cause to believe his or her
          conduct was unlawful, and a written undertaking to repay the advance
          if it is ultimately determined that such person's conduct did not meet
          the statutory standard required for indemnification, and (ii) the
          corporation determines under the facts then known that indemnification
          would not be precluded; and

     *    in the case of Delaware law, that person provides the corporation with
          a written undertaking to repay the advance if it is ultimately
          determined that such person's conduct did not meet the statutory
          standard required for indemnification.

     Both Utah law and Delaware law similarly permit a corporation to purchase
and maintain liability insurance on behalf of any person who was:

     *    in the case of Utah law, a director, officer, employee, fiduciary or
          agent of the corporation, or is or was serving at the request of the
          corporation as a director, officer, partner, trustee, employee,
          fiduciary or agent of another corporation or other person; or

     *    in the case of Delaware law, a director, officer, employee or agent of
          the corporation, or is or was serving at the request of another
          corporation, partnership, joint venture, trust or other enterprise, in
          either such case against any liability asserted against and incurred
          by such person in such capacity, or arising out of such person's
          status as such, whether or not the corporation would have the
          statutory power to indemnify such person against such liability.

TRANSACTIONS WITH OFFICERS AND DIRECTORS

     Utah law provides that every director who is in any way, directly or
indirectly, interested in a proposed contract or transaction with a corporation
is liable to account to the corporation for any profit made as a consequence of
the corporation entering into such transaction unless such person:

                                       31
<PAGE>
     *    disclosed his or her interest at the meeting of directors where the
          proposed transaction was first considered, and, after his or her
          disclosure, the transaction was approved by a majority of the
          disinterested directors,

     *    disclosed his or her interest before a meeting or written consent of
          stockholders and, after his or her disclosure, the transaction was
          approved by disinterested holders of a majority of shares entitled to
          vote on the matter; or

     *    can show that the contract or transaction was fair to the corporation.

     Under Delaware law, contracts or transactions in which a director or
officer of a corporation is financially interested are not automatically void or
voidable, if approved by the corporation's stockholders or the directors under
substantially the same circumstances as in Utah. Approval by the stockholders,
however, requires only a simple majority. Board approval must be by a majority
of the disinterested directors, but interested directors may be counted for
purposes of establishing a quorum.

WHAT ARE THE ANTI-TAKEOVER EFFECTS OF THE CERTIFICATE OF INCORPORATION AND
BYLAWS OF MATRIXX?

     The Matrixx Certificate of Incorporation and Bylaws contain certain
provisions that replicate existing provisions of Gum Tech's Articles of
Incorporation and Bylaws. Many of these provisions, which currently apply to Gum
Tech, could make more difficult the acquisition of Matrixx by means of a tender
offer, a proxy contest or otherwise. The description below is intended as a
summary only and is qualified in its entirety by reference to the complete forms
of Matrixx's Certificate of Incorporation and Bylaws, which are attached to this
Proxy Statement as Appendix C and Appendix D, respectively.

CLASSIFIED BOARD OF DIRECTORS

     Unlike the current Articles of Incorporation and Bylaws of Gum Tech, the
Matrixx Certificate of Incorporation and Bylaws provide that Matrixx's board of
directors will be divided into three classes of directors, with the classes to
be as nearly equal in number as possible. Classification of the directors of
Matrixx will have the effect of making it more difficult for stockholders to
change the composition of Matrixx's board. At least two annual meetings of
stockholders, instead of one, will generally be required to effect a change in a
majority of Matrixx's board of directors. Such a delay may help ensure that
Matrixx's directors, if confronted by a stockholder attempting to force a proxy
contest, a tender or exchange offer, or an extraordinary corporate transaction,
would have sufficient time to review the proposal as well as any available
alternatives to the proposal and to act in what they believe to be the best
interest of the stockholders. The classification provisions will apply to every
election of directors, regardless of whether a change in the composition of the
Matrixx board would be beneficial to Matrixx and its stockholders and whether or
not a majority of Matrixx's stockholders believe that such a change would be
desirable.

     The classification provisions could also have the effect of discouraging a
third party from initiating a proxy contest, making a tender offer or otherwise
attempting to obtain control of Matrixx, even though such an attempt might be
beneficial to Matrixx and its stockholders. The classification of the Matrixx
board may therefore increase the likelihood that incumbent directors will retain
their positions. In addition, because the classification provisions may
discourage accumulations of large blocks of Matrixx's stock by purchasers whose
objective is to take control of Matrixx and remove a majority of the Matrixx
board, the classification of the Matrixx board could tend to reduce the
likelihood of fluctuations in the market price of the Matrixx common stock that
might result from accumulations of large blocks of stock. Accordingly, you could
be deprived of certain opportunities to sell your Matrixx stock at a higher
market price than might otherwise be the case.

                                       32
<PAGE>
NUMBER OF DIRECTORS; FILLING VACANCIES; REMOVAL

     Gum Tech's current Articles of Incorporation provide that the number of
directors, which may not be less than three, will be fixed from time to time by
Gum Tech's Bylaws. Gum Tech's Bylaws are subject to amendment by Gum Tech's
board of directors. While of similar effect, the Matrixx Certificate of
Incorporation provides more directly that the number of directors will be
determined by resolutions adopted by a majority of the board then in office,
provided that such number of directors may not be less than three and not more
than nine. The board of directors of Gum Tech currently consists of six
directors and will not change as a result of the merger when the board becomes
the board of Matrixx. As is the present case with Gum Tech, any vacancy on the
Matrixx board that results from an increase in the number of directors may be
filled by a majority of the remaining directors. Hence, as is the present case
with Gum Tech, the Matrixx board could prevent any stockholder from enlarging
the Matrixx board and filling the new directorships with such stockholder's own
nominees.

     Also, because the directors are serving on a classified board and the
Matrixx Certificate does not provide otherwise, they may only be removed by the
stockholders for cause. See "How do the charter and bylaw provisions of Gum Tech
and Matrixx and the provisions of Delaware and Utah law compare? - Staggered
Directors' Terms" and "-Election and Removal of Directors and Filling of
Vacancies".

NO STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS

     The Certificate of Incorporation of Matrixx provides that stockholder
action can be taken only at an annual or special meeting of stockholders and
prohibits stockholder action by written consent in lieu of a meeting unless
there are less than five holders of Matrixx's common stock at the time that such
action is proposed. The Bylaws of Matrixx provide that special meetings of
stockholders can be called only by the Chairman of the board of directors, the
President or the Chief Executive Officer or by a resolution adopted by a
majority of the board. Stockholders of Matrixx are not permitted to call a
special meeting or to require that the Matrixx board call a special meeting of
stockholders. Moreover, the business permitted to be conducted at any special
meeting of stockholders will be limited to the business brought before the
meeting pursuant to the notice of meeting given by Matrixx.

     These provisions of the Certificate of Incorporation of Matrixx are
intended to prevent the holders of a majority of the voting power of Matrixx's
stock from unilaterally using the written consent procedure to take stockholder
action by written consent without a meeting of stockholders to consider the
action. Under these provisions, a stockholder could not force stockholder
consideration of a proposal over the opposition of the Chairman, the President,
the Chief Executive Officer and the Matrixx board by calling a special meeting
of stockholders before the time the Chairman, the President, the Chief Executive
Officer or a majority of the board believes such consideration to be
appropriate. The net effect of these provisions is that they will delay
consideration of a stockholder proposal until the next annual meeting unless a
special meeting in respect of such proposal is called by the Chairman, the
President or the Chief Executive Officer of Matrixx or at the request of a
majority of the Matrixx board.

ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER NOMINATIONS AND STOCKHOLDER PROPOSALS

     Unlike Gum Tech's Bylaws which are silent on the matter, Matrixx's Bylaws
establish advance notice procedures for stockholders to make nominations of
candidates for election as directors, or to bring other business before an
annual meeting of stockholders of Matrixx. The stockholder notice procedures
provide that only persons who are nominated by, or at the direction of, the
Matrixx board or by a stockholder who has given timely written notice to the
Secretary of Matrixx before the meeting at which directors are to be elected
will be eligible for election as directors of Matrixx. The stockholder notice
procedures provide that at an annual meeting only such business may be conducted
as has been brought before the meeting by, or at the direction of, the Chairman

                                       33
<PAGE>
of Matrixx or the Matrixx board or by a stockholder who has given timely written
notice to the Secretary of Matrixx of such stockholder's intention to bring such
business before such meeting.

     Under the stockholder notice procedures, for notice of stockholder
nominations to be made at an annual meeting or special meeting to be timely,
such notice must be received by Matrixx not earlier than 120 days and not later
than 90 days before the anniversary date of the immediately preceding annual
meeting (or if the date of the annual meeting is not within 30 days before or
after such anniversary date, not later than the tenth day following the day on
which notice of the date of the annual meeting was mailed or public disclosure
of the date of the annual meeting, whichever first occurs). In the case of a
special meeting of stockholders called for the purpose of electing directors or
considering proposals for other business, notice under the stockholder notice
procedures must be received not later than the seventh day following the day on
which notice of the date of the special meeting was mailed.

     Under the Stockholder notice procedures, a stockholder's notice to Matrixx
proposing to nominate a person for election as a director at an annual or
special meeting must contain the following information:

     *    the name and address of the nominating stockholder;

     *    a representation that the nominating stockholder (i) is a record
          holder of Matrixx stock, entitled to vote at the meeting at which such
          stockholder's nominee or nominees are to be nominated and voted on,
          and (ii) intends to appear at the meeting, in person or by proxy, to
          nominate the individual or individuals specified in such notice;

     *    a statement as to the number of shares of Matrixx stock owned
          beneficially or of record by such stockholder and each of such
          stockholder's intended nominees;

     *    a description of all arrangements or understandings between such
          stockholder, the individual or individuals to be nominated by such
          stockholder and any other person or persons (including their names)
          pursuant to which such nominations are to be made by such stockholder;

     *    such other information regarding each intended nominee that would be
          required by the SEC to be included in a proxy statement soliciting
          proxies for nominees if such nominees were to be nominated by the
          board of directors of Matrixx; and

     *    the consent of each nominee to serve as a director of Matrixx, if so
          elected.

     Under the stockholder notice procedures, a stockholder's notice relating to
the conduct of business at an annual or special meeting, other than the
nomination of directors, must contain, as to each matter such stockholder
proposes to bring before the meeting:

     *    a brief description of the business desired to be brought before the
          meeting and the reasons for conducting such business at the meeting;

     *    the name and record address of such stockholder;

     *    the class or series and number of shares of capital stock of Matrixx
          that are owned beneficially or of record by such stockholder;

                                       34
<PAGE>
     *    a description of all arrangements or understandings between such
          stockholder and any other person or persons (including their names) in
          connection with the proposal of such business by such stockholder and
          any material interest of such stockholder in such business; and

     *    a representation that such stockholder intends to appear in person or
          by proxy at the meeting to bring such business before the meeting.

     If the Chairman of the board or other officer presiding at a meeting
determines that a person was not nominated, or other business was not brought
before the meeting in accordance with the stockholder notice procedures, then,
as the case may be, such person will not be eligible for election as a director
and such business will not be conducted at such meeting.

     By requiring advance notice of nominations by stockholders, the stockholder
notice procedures will afford the Matrixx board of directors an opportunity to
consider the qualifications of proposed nominees and, to the extent deemed
necessary or desirable by the Matrixx board, to inform stockholders about such
qualifications. By requiring advance notice of other proposed business, the
stockholder notice procedures will also provide an orderly procedure for
conducting annual meetings of stockholders. This includes, to the extent deemed
necessary or desirable by the Matrixx board, the ability to inform stockholders,
before such meetings, of any business proposed to be conducted at such meetings,
together with any recommendations that the Matrixx board may wish to make
regarding action to be taken with respect to such business, so that stockholders
can decide whether to attend such a meeting or to grant a proxy regarding the
disposition of any such business.

     The Bylaws of Matrixx do not give the Matrixx board any power to approve or
disapprove stockholder nominations for the election of directors or appropriate
proposals for action if the proper stockholder notice procedures are followed
and if the proposal is proper for stockholder action under Delaware law.
However, the stockholder notice procedures may have the effect of discouraging
or deterring a third party from conducting a solicitation of proxies to elect
its own slate of directors or to approve its own proposal, without regard to
whether consideration of such nominees or proposals might be harmful or
beneficial to Matrixx and its stockholders.

PREFERRED STOCK

     Gum Tech's Articles of Incorporation and Matrixx's Certificate of
Incorporation each authorize their board to issue preferred stock in series with
such terms as such board may designate. As described above, Matrixx's
Certificate of Incorporation authorizes the Matrixx board to establish one or
more series of preferred stock and to determine, with respect to any such
series, its terms and rights, including rights with respect to voting,
dividends, redemption and other preferences and special rights in the event of
any liquidation, dissolution, or distribution of the assets of Matrixx.

     As is presently the case with Gum Tech, the ability of the Matrixx board to
issue one or more series of preferred stock will provide Matrixx with
flexibility in structuring potential future financings and acquisitions, and in
meeting other corporate needs which might arise. The authorized shares of
Matrixx preferred stock, as well as shares of Matrixx common stock, will be
available for issuance without further action by Matrixx's stockholders, unless
such action is required by applicable law or the rules of any stock exchange or
automated quotation system on which Matrixx's securities may be listed or
traded. Nasdaq currently requires stockholder approval as a prerequisite to
listing shares in several instances, including where the present or potential
issuance of securities could result in an increase in the number of shares of
common stock, or in the amount of voting securities outstanding of at least 20%.

                                       35
<PAGE>
If the approval of Matrixx's stockholders is not required for the issuance of
shares of Matrixx preferred stock or Matrixx common stock, the Matrixx board may
not seek stockholder approval.

     Although the Matrixx board has no intention at the present time of doing
so, it could issue a series of Matrixx preferred stock that could, depending on
the terms of such series, impede the completion of a merger, tender offer or
other takeover attempt. The Matrixx board will make any determination to issue
such shares based on its judgment as to the best interests of Matrixx and its
stockholders. The Matrixx board, in so acting, could issue Matrixx preferred
stock having terms that could discourage an acquisition attempt through which an
acquiror may be able to change the composition of the Matrixx board, including a
tender offer or other transaction that some, or a majority, of Matrixx's
stockholders might believe to be in their best interests or in which
stockholders might receive a premium for their stock over the then current
market price of such stock. As is currently the case with Gum Tech, the board of
directors of Matrixx may consider making other changes to Matrixx's Certificate
of Incorporation and Bylaws that may have anti-takeover effects, including the
institution of a stockholder rights plan. Although no decision has been made in
this regard, if such action is taken, Matrixx preferred stock could be used to
implement such a plan.

ANTI-TAKEOVER LEGISLATION

     Please refer to the disclosure regarding treatment under Section 203 of the
Delaware General Corporation Law of business combinations with interested
stockholders under "How do the charter and bylaw provisions of Gum Tech and
Matrixx and the provisions of Delaware and Utah law compare - Control Shares and
Business Combinations."

     Under certain circumstances, Section 203 of the Delaware General
Corporation Law makes it more difficult for a person who would be an "interested
stockholder" to effect various business combinations with a corporation for a
three-year period. While stockholders may elect to exclude their corporation
from the restrictions imposed under Section 203, the Certificate of
Incorporation of Matrixx does not contain this exclusion. The provisions of
Section 203 may encourage a company or other person interested in acquiring
Matrixx to negotiate the acquisition in advance with the Matrixx board. This is
because if a majority of the directors of Matrixx then in office approve either
a transaction which results in the company or other person becoming an
interested stockholder or a business combination with such interested
stockholder, in each such case before the date on which such company or person
becomes an interested stockholder, there would be no requirements to obtain
Matrixx stockholder approval of the business combination with such company or
other person.

WHAT IS THE VOTE REQUIRED FOR APPROVAL OF THE PLAN OF MERGER AND WHAT DOES GUM
TECH'S BOARD RECOMMEND?

     The plan of merger, which includes a change in our state of incorporation
to Delaware and a change in name to "Matrixx Initiatives, Inc.", is subject to
the approval of the holders of a majority of our outstanding shares of common
stock. A vote approving the plan of merger will constitute specific approval of
the Merger Agreement and related matters, including adoption of the Matrixx
Certificate of Incorporation and Bylaws.

                                       36
<PAGE>
                  THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
            A VOTE "FOR" APPROVAL OF PROPOSAL 2, THE PLAN OF MERGER.

                                PERFORMANCE GRAPH

     The following line graph compares the cumulative total stockholder return
on our common stock, based on its market price, with the cumulative total
stockholder return of the Nasdaq Stock Market Index and the Russell 2000 Growth
Index. The comparisons utilize an investment of $100 on December 31, 1996, the
last date of the year in which our common stock first started trading on the
Nasdaq National Market.

                                    [GRAPH]

                                PERFORMANCE TABLE

  DATE               GUM TECH         NASDAQ           RUSSELL 2000 GROWTH
  ----               --------         ------           -------------------
12/31/96              100.00          100.00                 100.00
12/31/97              110.11          122.48                 112.46
12/31/98              125.45          172.68                 113.36
12/31/99              261.01          320.89                 161.55
12/29/00              110.11          193.01                 124.92
12/31/01              112.56          153.15                 112.99

     The Nasdaq Stock Market Index comprises all domestic shares traded on the
Nasdaq National Market and the Nasdaq SmallCap Market, excluding preferreds,
rights and warrants. The Russell 2000 Growth Index is a growth industry index
that measures the performance of the 2,000 smallest companies in the Russell
3000 Index with the highest, proportionately weighted, growth characteristics
including higher price-to-book ratios and forecasted growth values.

                RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

     The independent public accounting firm utilized by Gum Tech during the
fiscal year ended December 31, 2001, was Angell & Deering. We presently
contemplate that Angell & Deering will be retained as our principal accounting
firm throughout the fiscal year ending December 31, 2002. We anticipate that a
representative of Angell & Deering will attend the Annual Meeting for the

                                       37
<PAGE>
purpose of responding to appropriate questions. The representative will also be
afforded an opportunity to make a statement if he so desires.

     The following table shows the fees paid or accrued by Gum Tech for the
audit and other services provided by the Auditors for the fiscal year ended
December 31, 2001:

     Audit fees for the year ended December 31, 2001 and
     fees for the review of financial statements included in
     quarterly 2001 reports on Form 10-Q:                               $ 64,320

     Fees for financial information system design and implementation:   $   0.00

     Other services:(1)                                                 $101,308
                                                                        --------
     Total:                                                             $165,628
                                                                        ========

----------
(1)  Includes accounting and financial reporting services related to the sale of
     Gum Tech's chewing gum operations to Wm. Wrigley Jr. Company and the
     acquisition by Gum Tech of the remaining 40% interest in Gel Tech, L.L.C.

     The Audit Committee has considered whether the provisions of the non-audit
services referred to in the "Other services" portion of the above table
(including the footnote thereto) are compatible with maintaining the
independence of the Auditors.

                            PROPOSALS BY STOCKHOLDERS

     Any stockholder desiring to have a proposal included in our proxy statement
for our 2003 annual meeting must deliver such proposal (which must comply with
the requirements of Rule 14a-8 promulgated under the Securities Exchange Act of
1934) to our principal executive offices not later than December 31, 2002.

                           OTHER MATTERS; ADJOURNMENTS

     Our board of directors is not presently aware of any matter to be presented
at the Annual Meeting other than those described in this Proxy Statement.
However, if other matters properly come before the Annual Meeting, it is the
intention of the persons named in the accompanying proxy card to vote such proxy
card on such matters in accordance with their judgment.

     We may adjourn the Annual Meeting for certain reasons, including the need
to solicit additional proxies. Any adjournment may be made from time to time
without further notice other than by an announcement made at the Annual Meeting.

                                  ANNUAL REPORT

     A copy of our 2001 Annual Report to Stockholders which includes our
financial statements for the fiscal year ended December 31, 2001, was mailed
with this Notice and Proxy Statement on or about May 6, 2002 to all stockholders
of record on the record date. We will provide our complete Annual Report on Form
10-K at no charge to any requesting person.


                              GUM TECH INTERNATIONAL, INC.



                              William J. Hemelt
                              Executive Vice President, Chief Financial Officer,
                              Treasurer and Secretary

Phoenix, Arizona
May 6, 2002

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<PAGE>
                                   APPENDIX A

                           GUMTECH INTERNATIONAL, INC.
                             AUDIT COMMITTEE CHARTER


ORGANIZATION

The Audit Committee shall be composed of directors who are independent of the
management of the Corporation and are free of any relationship that, in the
opinion of the Board of Directors, would interfere with their exercise of
independent judgment as a Committee member.

STATEMENT OF POLICY

The Audit Committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
the investment community relating to corporate accounting, 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 Audit Committee to
maintain free and open means of communication between directors, the independent
auditors, and the financial management of the Corporation.

RESPONSIBILITIES

1.   Review and recommend for approval to the Board of Directors, the selection,
     compensation, and discharge of the independent auditors of the Corporation.

2.   Confirm and assure the independence of the independent auditor, including a
     review of management consulting services and related fees provided by the
     independent auditor.

3.   Meet with the independent auditors and financial management of the
     Corporation to review the scope of the proposed audit for the current year
     and the audit procedures to be utilized, and at the conclusion thereof,
     review such audit, including any comments or recommendations.

4.   Inquire of management and the independent auditor about significant risks
     or exposures to the Corporation, and assess the steps management has taken
     to minimize these risks.

5.   Review the financial statements contained in the (annual Form 10-K filing
     with the SEC and in the) annual report to shareholders and, if appropriate,
     recommend approval to the Board of Directors. Determine that the
     independent auditors are satisfied with the disclosure and content of the
     financial statements to be presented to shareholders and review any changes
     in accounting principles.

6.   Meet with the independent auditors, without members of management present,
     to discuss the independent auditors' evaluation of the Corporation's
     financial and accounting systems and processes, including internal
     controls, and the cooperation that the independent auditors received during
     the course of the audit.

7.   Annually review this Audit Committee Charter and, if appropriate, recommend
     changes to the Board of Directors.
<PAGE>
MANAGEMENT RESPONSIBILITIES

1.   Provide the Audit Committee with the necessary resources to discharge the
     duties and responsibilities assigned to the Committee by the Board of
     Directors.

2.   Provide the Audit Committee prompt and unrestricted access to all relevant
     financial and operational information.

3.   Provide staff support to the Audit Committee and, when requested, retain
     outside services for the Committee, including consultants.
<PAGE>
                                   APPENDIX B

                          AGREEMENT AND PLAN OF MERGER


     This AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is made as of June __,
2002, by and among Gum Tech International, Inc., a Utah corporation ("GUM TECH")
and Matrixx Initiatives, Inc., a Delaware corporation ("MATRIXX").

                                   BACKGROUND

     Gum Tech is a corporation duly organized and existing under the laws of the
State of Utah and Matrixx is a corporation duly organized and existing under the
laws of the State of Delaware.

     The authorized capital stock of Gum Tech is (i) 20,000,000 shares of common
stock, without par value ("GUM TECH COMMON STOCK"), of which _______ shares are
issued and outstanding as of _______, 2002, and (ii) 1,000,000 shares of
preferred stock, without par value ("GUM TECH PREFERRED STOCK"), of which no
shares are issued or outstanding.

     The authorized capital stock of Matrixx is (i) 30,000,000 shares of common
stock, $.001 par value ("MATRIXX COMMON STOCK"), of which one share is issued
and outstanding and held by Gum Tech, and (ii) 2,000,000 shares of preferred
stock $.001 par value ("MATRIXX PREFERRED STOCK"), of which no shares are issued
or outstanding.

     The respective boards of directors of Gum Tech and Matrixx deem it
advisable and in the best interests of their respective corporations and
stockholders that Gum Tech be merged with and into Matrixx, with Matrixx being
the surviving corporation (the "MERGER").

     The respective Boards of Directors of Gum Tech and Matrixx have approved
this Agreement by resolutions duly adopted by them in accordance with the laws
of their respective jurisdictions of incorporation.

     Gum Tech and Matrixx wish to effect the Merger as a plan of reorganization
in accordance with the provisions of Section 368 (a) (1) (F) of the Internal
Revenue Code of 1986, as amended (the "CODE").

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and in accordance with applicable law, the parties hereto agree as
follows:

                                   ARTICLE I

                                     MERGER

     1.01 MERGER; SURVIVING CORPORATION.

          (a) The effective time of the Merger (the "EFFECTIVE TIME") will occur
     at the latest of (i) the time and date that stockholders of each of Gum
     Tech and Matrixx approve this Agreement and the Merger, (ii) the time and
     date that a Certificate of Merger is duly filed with the Secretary of State
     of Delaware with respect to the Merger or such later date and time as is
<PAGE>
     set forth therein, and (iii) the time and date that Articles of Merger are
     duly filed with the Utah Division of Corporations and Commercial Code with
     respect to the Merger or such later date and time as is set forth therein.

          (b) At the Effective Time, Gum Tech will be merged with and into
     Matrixx, with Matrixx being the surviving corporation of the Merger. At the
     Effective Time, the corporate existence of Gum Tech will cease and Matrixx
     will succeed to all of the business, properties, assets, and liabilities of
     Gum Tech and Matrixx.

     1.02 CERTIFICATE OF INCORPORATION AND BYLAWS.

          (a) From and after the Effective Time, the Certificate of
     Incorporation of Matrixx, as in effect immediately before the Effective
     Time, will be the Certificate of Incorporation of Matrixx, until altered,
     amended, or repealed in accordance with the laws of the State of Delaware.

          (b) From and after the Effective Time, the Bylaws of Matrixx, as in
     effect immediately before the Effective Time, will be the Bylaws of
     Matrixx, until altered, amended, or repealed in accordance with the laws of
     the State of Delaware.

     1.03 DIRECTORS AND OFFICERS.

          (a) The number of directors of Gum Tech immediately before the
     Effective Time will be the number of directors of Matrixx from and after
     the Effective Time until such number is altered in accordance with the laws
     of the State of Delaware. The directors of Gum Tech immediately before the
     Effective Time will be the directors of Matrixx from and after the
     Effective Time and will hold office from and after the Effective Time in
     accordance with the Bylaws of Matrixx until their respective successors are
     duly appointed or elected and qualified.

          (b) The officers of Gum Tech immediately before the Effective Time
     will be the officers of Matrixx from and after the Effective Time and will
     hold the same offices from and after the Effective Time in accordance with
     the Bylaws of Matrixx until their respective successors are duly appointed
     or elected and qualified.

     1.04 TERMS OF MERGER.

          (a) At the Effective Time, the shares of capital stock of Gum Tech
     will be converted into shares of capital stock of Matrixx as follows:

               (i) each share of Gum Tech common stock issued and outstanding
          immediately before the Effective Time will, automatically and without
          further act of Gum Tech, Matrixx, or any holder thereof, be
          extinguished and converted into one issued and outstanding and fully
          paid and non-assessable share of Matrixx common stock subject to the
          same terms, conditions, and restrictions, if any, as existed
          immediately before the Effective Time; and

                                      -2-
<PAGE>
               (ii) any share of Gum Tech common stock held in the treasury
          immediately before the Effective Time will, automatically and without
          further act of Gum Tech or Matrixx, be extinguished and converted into
          one fully paid and nonassessable share of Matrixx common stock to be
          held in the treasury of Matrixx subject to the same terms, conditions,
          and restrictions, if any, as existed immediately before the Effective
          Time.

          (b) Each person who, as a result of the Merger, holds one or more
     certificates representing one or more shares of Gum Tech common stock may
     surrender any such certificate to Matrixx, and, upon such surrender,
     Matrixx will, within a reasonable time, deliver to such person, in
     substitution and exchange therefor, one or more certificates evidencing the
     number of shares of Matrixx common stock, that such person is entitled to
     receive in accordance with the terms of this Agreement, in substitution for
     the number of shares of Gum Tech common stock represented by each
     certificate so surrendered; provided, however, that no such holder will be
     required to surrender any such certificate until such certificate otherwise
     would be surrendered for transfer on the books of the issuing corporation
     in the ordinary course of business.

          (c) At the Effective Time, all of the shares of capital stock of
     Matrixx issued or outstanding immediately before the Effective Time will,
     automatically and without further act of Gum Tech, Matrixx, or any holder
     thereof, be cancelled and cease to exist, without any consideration being
     payable therefor.

          (d) At the Effective Time, each option, warrant or other right to
     purchase shares of Gum Tech common stock outstanding immediately before the
     Effective Time will, automatically and without further act of Gum Tech,
     Matrixx, or any holder thereof, become an option, warrant or other right
     (as applicable) to purchase shares of Matrixx common stock, subject to the
     same terms and conditions and at the same option price applicable to such
     option, warrant or other right immediately before the Effective Time.

                                   ARTICLE II

                                  MISCELLANEOUS

     2.01 CONSENT TO SERVICE OF PROCESS. Matrixx hereby consents and agrees,
effective as of the Effective Time, to be sued and served with process in the
State of Utah in any proceeding for the enforcement of any obligations of Gum
Tech and in any proceeding for the enforcement of the rights, if any, of a
dissenting stockholder of Gum Tech against Matrixx. Matrixx hereby irrevocably
appoints the Utah Division of Corporations and Commercial Code as its agent to
accept service of process in any such proceeding from and after the Effective
Time.

     2.02 ACCOUNTING MATTERS. Except as herein provided with respect to the
cancellation of the outstanding shares of Gum Tech, the assets, liabilities,
reserves, and accounts of Gum Tech and Matrixx will be taken up or continued on
the books of Matrixx in the respective amounts at which such assets,
liabilities, reserves, and accounts have been carried on the books of Gum Tech
and Matrixx immediately before the Effective Time, subject to such adjustments,
and such elimination of intercompany items, as may be appropriate to give effect
to the Merger.

                                      -3-
<PAGE>
     2.03 EXPENSES OF MERGER. From and after the Effective Time, Matrixx will
pay all unpaid expenses of carrying this Agreement into effect and accomplishing
the Merger.

     2.04 FURTHER ASSURANCES. If, at any time from and after the Effective Time,
Matrixx believes or is advised that any further assignment or assurance in law
is necessary or desirable to vest in Matrixx the title to any property or rights
of Gum Tech, the proper officers of Matrixx are hereby authorized, in the name
of Gum Tech or otherwise, to execute and make all such proper assignments and
assurances in law, and to do all other things necessary or proper to vest such
property or rights in Matrixx and otherwise to carry out the purposes of this
Agreement.

     2.05 APPROVAL. This Agreement will be submitted for approval by the holders
of Gum Tech common stock at an annual or special meeting of stockholders, and
this Agreement constitutes the approval thereof by written consent of Gum Tech
in its capacity as sole stockholder of Matrixx.

     2.06 TERMINATION AND ABANDONMENT. At any time before the Effective Time and
for any reason, this Agreement may be terminated and abandoned by the board of
directors of Gum Tech, notwithstanding approval of this Agreement by the
stockholders of Gum Tech and Matrixx. Upon any such termination, this Agreement
will become null and void and have no force or effect, without any liability to
any person on the part of Gum Tech or Matrixx or their respective stockholders,
directors, or officers.

     2.07 AMENDMENT. At any time before the Effective Time and for any reason,
this Agreement may be amended, notwithstanding approval of this agreement by the
stockholders of Gum Tech or Matrixx, by an agreement in writing executed in the
same manner as this Agreement; provided, however, that after approval of this
Agreement by the stockholders of Gum Tech, this Agreement may not be amended,
without such further approval as is required by law, to the extent that such
amendment would (i) alter or change the amount or kind of shares to be received
by the stockholders of Matrixx or Gum Tech in the Merger, (ii) alter or change
any term of the Certificate of Incorporation of Matrixx, or (iii) effect any
alteration or change that would adversely affect the stockholders of Gum Tech or
Matrixx.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -4-
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.



                                        GUM TECH INTERNATIONAL, INC., a Utah
                                        corporation


Attest:

By:                                     By:
   -------------------------------         -------------------------------------
   Secretary                               President



                                        MATRIXX INITIATIVES, INC., a Delaware
                                        corporation


Attest:

By:                                     By:
   -------------------------------         -------------------------------------
     Secretary                             President
<PAGE>
                                   APPENDIX C

                          CERTIFICATE OF INCORPORATION
                                       OF
                            MATRIXX INITIATIVES, INC.

                                   ARTICLE ONE

     The name of the Corporation is Matrixx Initiatives, Inc.

                                   ARTICLE TWO

     The address of the Corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street,  City of Wilmington,  County of
New Castle,  Delaware 19801. The name of its registered agent at such address is
The Corporation Trust Company.

                                  ARTICLE THREE

     The name and mailing address of the incorporator is William J. Hemelt, 2375
East Camelback Road, Suite 500, Phoenix, Arizona 85016.


                                  ARTICLE FOUR

     The purpose of the  Corporation  is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

                                  ARTICLE FIVE

     A. The Corporation is authorized to issue two classes of shares of stock to
be designated,  respectively,  "Common  Stock" and "Preferred  Stock." The total
number of shares of Common Stock that the  Corporation has authority to issue is
30,000,000  and each of these shares has a par value of $.001.  The total number
of shares of Preferred  Stock that the Corporation has the authority to issue is
2,000,000 and each of these shares has a par value of $.001.

     B. Shares of Preferred Stock may be issued from time to time in one or more
series as may from time to time be  determined  by the Board of Directors of the
Corporation, each of said series to be distinctly designated. The voting powers,
preferences and relative, participating, optional, and other special rights, and
the qualifications,  limitations,  or restrictions thereof, if any, of each such
series may differ from those of any and all other series of  Preferred  Stock at
any time  outstanding,  and the Board of Directors is hereby  expressly  granted
authority  to fix or alter,  by  resolution  or  resolutions,  the  designation,
number, voting powers, preferences, and relative,  participating,  optional, and
other special rights,  and the  qualifications,  limitations,  and  restrictions
thereof, of each such series to the fullest extent permitted by law.

                                   ARTICLE SIX

     The Board of  Directors of the  Corporation  shall have the power to adopt,
amend, and repeal any or all of the Bylaws of the Corporation.
<PAGE>
                                  ARTICLE SEVEN

     Election of members to the Board of Directors need not be by written ballot
unless the Bylaws of the Corporation shall so provide.

                                  ARTICLE EIGHT

     A. The initial Board of Directors of the  Corporation  shall consist of one
(1) person.  The name and mailing  address of the person to serve as the initial
Director is William J. Hemelt,  2375 East Camelback  Road,  Suite 500,  Phoenix,
Arizona 85016.

     B. The size of the Board of Directors  may be increased or decreased in the
manner provided in the Bylaws of the  Corporation.  All corporate  powers of the
Corporation  shall  be  exercised  by or under  the  direction  of the  Board of
Directors except as otherwise provided herein or by law.

     C. The Board of  Directors of the  Corporation  shall be divided into three
(3) classes of Directors of as nearly equal  numbers as is possible,  designated
Class 1, Class 2 and Class 3,  respectively,  serving  staggered  three (3) year
terms,  with  the  term  of  one  class  expiring  at  each  annual  meeting  of
stockholders. In such regard, the initial term of office of Directors of Class 1
shall expire at the annual meeting of  stockholders in 2003, the initial term of
office  of  Directors  of  Class  2  shall  expire  at  the  annual  meeting  of
stockholders  in 2004 and the  initial  term of office of  Directors  of Class 3
shall  expire at the annual  meeting of  stockholders  in 2005.  At each  annual
meeting of stockholders,  a number of Directors equal to the number of Directors
of the class  whose term  expires at such  meeting  (or the number of  Directors
properly  nominated and qualified for election)  shall be elected to hold office
until the third succeeding annual meeting of stockholders  after their election.
In all cases,  each  Director  shall serve until his or her  successor  has been
elected and qualified or until such Director's earlier resignation, removal from
office, death or disability.

     D.  Except  as  limited  by law,  a  Director  may only be  removed  by the
stockholders  for  cause,  and in  such  event  only  at an  annual  meeting  of
stockholders or at a special meeting of stockholders called for such purpose and
otherwise  in  conformity  with  the  Corporation's  Bylaws,  and  only  by  the
affirmative vote of the holders of sixty-five  percent (65%) of the voting power
of all the shares entitled to vote at such meeting.

                                  ARTICLE NINE

     A. No action  required  or  permitted  to be taken at an annual  meeting of
stockholders  or at a special  meeting of  stockholders  may be taken  without a
meeting  if at the time such  action  is to be taken  there are five (5) or more
holders of the Corporation's outstanding Common Stock. The power of stockholders
to  consent  in  writing,  without a  meeting,  to the  taking of any  action is
expressly  denied  hereby unless at the time of such consent there are less than
five (5) holders of the Corporation's outstanding Common Stock.

                                       2
<PAGE>
     B. Subject to the rights of the holder of any series of Preferred  Stock of
the  Corporation,  unless  otherwise  prescribed by law, special meetings of the
stockholders, for any purpose, may be called only by the Chairman, the President
or Chief  Executive  Officer  of the  Corporation,  and  shall be  called by the
President,  the Chief Executive Officer or the Secretary of the Corporation upon
a written  request  signed by a majority  of  members of the Board of  Directors
(whether or not there exists any vacancy in previously authorized  directorships
at the time any such  resolution  is  presented  to the Board of  Directors  for
adoption).

                                   ARTICLE TEN

     A. To the fullest extent permitted by the Delaware General Corporation Law,
a Director or former Director of the Corporation  shall not be personally liable
to the  Corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty  as  a  Director  of  the  Corporation,   except  for  liability
attributable  to:  (i) any  breach  of the  Director's  duty of  loyalty  to the
Corporation  or its  stockholders,  (ii) acts or omissions  not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
Section  174 of Title 8 of the  Delaware  General  Corporation  Law, or (iv) any
transaction from which the Director derived an improper personal benefit.

     B.  If the  Delaware  General  Corporation  Law  is  amended  to  authorize
corporate action further eliminating or limiting the liability of Directors, the
liability of a Director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as amended.

     C. Any  repeal or  modification  of this  Article  Ten shall not  adversely
affect  any  right or  protection  of a  Director  of the  Corporation  existing
hereunder with respect to any act or omission  occurring prior to or at the time
of such repeal or modification.

     D. The  provisions  of this  Article  Ten  shall  not be deemed to limit or
preclude indemnification of a Director by the Corporation for any liability of a
Director which has not been eliminated by the provisions of this Article Ten.

                                 ARTICLE ELEVEN

     A. The Corporation  shall to the fullest extent  authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment,  only to the extent that such amendment  permits
the  Corporation  to  provide  broader  indemnification  rights  than  such  law
permitted the  Corporation  to provide prior to such  amendment),  indemnify and
hold  harmless any person who was or is a party,  or is  threatened to be made a
party to or is  otherwise  involved  in any  threatened,  pending  or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  by reason of the fact that such  person is or was a  Director  or
officer  of  the  Corporation,  or is or  was  serving  at  the  request  of the
Corporation as a Director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other enterprise,  including service with
respect to an  employee  benefit  plan  (hereinafter  an  "Indemnitee")  against
expenses,  liabilities and losses (including attorneys' fees, judgments,  fines,
excise taxes or penalties paid in connection with the Employee Retirement Income

                                       3
<PAGE>
Security Act of 1974,  as amended,  and amounts paid in  settlement)  reasonably
incurred or suffered  by such  Indemnitee  in  connection  therewith;  PROVIDED,
HOWEVER,  that except as provided in this section with respect to proceedings to
enforce rights to  indemnification,  the  Corporation  shall  indemnify any such
Indemnitee in connection  with a proceeding (or part thereof)  initiated by such
Indemnitee  only if such proceeding or part thereof was authorized in advance by
the Board of Directors of this Corporation.

     B. The right to indemnification conferred in this section shall include the
right to be paid by the Corporation  the expenses  (including  attorneys'  fees)
incurred in defending any such  proceeding in advance of its final  disposition;
PROVIDED,  HOWEVER,  that, if the Delaware General Corporation Law requires,  an
advancement of expenses  incurred by an Indemnitee in his capacity as a Director
or officer (and not in any other capacity in which service was or is rendered by
such Indemnitee,  including, without limitation,  service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking,  by
or on behalf of such  Indemnitee,  to repay all  amounts  so  advanced  if it is
ultimately  determined  by final  judicial  decision,  from  which  there is not
further right to appeal,  that such Indemnitee is not entitled to be indemnified
for such expenses under this section or otherwise. The rights to indemnification
and to the  advancement of expenses  conferred in this section shall be contract
rights and such rights shall continue as to an Indemnitee who has ceased to be a
Director,  officer,  employee  or agent and shall  inure to the  benefit  of the
Indemnitee's heirs, executors and administrators.

     C. If a claim under the two  preceding  paragraphs  of this  section is not
paid in full by the  Corporation  within 60 days after a written  claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which case the applicable  period shall be 20 days, the Indemnitee
may at any time  thereafter  bring suit against the  Corporation  to recover the
unpaid amount of the claim.  If successful in whole or in part in any such suit,
or in a suit brought by the  Corporation  to recover an  advancement of expenses
pursuant to the terms of an undertaking,  the Indemnitee shall be entitled to be
paid also the expense of  prosecuting  or defending  such suit.  In (i) any suit
brought by the Indemnitee to enforce a right to  indemnification  hereunder (but
not in a suit brought by the  Indemnitee to enforce a right to an advancement of
expenses)  and  (ii) in any  suit  brought  by the  Corporation  to  recover  an
advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses only upon a final  adjudication  that
the Indemnitee has not met any applicable standard for indemnification set forth
in the Delaware General  Corporation Law. Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  Indemnitee  is  proper in the  circumstances
because the Indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  Indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  Indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
Indemnitee,  be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or brought by the Corporation to recover an advancement of expenses  pursuant to

                                       4
<PAGE>
the terms of an  undertaking,  the burden of proving that the  Indemnitee is not
entitled  to be  indemnified,  or to such  advancement  of  expenses  under this
section or otherwise shall be on the Corporation.

     D. The rights to  indemnification  and advancement of expenses conferred in
this  section  shall not be  exclusive  of any other rights which any person may
have or hereafter acquire under any statute,  this certificate of incorporation,
as it may be amended or  restated  from  time-to-time,  any  agreement,  vote of
stockholders or disinterested Directors, or otherwise. No amendment or repeal of
this  Article  Eleven  shall  apply  to or  have  any  effect  on any  right  to
indemnification  provided  hereunder  with  respect  to any  acts  or  omissions
occurring prior to such amendment or repeal.

     E. The Corporation shall have the power to purchase and maintain insurance,
at its expense, to protect itself and any Director,  officer,  employee or agent
of the Corporation or another corporation,  partnership, joint venture, trust or
other  enterprise  (including  an employee  benefit  plan)  against any expense,
liability  or loss,  whether  or not the  Corporation  would  have the  power to
indemnify such person against such expense, liability or loss under the Delaware
General  Corporation  Law. The Corporation may also create a trust fund, grant a
security interest and/or use other means (including,  but not limited to letters
of credit,  surety bonds  and/or  similar  arrangements),  as well as enter into
contracts  providing  indemnification to the full extent authorized or permitted
by law and  including as part thereof  provisions  with respect to any or all of
the foregoing,  to ensure the payment of such amounts as may become necessary to
effect indemnification as provided therein, or elsewhere.

     F. For purposes of this  section,  references  to the  "Corporation"  shall
include  any  subsidiary  of this  Corporation  from and after  the  acquisition
thereof by this  Corporation,  so that any person  who is a  Director,  officer,
employee  or agent of such  subsidiary  after the  acquisition  thereof  by this
Corporation  shall  stand in the same  position  under  the  provisions  of this
section as such person  would have had such person  served in such  position for
this Corporation.

     G. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of  this  section  with  respect  to  the  indemnification  and
advancement of expenses of Directors and officers of the Corporation.

                                 ARTICLE TWELVE

     The Corporation  expressly denies the application of the Arizona  Corporate
Takeover Laws, Arizona Revised Statutes ss.ss. 10-2701 et seq., or any successor
thereto.

                                ARTICLE THIRTEEN

     The  holders  of the  Common  Stock  shall  have no  preemptive  rights  to
subscribe for any shares of any class of stock of the Corporation whether now or
hereafter authorized.

                                       5
<PAGE>
                                ARTICLE FOURTEEN

     The Corporation  reserves the right to amend, alter,  change, or repeal any
provision  contained in this Certificate of Incorporation,  in the manner now or
hereafter prescribed by the Delaware General Corporation Law; provided, however,
that the  affirmative  vote of the holders of  sixty-five  percent  (65%) of the
voting  power of all the shares  entitled  to vote  generally  in an election of
Directors shall be required to amend,  alter or repeal any provision of Articles
Eight and Nine of this Certificate of Incorporation.



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                                       6
<PAGE>
     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Incorporation this 1st day of April, 2002.



                                        /s/ William J. Hemelt
                                        ----------------------------------------
                                        William J. Hemelt, Incorporator
<PAGE>
                                   APPENDIX D

                                     BYLAWS
                                       OF
                            MATRIXX INITIATIVES, INC.


                 I. REFERENCES TO CERTAIN TERMS AND CONSTRUCTION

     1.01. CERTAIN REFERENCES.  Any reference herein made to law shall be deemed
to refer to the law of the State of Delaware, including any applicable provision
of Chapter 1 of Title 8 of the Delaware Statutes,  or any successor statutes, as
from time to time  amended  and in effect  (sometimes  referred to herein as the
"Delaware  General   Corporation   Law").  Any  reference  herein  made  to  the
Corporation's  Certificate  shall  be  deemed  to refer  to its  Certificate  of
Incorporation  and all amendments  thereto as at any given time on file with the
Delaware  Secretary of State (any reference herein to that office being intended
to include  any  successor  to the  incorporating  and related  functions  being
performed by that office at the date of the initial  adoption of these  Bylaws).
Except as otherwise required by law, the term "stockholder" as used herein shall
mean one who is a holder of record of shares of the Corporation.

     1.02. SENIORITY.  The law and the Certificate (in that order of precedence)
shall in all respects be considered  senior and superior to these  Bylaws,  with
any  inconsistency  to be resolved in favor of the law and such  Certificate (in
that  order of  precedence),  and with these  Bylaws to be deemed  automatically
amended from time to time to  eliminate  any such  inconsistency  which may then
exist.

     1.03.  COMPUTATION  OF TIME. The time during which an act is required to be
done,  including the time for the giving of any required notice herein, shall be
computed by excluding  the first day or hour,  as the case may be, and including
the last day or hour.

                                   II. OFFICES

     2.01.  PRINCIPAL  OFFICE.  The principal office or place of business of the
Corporation  in the  State of  Delaware  shall be the  registered  office of the
Corporation in the State of Delaware.  The Corporation may change its registered
office  from time to time in  accordance  with the  relevant  provisions  of the
Delaware  General  Corporation Law. The Corporation may have such other offices,
either  within or without the State of Delaware,  as the Board of Directors  may
designate or as the business of the Corporation may require from time to time.

                                III. STOCKHOLDERS

     3.01. ANNUAL  STOCKHOLDER  MEETING.  The annual meeting of the stockholders
shall be held on such date, at such time and place, either within or without the
State of Delaware, as shall be fixed by the Board of Directors and stated in the
notice of the meeting, at which meetings the stockholders shall elect members of
the Board of Directors by a plurality  vote and transact such other  business as
may properly come before the meeting.

     3.02. SPECIAL STOCKHOLDER MEETINGS.  Subject to the rights of the holder of
any series of preferred stock of the Corporation, unless otherwise prescribed by
law  or by the  Certificate,  special  meetings  of the  stockholders,  for  any
purpose,  may be called only by the Chairman,  the President or Chief  Executive
<PAGE>
Officer  of the  Corporation,  and shall be called by the  President,  the Chief
Executive  Officer or the Secretary of the  Corporation  upon a written  request
signed by a majority of members of the Board of Directors  (whether or not there
exists any vacancy in previously  authorized  directorships at the time any such
resolution is presented to the Board of Directors for adoption). Any business to
be  transacted  at a special  meeting of  stockholders  must be  confined to the
purposes  stated  in  the  notice  of the  stockholders'  meeting  and  to  such
additional  matters as the  chairman  of the  meeting may rule to be relevant to
such purposes.  The Board of Directors shall designate the place for any meeting
of stockholders,  and if no designation is made, the stockholders' meeting shall
take place at the principal office of the Corporation.

     3.03. NOTICE OF STOCKHOLDERS MEETINGS.

          (a) REQUIRED NOTICE.  Except as otherwise  allowed or required by law,
written  notice  stating  the  place,  day and  hour of any  annual  or  special
stockholders  meeting  shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting by or at the direction of the person or
persons  calling  the  meeting,  to each  stockholder  entitled  to vote at such
meeting and to any other  stockholder  entitled to receive notice of the meeting
by law or the  Certificate.  Such notice may be given  either  personally  or by
sending a copy  thereof  through the mail,  by  telegraph,  by private  delivery
service (including  overnight courier),  or by facsimile  transmission,  charges
prepaid,  to each stockholder at his or her address as it appears on the records
of the  Corporation.  If the notice is sent by mail,  by telegraph or by private
delivery  service,  it shall be deemed to have been given to the person entitled
thereto when  deposited in the United States mail or with a telegraph  office or
private delivery service for transmission to such person.  If the notice is sent
by  facsimile  transmission,  it  shall  be  deemed  to  have  been  given  upon
transmission,  if transmission  occurs on a business day before 5:00 p.m. at the
place  of  receipt,  and  upon  the  business  day  following  transmission,  if
transmission occurs after 5:00 p.m.

          (b) ADJOURNED MEETING.  If any stockholders  meeting is adjourned to a
different date, time, or place,  notice need not be given of the new date, time,
and place,  if the new date,  time,  and place are  announced  at the meeting at
which the  adjournment is taken.  But if the adjournment is for more than thirty
(30)  days,  or if after  the  adjournment  a new  record  date is fixed for the
adjourned  meeting,  then notice of the adjourned meeting shall be given to each
stockholder of record entitled to such notice pursuant to SECTION 3.03(A).

          (c) WAIVER OF NOTICE.  Any  stockholder  may waive notice of a meeting
(or any notice of any other action required to be given by the Delaware  General
Corporation Law, the Corporation's  Certificate,  or these Bylaws),  at any time
before, during, or after the meeting or other action, by a writing signed by the
stockholder  entitled to the notice.  Each such waiver shall be delivered to the
Corporation  for inclusion in the minutes or filing with the corporate  records.
Attendance of a stockholder at a meeting shall  constitute a waiver of notice of
the  meeting,  except  when the  stockholder  attends a meeting  for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

                                       2
<PAGE>
          (d)  CONTENTS  OF  NOTICE.  The  notice of each  special  stockholders
meeting  shall  include a  description  of the purpose or purposes for which the
meeting is called.  Except as required by law or the Corporation's  Certificate,
the notice of an annual  stockholders  meeting need not include a description of
the purpose or purposes for which the meeting is called.

     3.04.  FIXING OF RECORD DATE. For the purpose of  determining  stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment thereof, or in order to make a determination of stockholders for any
other proper purpose,  the Board of Directors may fix a date as the record date,
which  record date shall not precede the date upon which the  resolution  fixing
the record date is adopted by the Board of Directors. In the case of determining
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, such record date shall not be more than sixty (60) days
nor less than ten (10) days  prior to the date of such  meeting.  In the case of
determining  stockholders  entitled  to consent to  corporate  action in writing
without a meeting  (which  entitlement  shall be limited as set forth in SECTION
3.15),  the record date shall not be more than ten (10) days after the date upon
which  the  resolution  fixing  the  record  date is  adopted  by the  Board  of
Directors.  In the case of determining  stockholders entitled to receive payment
of any  dividend  or  other  distribution  or  allotment  of any  rights  or the
stockholders  entitled  to  exercise  any  rights  in  respect  of  any  change,
conversion or exchange of stock,  or for the purpose of any other lawful action,
the record date shall be not more than sixty (60) days prior to such action.  If
no record  date is so fixed by the Board of  Directors,  the record date for the
determination  of  stockholders  shall be as  provided in the  Delaware  General
Corporation Law.

     When a determination  of  stockholders  entitled to notice of or to vote at
any meeting of stockholders has been made as provided in this SECTION 3.04, such
determination  shall  apply to any  adjournment  thereof,  unless  the  Board of
Directors fixes a new record date.

     3.05.  STOCKHOLDER  LIST. The officer who has charge of the stock ledger of
the  Corporation  shall  make,  at least ten (10) days before  every  meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged in alphabetical order, and showing the address and the number
of shares held by each. The  stockholder  list shall be available for inspection
by any  stockholder,  for any purpose  germane to the meeting,  during  ordinary
business hours, for a period of at least ten (10) days prior to the meeting at a
place  within the city where the  meeting is to be held,  which  place  shall be
specified in the meeting notice, or, if not so specified, at the place where the
meeting is to be held.  The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof,  and may be inspected by any
stockholder  who is present.  Except as  otherwise  provided by law,  failure to
comply with this  SECTION 3.05 shall not affect the validity of any action taken
at the meeting.

     3.06. STOCKHOLDER QUORUM AND VOTING REQUIREMENTS. Unless otherwise provided
in the Certificate, these Bylaws or as required by law:

                                       3
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          (a) a majority of the shares  entitled  to vote,  present in person or
represented by proxy, shall constitute a quorum at a meeting of stockholders:

          (b)  in  all  matters  other  than  the  election  of  directors,  the
affirmative  vote of the  majority  of shares  voting for or against the subject
matter shall be at the act of the stockholders;

          (c) directors shall be elected by a plurality of the votes cast at the
meeting; and

          (d)  where a  separate  vote by a class  or  classes  is  required,  a
majority of the outstanding  shares of such class or classes,  present in person
or represented by proxy,  shall constitute a quorum entitled to take action with
respect to that vote on that matter and the affirmative  vote of the majority of
shares of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class.

     Except as provided  below,  voting shall be by ballot on any question as to
which a ballot  vote is  demanded  prior to the time the  voting  begins  by any
person entitled to vote on such question; otherwise, a voice vote shall suffice.
Unless otherwise  provided in the Certificate,  all elections of directors shall
be by written  ballot.  No ballot or change of vote shall be accepted  after the
polls have been declared  closed  following the ending of the announced time for
voting.

     3.07. PROXIES.  At all meetings of stockholders,  a stockholder may vote in
person  or by  proxy  duly  executed  in  writing  by  the  stockholder  or  the
stockholder's duly authorized attorney-in-fact. Such proxy shall comply with law
and  shall be filed  with  the  Secretary  of the  Corporation  or other  person
authorized  to tabulate  votes  before or at the time of the  meeting.  No proxy
shall be valid  after  three (3)  years  from the date of its  execution  unless
otherwise  provided  in the proxy.  The burden of proving  the  validity  of any
undated,  irrevocable,  or  otherwise  contested  proxy  at  a  meeting  of  the
stockholders  shall  rest with the  person  seeking  to  exercise  the  same.  A
facsimile  appearing  to  have  been  transmitted  by a  stockholder  or by such
stockholder's duly authorized attorney-in-fact may be accepted as a sufficiently
written and executed proxy.

     3.08. VOTING OF SHARES. Unless otherwise provided in the Certificate or the
Delaware General  Corporation Law, each outstanding share entitled to vote shall
be entitled to one (1) vote upon each matter submitted to a vote at a meeting of
stockholders.

     3.09.  ELECTION  INSPECTORS.  The Board of  Directors,  in  advance  of any
meeting of the stockholders,  may appoint an election inspector or inspectors to
act at such meeting (and at any adjournment  thereof).  If an election inspector
or  inspectors  are not so  appointed,  the chairman of the meeting may, or upon
request  of  any  person  entitled  to  vote  at the  meeting  will,  make  such
appointment.  If any person appointed as an inspector fails to appear or to act,
a substitute may be appointed by the chairman of the meeting. If appointed,  the
election  inspector or inspectors (acting through a majority of them if there be
more  than  one)  shall  determine  the  number  of  shares   outstanding,   the
authenticity,  validity,  and  effect of  proxies,  the  credentials  of persons
purporting to be  stockholders  or persons named or referred to in proxies,  and
the number of shares  represented  at the meeting in person and by proxy;  shall
receive and count votes, ballots, and consents and announce the results thereof;
shall hear and determine all challenges and questions  pertaining to proxies and

                                       4
<PAGE>
voting;  and, in general,  shall  perform  such acts as may be proper to conduct
elections  and  voting  with  complete  fairness  to all  stockholders.  No such
election inspector need be a stockholder of the Corporation.

     3.10.   ORGANIZATION   AND  CONDUCT  OF  MEETINGS.   Each  meeting  of  the
stockholders  shall be called to order and thereafter chaired by the Chairman of
the Board of  Directors  if there is one,  or, if not, or if the Chairman of the
Board is absent or so requests,  then by the President,  or if both the Chairman
of the Board and the  President are  unavailable,  then by such other officer of
the  Corporation  or  such  stockholder  as may be  appointed  by the  Board  of
Directors.  The Corporation's  Secretary or in his or her absence,  an Assistant
Secretary shall act as secretary of each meeting of the stockholders. If neither
the Secretary nor an Assistant  Secretary is in attendance,  the chairman of the
meeting  may  appoint  any  person  (whether  a  stockholder  or  not) to act as
secretary  for the  meeting.  After  calling a meeting  to order,  the  chairman
thereof may require the  registration of all  stockholders  intending to vote in
person and the filing of all proxies with the election  inspector or inspectors,
if one or more  have been  appointed  (or,  if not,  with the  secretary  of the
meeting).  After the  announced  time for such filing of proxies  has ended,  no
further  proxies or changes,  substitutions,  or revocations of proxies shall be
accepted.  If directors are to be elected,  a tabulation of the proxies so filed
will, if any person entitled to vote in such election so requests,  be announced
at the meeting (or  adjournment  thereof)  prior to the closing of the  election
polls.  Absent a  showing  of bad faith on his or her part,  the  chairman  of a
meeting will, among other things,  have absolute  authority to fix the period of
time allowed for the registration of stockholders and the filing of proxies,  to
determine  the  order  of  business  to be  conducted  at such  meeting,  and to
establish  reasonable  rules for  expediting  the  business  of the  meeting and
preserving the orderly conduct thereof (including any informal,  or question and
answer portions thereof).

     3.11.  STOCKHOLDER  APPROVAL OR  RATIFICATION.  The Board of Directors  may
submit any contract or act for approval or ratification of the stockholders at a
duly constituted  meeting of the stockholders.  Except as otherwise  required by
law, if any  contract or act so  submitted is approved or ratified by a majority
of the  votes  cast  thereon  at such  meeting,  the same  shall be valid and as
binding upon the  Corporation  and all of its  stockholders as it would be if it
were the act of its stockholders.

     3.12. INFORMALITIES AND IRREGULARITIES. All informalities or irregularities
in any call or  notice  of a  meeting  of the  stockholders  or in the  areas of
credentials,  proxies,  quorums,  voting,  and similar matters,  shall be deemed
waived if no objection is made at the meeting.

     3.13. NOMINATION OF DIRECTORS. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors of the
Corporation.  Nominations  of persons for election to the Board of Directors may
be made at any annual meeting of stockholders  (a) by or at the direction of the
Board of  Directors  (or any duly  authorized  committee  thereof) or (b) by any
stockholder of the Corporation (i) who is a stockholder of record on the date of
the giving of the notice  provided  for in this  SECTION  3.13 and on the record
date for the  determination  of  stockholders  entitled  to vote at such  annual
meeting  and (ii) who  complies  with the  notice  procedures  set forth in this
SECTION 3.13.

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<PAGE>
     In addition to any other  applicable  requirements,  for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation, as prescribed below.

     No person shall be elected to the Board of Directors of the  Corporation at
an  annual  meeting  of  the  stockholders  or  at  a  special  meeting  of  the
stockholders  called for that purpose unless, with respect to a person nominated
by a  stockholder  of the  Corporation,  a written  notice of nomination of such
person by the  stockholder  was received by the Secretary of the Corporation not
earlier  than one hundred  and twenty  (120) days and not later than ninety (90)
days prior to the anniversary  date of the immediately  preceding annual meeting
if an annual meeting, or seven (7) days after notice of the meeting is mailed to
stockholders  if a special  meeting.  Each such notice shall set forth:  (a) the
name and address of the  stockholder  who intends to make the  nomination and of
the person or persons to be nominated; (b) a representation that the stockholder
is a holder  of  record  of stock of the  Corporation  entitled  to vote at such
meeting  (including  the  number  of shares  of stock of the  Corporation  owned
beneficially  or of record by such  stockholder and the nominee or nominees) and
intends to appear in person or by proxy at the meeting to nominate the person or
persons  specified  in the notice;  (c) a  description  of all  arrangements  or
understandings between the stockholders and each nominee and any other person or
persons  (naming  such person or persons)  pursuant to which the  nomination  or
nominations  are to be made  by the  stockholder;  (d)  such  other  information
regarding each nominee  proposed by such stockholder as would have been required
to be included  in a proxy  statement  filed  pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated,  or intended
to be nominated, by the Board of Directors;  and (e) the consent of each nominee
to serve as a director of the Corporation if so elected.

     No person shall be eligible  for election as a director of the  Corporation
unless  nominated in accordance  with the  procedures  set forth in this SECTION
3.13. If the chairman of the meeting  determines  that a nomination was not made
in accordance with the foregoing  procedures,  the chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.

     Notwithstanding  compliance  with the  foregoing  provisions,  the Board of
Directors  shall not be obligated to include  information as to any  stockholder
nominee  for  director in any proxy  statement  or other  communication  sent to
stockholders.

     3.14. BUSINESS AT STOCKHOLDER MEETINGS. No business may be transacted at an
annual or  special  meeting of  stockholders  other  than  business  that is (a)
specified in the notice of meeting (or any  supplement  thereto)  given by or at
the  direction  of the  Board of  Directors  (or any duly  authorized  committee
thereof),  (b)  otherwise  properly  brought  before  the  meeting  by or at the
direction of the Board of Directors (or any duly authorized  committee thereof),
or (c) otherwise  properly  brought before the meeting by any stockholder of the
Corporation  (i) who is a stockholder of record on the date of the giving of the
notice  provided  for in  this  SECTION  3.14  and on the  record  date  for the
determination  of  stockholders  entitled  to vote at such  meeting and (ii) who
complies with the notice procedures set forth in this SECTION 3.14.

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     In  addition  to any other  applicable  requirements,  for  business  to be
properly  brought  before an annual or special  meeting by a  stockholder,  such
stockholder  must have given timely notice thereof in proper written form to the
Secretary  of the  Corporation.  To be  timely,  a  stockholder's  notice to the
Secretary must be delivered to or mailed and received at the principal executive
offices of the  Corporation,  (i) in the case of an annual meeting,  not earlier
than one hundred and twenty (120) days and not later than ninety (90) days prior
to the anniversary date of the immediately  preceding annual meeting;  PROVIDED,
HOWEVER,  that in the event that the annual meeting is called for a date that is
not within thirty (30) days before or after such anniversary date, notice by the
stockholder  in order to be timely must be so received  not later than the close
of business on the tenth day  following the day on which such notice of the date
of the annual  meeting was mailed or such public  disclosure  of the date of the
meeting  was made,  whichever  first  occurs,  and (ii) in the case of a special
meeting, seven (7) days after notice of the meeting is mailed to stockholders.

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth as to each  matter  such  stockholder  proposes  to bring  before  the
meeting (i) a brief description of the business desired to be brought before the
meeting and the reasons for  conducting  such business at the meeting,  (ii) the
name and  record  address  of such  stockholder,  (iii) the class or series  and
number of shares of capital stock of the Corporation that are owned beneficially
or of record by such  stockholder,  (iv) a description  of all  arrangements  or
understandings  between  such  stockholder  and  any  other  person  or  persons
(including their names) in connection with the proposal of such business by such
stockholder and any material  interest of such  stockholder in such business and
(v) a  representation  that such  stockholder  intends to appear in person or by
proxy at the meeting to bring such business before the meeting.

     No  business  may  be  conducted  at  an  annual  or  special   meeting  of
stockholders  except business  brought before the meeting in accordance with the
procedures  set  forth in this  SECTION  3.14,  PROVIDED,  HOWEVER,  that,  once
business has been properly  brought  before the meeting in accordance  with such
procedures,  nothing in this SECTION 3.14 shall be deemed to preclude discussion
by any stockholder of any such business. If the chairman of an annual or special
meeting determines that business was not properly brought before such meeting in
accordance  with the  foregoing  procedures,  the chairman  shall declare to the
meeting that the business was not properly  brought  before the meeting and such
business shall not be transacted.

     3.15 NO ACTION BY WRITTEN  CONSENT.  No action  required or permitted to be
taken  at  an  annual  meeting  of  stockholders  or  at a  special  meeting  of
stockholders  may be taken without a meeting if at the time such action is to be
taken there are five (5) or more holders of the Corporation's outstanding common
stock.  The power of stockholders to consent in writing,  without a meeting,  to
the taking of any action is expressly  denied  hereby unless at the time of such
consent  there are less than five (5) holders of the  Corporation's  outstanding
common stock

                             IV. BOARD OF DIRECTORS

     4.01.  GENERAL POWERS. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.

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     4.02.  NUMBER,  TENURE,  AND  QUALIFICATION OF DIRECTORS.  Unless otherwise
provided in the  Certificate,  the authorized  number of directors  shall be not
less than [three (3)] and not more than [nine (9)].  The number of  directors in
office from time to time shall be within the limits specified  above,  except as
prescribed  initially in the  Certificate and thereafter as prescribed from time
to time by  resolution  adopted  by either the  stockholders  or by the Board of
Directors upon the affirmative vote of at least two-thirds of the directors then
in  office.  The  Board  of  Directors,  upon the  affirmative  vote of at least
two-thirds of the directors then in office,  shall have the power to increase or
decrease its size within the aforesaid limits and to fill any vacancies that may
occur in its membership,  whether  resulting from an increase in the size of the
Board or otherwise.  Each director  shall hold office until his or her successor
is duly  elected  and  qualified  or until  his or her  earlier  resignation  or
removal.  Directors  do not need to be  residents  of the State of  Delaware  or
stockholders of the Corporation.

     4.03. REGULAR MEETINGS OF THE BOARD OF DIRECTORS.  A regular annual meeting
of the  Board  of  Directors  is to be held as soon  as  practicable  after  the
adjournment of each annual meeting of the  stockholders,  either at the place of
the stockholders  meeting or at such other place as the directors elected at the
stockholders  meeting may have been informed of at or prior to the time of their
election.  Additional  regular meetings may be held at regular intervals at such
places and at such times as the Board of Directors may determine.

     4.04.  SPECIAL MEETINGS OF THE BOARD OF DIRECTORS.  Special meetings of the
Board of Directors may be held whenever and wherever called for by the Chairman,
the  President,  the Chief  Executive  Officer,  or the number of directors that
would be required to constitute a quorum.

     4.05. NOTICE OF, AND WAIVER OF NOTICE FOR,  DIRECTORS  MEETINGS.  No notice
need be given of regular meetings of the Board of Directors.  Notice of the time
and place  (but not  necessarily  the  purpose  or all of the  purposes)  of any
special  meeting shall be given to each  director in person or by telephone,  or
electronic  mail or facsimile  transmission.  Notice to any director of any such
special meeting shall be deemed given sufficiently in advance when (i), if given
by mail,  the same is deposited in the United States mail at least four (4) days
before the  meeting  date,  with  postage  thereon  prepaid,  (ii),  if given by
facsimile  transmission,  the same is transmitted at least 24 hours prior to the
convening  of the meeting,  or (iii),  if  personally  delivered  (including  by
overnight courier) or given by telephone or electronic mail, the same is handed,
or the substance thereof is communicated telephonically or electronically to the
director or to an adult member of his or her office staff or household, at least
24 hours prior to the convening of the meeting. Any director may waive notice of
any meeting and any adjournment thereof at any time before,  during, or after it
is held, as provided by law. Except as provided in the next sentence below,  the
waiver must be in writing,  signed by the director  entitled to the notice,  and
filed with the minutes or corporate  records.  The attendance of a director at a
meeting  shall  constitute a waiver of notice of such  meeting,  except when the
person attends a meeting for the express purpose of objecting,  at the beginning
of the meeting,  to the  transaction of any business  because the meeting is not
lawfully called or convened.

     4.06.  DIRECTOR QUORUM. A majority of the total number of directors then in
office shall  constitute a quorum for the transaction of business at any meeting
of the Board of Directors, unless the Certificate requires a greater number.

                                       8
<PAGE>
     4.07. DIRECTORS, MANNER OF ACTING.

          (a) The affirmative  vote of a majority of the directors  present at a
meeting at which a quorum is present  shall be the act of the Board of Directors
unless the  Certificate or these Bylaws require a greater  percentage and except
as otherwise required by law.

          (b) Any or all  directors  may  participate  in a regular  or  special
meeting by, or conduct the meeting through the use of,  conference  telephone or
similar communications  equipment by means of which all persons participating in
the  meeting  may hear each  other,  in which case any  required  notice of such
meeting may generally  describe the arrangements  (rather than or in addition to
the place) for the holding  thereof.  A director  participating  in a meeting by
this means is deemed to be present in person at the meeting.

          (c) A director  who is present at a meeting of the Board of  Directors
or a  committee  of the Board of  Directors  when  corporate  action is taken is
deemed to have assented to the action taken unless:  (1) the director objects at
the beginning of the meeting (or promptly upon his or her arrival) to holding it
or transacting  business at the meeting; or (2) his or her dissent or abstention
from the action taken is entered in the minutes of the meeting; or (3) he or she
delivers  written  notice of his or her dissent or  abstention  to the presiding
officer of the meeting before its adjournment or to the Corporation  before 5:00
p.m.  on the next  business  day after the  meeting.  The  right of  dissent  or
abstention  is not  available  to a  director  who votes in favor of the  action
taken.

     4.08.  DIRECTOR ACTION WITHOUT A MEETING.  Any action required or permitted
to be taken by the  Board of  Directors  at a  meeting  may be taken  without  a
meeting  if the  action is taken by  unanimous  written  consent of the Board of
Directors  as  evidenced  by one  (1) or more  written  or  electronic  consents
describing the action taken, signed, either manually or electronically,  by each
director and filed with the minutes or proceedings of the Board of Directors.

     4.09.  REMOVAL  OF  DIRECTORS  BY  STOCKHOLDERS.  Except as  limited by the
Certificate  or by law, a director may only be removed by the  stockholders  for
cause,  and in such event  only at an annual  meeting  of  stockholders  or at a
special  meeting  of  stockholders  called for such  purpose  and  otherwise  in
conformity with these Bylaws, and only by the affirmative vote of the holders of
[sixty-five  percent  (65%)] of the voting  power of all the shares  entitled to
vote at such meeting.

     4.10.  BOARD  OF  DIRECTOR  VACANCIES.   Unless  the  Certificate  provides
otherwise and except as otherwise  provided by law, any vacancy or newly created
directorship  may be filled  by a  majority  of the  directors  then in  office,
although less than a quorum, or by a sole remaining director.

     4.11. DIRECTOR COMPENSATION.  Unless otherwise provided in the Certificate,
by resolution  of the Board of  Directors,  each director may be paid his or her
expenses, if any, of attendance at each meeting of the Board of Directors or any
committee  thereof,  and may be paid a stated  salary as director or a fixed sum
for  attendance  at each  meeting  of the Board of  Directors  or any  committee
thereof,  or both. No such payment shall  preclude any director from serving the
Corporation in any capacity and receiving compensation therefor.

                                        9
<PAGE>
     4.12. DIRECTOR COMMITTEES.

          (a) CREATION OF COMMITTEES.  The Board of Directors may create one (1)
or more  committees  and appoint  members of the Board of  Directors to serve on
them.  Each  committee  shall  have one (1) or more  members,  who  serve at the
pleasure of the Board of Directors.

          (b) SELECTION OF MEMBERS.  The creation of a committee and appointment
of members to it shall be approved by a majority of the directors in office when
the action is taken.  The Board of Directors may designate one or more directors
as  alternate  members  of  any  committee,   who  may  replace  any  absent  or
disqualified  member  at  any  meeting  of the  committee.  In  the  absence  or
disqualification  of any member of a  committee,  the member or members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
she or they constitute a quorum,  may unanimously  appoint another member of the
Board of  Directors  to act at the  meeting  in the place of any such  absent or
disqualified member.

          (c) REQUIRED  PROCEDURES.  SECTIONS  4.03 through 4.08 of this Article
IV, which govern meetings, action without meetings, notice and waiver of notice,
and  quorum  and  voting  requirements  of the  Board  of  Directors,  apply  to
committees and their members.

          (d)  AUTHORITY.  Unless limited by the  Certificate  and except to the
extent  limited  by law,  each  committee  may  exercise  those  aspects  of the
authority  of the Board of Directors  which the Board of Directors  confers upon
such committee in the resolution creating the committee.

     4.13.  DIRECTOR  RESIGNATIONS.  Any director or committee member may resign
from  his  or  her  office  at any  time  by  written  notice  delivered  to the
Corporation as required by law. Any such resignation shall be effective upon its
receipt  unless some later time is therein  fixed,  and then from that time. The
acceptance of a resignation shall not be required to make it effective.

     4.14.  INTERESTED  DIRECTORS.   No  contract  or  transaction  between  the
Corporation  and  one or more of its  directors  or  officers,  or  between  the
Corporation  and any  other  corporation,  partnership,  association,  or  other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or  transaction,  or solely because such director's vote
is counted  for such  purpose if (i) the  material  facts as to such  director's
relationship  or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or  committee  in good faith  authorizes  the  contract  or  transaction  by the
affirmative votes of a majority of the disinterested directors,  even though the
disinterested  directors be less than a quorum; or (ii) the material facts as to
such  director's  relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote thereon, and the
contract or  transaction is  specifically  approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of  the  time  it is  authorized,  approved  or  ratified,  by the  Board  of
Directors, a committee thereof or the stockholders.  Interested directors may be

                                       10
<PAGE>
counted in  determining  the  presence  of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                   V. OFFICERS

     5.01.  EXECUTIVE  OFFICERS;  ELECTION;  QUALIFICATIONS;   TERM  OF  OFFICE;
RESIGNATION;  REMOVAL; VACANCIES. The Board of Directors shall elect a President
and Secretary,  and it may, if it so determines,  choose a Chairman of the Board
and a Vice Chairman of the Board from among its members.  The Board of Directors
may also choose one or more executive  officers,  Vice  Presidents,  one or more
Assistant  Secretaries,  a Treasurer and one or more Assistant Treasurers.  Each
such officer shall hold office until the first meeting of the Board of Directors
after the annual meeting of  stockholders  next  succeeding his or her election,
and until his or her  successor  is elected  and  qualified  or until his or her
earlier resignation or removal.  Any officer may resign at any time upon written
notice to the Corporation. The Board of Directors may remove any officer with or
without cause at any time,  but such removal  shall be without  prejudice to the
contractual rights of such officer, if any, with the Corporation.  Any number of
offices may be held by the same person.  Any vacancy  occurring in any office of
the  Corporation by death,  resignation,  removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors.

     5.02  POWERS  AND  DUTIES  OF  EXECUTIVE  OFFICERS.  The  officers  of  the
Corporation  shall  have  such  powers  and  duties  in  the  management  of the
Corporation  as may be prescribed  by the Board of Directors  and, to the extent
not so provided,  as generally pertain to their respective  offices,  subject to
the control of the Board of  Directors.  The Board of Directors  may require any
officer,  agent or employee to give security for the faithful performance of his
or her duties.

                 VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     6.01. CERTIFICATES FOR SHARES.

          (a)  CONTENT.  Certificates  representing  shares  of the  Corporation
shall, at a minimum, state on their face the name of the issuing corporation and
that it is  formed  under  the laws of the  State of  Delaware,  the name of the
person to whom issued, and the number and class of shares and the designation of
the series,  if any, the  certificate  represents.  Such  certificates  shall be
signed (either  manually or by facsimile to the extent  allowable by law) by any
of the Chairman of the Board (if any), the President,  or any Vice-President and
by the  Secretary or any  assistant  secretary or the Treasurer or any assistant
treasurer  of the  Corporation,  and may be sealed  with a  corporate  seal or a
facsimile thereof.  Each certificate for shares shall be consecutively  numbered
or otherwise identified and shall exhibit such information as may be required by
law. If a supply of unissued  certificates  bearing the facsimile signature of a
person  remains  when that person  ceases to hold the office of the  Corporation
indicated on such  certificates  or ceases to be the transfer agent or registrar
of  the   Corporation,   they  may  still  be  issued  by  the  Corporation  and
countersigned,  registered,  issued, and delivered by the Corporation's transfer
agent and/or registrar  thereafter,  as though such person had continued to hold
the office indicated on such certificate.

                                       11
<PAGE>
          (b) LEGEND AS TO CLASS OR SERIES.  If the Corporation is authorized to
issue  different  classes  of shares or  different  series  within a class,  the
powers,  designations,  preferences, and relative,  participating,  optional, or
other special rights applicable to each class or series and the  qualifications,
limitations, or restrictions of such preference and/or rights shall be set forth
in full or  summarized on the front or back of each  certificate  as required by
law.  Alternatively,  each  certificate  may state on its front or back that the
Corporation  shall furnish a stockholder this information on request and without
charge.

          (c)  STOCKHOLDER  LIST.  The name and  address  of the  person to whom
shares are issued, with the number of shares and date of issue, shall be entered
on the stock transfer books of the Corporation.

          (d) LOST CERTIFICATES. In the event of the loss, theft, or destruction
of any certificate  representing shares of the Corporation or of any predecessor
corporation, the Corporation may issue (or, in the case of any such shares as to
which a transfer  agent and/or  registrar have been  appointed,  may direct such
transfer  agent and/or  registrar  to  countersign,  register,  and issue) a new
certificate,  and cause the same to be delivered to the registered  owner of the
shares represented  thereby;  provided that such owner shall have submitted such
evidence showing the  circumstances of the alleged loss,  theft, or destruction,
and his, her, or its ownership of the certificate,  as the Corporation considers
satisfactory,  together  with any other  facts  that the  Corporation  considers
pertinent;  and further  provided that, if so required by the  Corporation,  the
owner shall provide a bond or other indemnity in form and amount satisfactory to
the Corporation (and to its transfer agent and/or registrar, if applicable).

     6.02. REGISTRATION OF THE TRANSFER OF SHARES.  Registration of the transfer
of shares of the  Corporation  shall be made only on the stock transfer books of
the  Corporation.  In order to  register  a  transfer,  the record  owner  shall
surrender the shares to the Corporation for  cancellation,  properly endorsed by
the  appropriate   person  or  persons  with  reasonable   assurances  that  the
endorsements are genuine and effective. Unless the Corporation has established a
procedure  by which a  beneficial  owner of shares  held by a  nominee  is to be
recognized by the Corporation as the owner, the Corporation shall be entitled to
treat the registered  owner of any share of the capital stock of the Corporation
as the absolute owner thereof and, accordingly,  shall not be bound to recognize
any beneficial,  equitable, or other claim to, or interest in, such share on the
part of any other person,  whether or not it has notice  thereof,  except as may
expressly be provided by applicable  law,  including as may be  contemplated  by
Title 6, Subtitle I, Article 8 of the Delaware code (or any comparable successor
statutes), as in effect from time to time.

     6.03. SHARES WITHOUT CERTIFICATES. The Board of Directors may authorize the
issuance  of  uncertificated   shares  by  the  Corporation  and  may  prescribe
procedures  for the  issuance  and  registration  of  transfer  thereof and with
respect to such other matters as the Board of Directors  shall deem necessary or
appropriate.

                                       12
<PAGE>
                               VII. DISTRIBUTIONS

     7.01. DISTRIBUTIONS. Subject to such restrictions or requirements as may be
imposed by applicable law or the  Corporation's  Certificate or as may otherwise
be binding upon the  Corporation,  the Board of Directors  may from time to time
declare,  and the Corporation may pay or make,  dividends or other distributions
to its stockholders.

                              VIII. CORPORATE SEAL

     8.01.  CORPORATE  SEAL.  The Board of Directors may provide for a corporate
seal of the  Corporation  that  shall have  inscribed  thereon  any  designation
including the name of the Corporation,  Delaware as the state of  incorporation,
the year of incorporation, and the words "Corporate Seal."

                                 IX. AMENDMENTS

     9.01. AMENDMENTS.  The Corporation's Board of Directors may amend or repeal
these Bylaws unless the  Certificate  or the Delaware  General  Corporation  Law
reserve any particular exercise of this power exclusively to the stockholders in
whole or part.  The  stockholders  may amend or repeal  these Bylaws even though
these Bylaws may also be amended or repealed by its Board of Directors.

                                       13
<PAGE>

                          GUM TECH INTERNATIONAL, INC.
                         ANNUAL MEETING OF STOCKHOLDERS
                                  JUNE 18, 2002
               PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


     The undersigned hereby constitutes and appoints CARL J. JOHNSON and WILLIAM
J. HEMELT, and each of them individually,  with full power of substitution,  the
true and  lawful  attorney  and proxy of the  undersigned,  to attend the annual
meeting of the stockholders of GUM TECH  INTERNATIONAL,  INC. (the "Company") to
be held at the Ritz Carlton Phoenix,  2401 E. Camelback Road, Phoenix,  Arizona,
on June 18, 2002 at 10:00 a.m. (local time), and any adjournment thereof, and to
vote the  shares  of common  stock of the  Company  standing  in the name of the
undersigned,  as  directed  below,  with all the  powers the  undersigned  would
possess if personally present at the meeting.

     Proposal No. 1: To elect six directors to the Company's  Board to serve for
     the next year or until their successors are elected.

     Nominees: EDWARD E.  FABER,  WILLIAM C. EGAN,  CARL J.  JOHNSON,  EDWARD J.
               WALSH, WILLIAM A. YUAN AND MICHAEL A. ZEHER

     ________  VOTE for all nominees except those whose names are written on the
               line provided below (if any).

     ____________________________________________________

     ________  VOTE WITHHELD on all nominees

     Proposal  No. 2: To approve  the plan of merger of Gum Tech  International,
     Inc.  with and into  Matrixx  Initiatives,  Inc., a  wholly-owned  Delaware
     subsidiary corporation.

     ________  VOTE for the plan of merger.

     ________  VOTE against the plan of merger.

     ________  VOTE WITHHELD on proposal.

     PLEASE PROMPTLY DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS  INDICATED HEREIN. IF
NO SPECIFIC  DIRECTIONS ARE GIVEN,  THIS PROXY WILL BE VOTED FOR APPROVAL OF ALL
NOMINEES  LISTED HEREIN,  FOR APPROVAL OF THE PROPOSALS  LISTED HEREIN AND, WITH
RESPECT TO ANY OTHER  BUSINESS  AS MAY  PROPERLY  COME  BEFORE THE  MEETING,  IN
ACCORDANCE WITH THE DISCRETION OF THE PROXIES.

     DATED: _________________________, 2002


                                        ________________________________________
                                        (Signature)


                                        ________________________________________
                                        (Signature)


                                        When signing as executor, administrator,
                                        attorney,  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.  If a joint tenancy,
                                        please have both joint tenants sign.

</TEXT>
</DOCUMENT>