RICHTON INTERNATIONAL CORPORATION

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

                    Notice of Annual Meeting of Stockholders
                            to be held April 26, 2000

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





      The Annual Meeting of  Stockholders of Richton  International  Corporation
(the  "Company")  will be held at the New York Athletic  Club,  180 Central Park
South,  New York,  New York,  on April 26, 2000 at 11:00 a.m. for the purpose of
considering and acting upon the following:

      1.    Election of three directors.

      2.    Approval of the Richton  International  Corporation  2000  Long-Term
            Incentive Plan.

      3.    Confirmation  of the  appointment of Arthur Andersen & Co. L.L.P. as
            independent auditors for the calendar year ending December 31, 2000.

      4.    Such other  business as may legally  come before the meeting and any
            adjournments or postponements thereof.

      The Board of  Directors  has fixed the close of business on March 17, 2000
as the record date for determining the  stockholders  having the right to notice
of and to vote at the  meeting.  For a period  of a least  10 days  prior to the
meeting,  the Company will make  available at its offices a complete list of the
stockholders  entitled  to vote  at the  meeting  showing  the  address  of each
stockholder and the number of shares  registered in the name of each stockholder
as of the record date. You are cordially invited to attend.

                                            By order of the Board of Directors

                                            FRED R. SULLIVAN
                                            Chairman of the Board

      New York, New York
      March 22, 2000

                                    IMPORTANT
================================================================================
           In order to ensure your representation at the meeting, you
          are urged to sign, date and return the enclosed proxy in the
             enclosed envelope (on which no postage is necessary if
                          mailed in the United States).
================================================================================

<PAGE>

                        RICHTON INTERNATIONAL CORPORATION

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

                                 PROXY STATEMENT

                       For Annual Meeting of Stockholders
                            to be held April 26, 2000

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

      Proxies in the form  enclosed  with this Proxy  Statement are solicited by
the Board of Directors of Richton  International  Corporation  ("Richton" or the
"Company") to be used at the Annual Meeting of  Stockholders to be held at 11:00
a.m. on April 26, 2000 at the New York  Athletic  Club,  180 Central Park South,
New  York,  New  York  or at any  adjournments  or  postponements  thereof  (the
"Meeting"),  for the  purposes  set forth in the Notice of Annual  Meeting.  The
Company's principal executive offices are located at 767 Fifth Avenue, New York,
New York 10153.  This Proxy Statement and the form of proxy will first be mailed
to stockholders on or about March 22, 2000.

                          THE VOTING AND VOTE REQUIRED

      On the record date for the Meeting,  March 17, 2000 (the  "Record  Date"),
there  were  3,006,237  shares of common  stock,  par value  $.10 per share (the
"Common Stock")  outstanding,  each of which is entitled to one vote. A majority
of the  outstanding  shares  entitled  to vote must be present at the Meeting in
person or by proxy to constitute a quorum.  Directors are elected by a plurality
of the votes cast (i.e.,  the three  nominees  with the highest  number of votes
will be elected).  The  affirmative  vote of a majority of the votes cast at the
Meeting is required for the approval to the Company's 2000  Long-Term  Incentive
Plan (the "Plan" or the "2000 Plan") and for the confirmation of the appointment
of the independent  auditors.  Abstentions and broker non-votes will be included
for purposes of determining the presence of a quorum but will be disregarded and
have no  effect  on the  outcome  of the vote on any  matters  presented  at the
Meeting.

      All shares  represented by valid proxies will be voted in accordance  with
the instructions  contained  thereon.  As to the election of the directors,  the
proxy will be voted in favor of the nominees for director  named herein unless a
direction is  indicated  to withhold  authority to vote for either of the listed
nominees.  As to the approval of the Plan and confirmation of the appointment of
independent  auditors,  the proxy  will be voted in favor of each such  proposal
unless a direction is given to vote  against or to abstain from voting  thereon.
Any  stockholder  executing  and returning a proxy has the power to revoke it at
any time before its exercise  (i) by filing with the  Secretary of the Company a
written instruction revoking it, (ii) by submitting a later dated proxy or (iii)
by attending the Meeting and voting in person.


<PAGE>



                                   PROPOSAL 1

                              ELECTION OF DIRECTORS

      The Company's By-laws provide that the Board of Directors shall be divided
into  three  Classes  as nearly  equal as may be  possible  with terms of office
having staggered expiration dates. In accordance with the Company's By-laws, the
Board of  Directors  has fixed the number of directors of the Company at six. At
the Meeting,  the stockholders will be asked to elect two directors to the Class
having a  three-year  term which  expires at the 2003  Annual  Meeting,  and one
director to the Class  having a term which  expires at the 2001 Annual  Meeting.
The three other  directors,  constituting  the members of the two Classes  whose
terms  of  office  expire  at the 2001 and  2002  Annual  Meetings,  will not be
nominees  for  election at the  Meeting,  and will  continue in office until the
expiration of their respective terms.

                   Nominees for Election to Office for a term
                       expiring at the 2003 Annual Meeting

RICHARD P. BARNITT,  61,  Financial and accounting  consultant.  Mr. Barnitt was
      formerly Senior Vice President and Chief Financial  Officer of Kidde, Inc.
      He is a financial  consultant  to the Company and serves as a director and
      member of the Audit Committee of Joule, Inc.

DONALD A. McMAHON, 69, Private Investor. Mr. McMahon was the President and Chief
      Executive Officer of Royal Crown  Corporation,  Inc. from 1975 to 1985 and
      the President of Baker Industries from 1970 to 1974. Mr. McMahon currently
      serves as a director of Intelligent  Systems Corp. He was first elected as
      Director of the Company in 1997 and presently  serves on the  Compensation
      and Audit Committee.

                    Nominee for Election to Office for a term
                       expiring at the 2001 Annual Meeting

STANLEY J. LEIFER, 70, President of Stanley J. Leifer Associates, management and
      marketing  consultants.  Mr.  Leifer  was Vice  President,  Marketing  for
      Braunstein Co. Inc., a manufacturer of jewelry, since November,  1995. Mr.
      Leifer  was  Vice  President,  Marketing  for  Paul  H.  Gesswein  Co.,  a
      distributor  of tools  equipment  and  supplies  for the  manufacturer  of
      jewelry, from March 1992 until October,  1995. From March 1990 until March
      1992, Mr. Leifer served as Vice President,  Marketing for  CitiTraffic,  a
      traffic  information  service.  Mr. Leifer was first elected a director in
      1993 and presently serves on the Audit Committee.

                    Director to continue in Office for a term
                       expiring at the 2001 Annual Meeting

THOMAS J. HILB, 62, President and Chief Executive Officer of Hilb & Co., Inc., a
      real estate development company (1982 to date). Mr. Hilb was first elected
      as a  Director  of  the  Company  in  1973  and  presently  serves  on the
      Compensation Committee.

                   Directors to continue in Office for a term
                       expiring at the 2002 Annual Meeting

FRED  R. SULLIVAN,  85, Chairman of the Board and Chief Executive Officer of the
      Company since May 1989. Formerly Chairman and President of Interim Systems
      Corporation,  a supplier of temporary  personnel  and health care services
      (September  1987-December  1990). Prior to 1987, Mr. Sullivan was Chairman
      of the Board and President of Kidde,  Inc., a  multi-market  manufacturing
      and  service   organization.   Currently   serves  as  Director  of  Sequa
      Corporation. Mr. Sullivan served as a Director of the Company from 1977 to
      1980 and since  1981.  Mr.  Sullivan  presently  serves  on the  Executive
      Committee.

NORMAN E. ALEXANDER,  85,  Chairman of the Board and Chief Executive  Officer of
      Sequa  Corporation,  a  company  that  manufactures,   repairs  and  coats
      components of gas turbine engines and produces military electro-optics and
      machinery for the manufacture and printing of seamless  aluminum  beverage
      cans.  Mr.  Alexander  was first  elected as a Director  of the Company in
      September 1990 and presently serves on the Executive Committee.


                                       2
<PAGE>

                        BOARD OF DIRECTORS AND COMMITTEES

      The Board of  Directors  held four  meetings in calendar  year 1999.  Each
director  attended  100% of the  aggregate  number of  meetings of the Board and
committees on which he served during 1999.

      The Company has Audit,  Executive and Compensation  Committees.  The Board
does not have a Nominating Committee.  The Audit Committee met once in 1999. The
Compensation  Committee met twice in 1999. The Executive  Committee did not meet
in 1999.

      The principal functions of the Audit Committee are to make recommendations
to the Board as to the engagement of independent  auditors,  to review the scope
of the audit and the  auditors'  fees,  to discuss the results of the audit with
the  independent  auditors and determine  what action,  if any, is required with
respect  to  Richton's  internal  controls  and to  make  a  general  review  of
developments  in financial  reporting  and  accounting.  In addition,  the Audit
Committee reviews,  considers and reports to the Board of Directors with respect
to any  transactions  which  could  involve  actual or  potential  conflicts  of
interest  between the Company and any of its officers,  directors or affiliates.
The members of the Audit  Committee are Donald A. McMahon and Stanley J. Leifer,
neither of whom is an employee of the Company.

      The  Compensation  Committee  reviews and approves  employment  agreements
with, and annual salaries,  bonuses, profit participation and other compensation
of,  executives of the Company,  and  administers  and grants benefits under the
Company's Long Term Incentive  Plan. The members of the  Compensation  Committee
are Thomas J. Hilb and Donald A. McMahon.

Director Compensation

      Each non-employee Director, receives and annual retainer of $18,000.00 and
$500.00 per Committee  Meeting,  for those  Committee  Meetings held on a day on
which there is no Board Meeting.


                                       3
<PAGE>

                             PRINCIPAL STOCKHOLDERS

      The following table shows certain  information  with respect to beneficial
ownership  of shares of the  Common  Stock as of March 17,  2000 by all  persons
known  to the  Company  to be the  beneficial  owners  of  more  than  5% of the
Company's outstanding shares:

<TABLE>
<CAPTION>
                                                             Shares
                                                          Beneficially       Percent
Name & Address of Beneficial Owner                           Owned         of Class (1)
----------------------------------                           -----        ------------
<S>                                                       <C>                <C>
Fred R. Sullivan ................................         1,643,197(2)       48.2%
c/o Richton International Corporation
767 Fifth Avenue, New York, New York

FRS Capital Company, LLC ........................         1,239,274(3)       36.3%
c/o Richton International Corporation
767 Fifth Avenue, New York, New York

The Franc M. Ricciardi Residuary Trust ..........           208,923(4)        6.9%
c/o Richton International Corporation
767 Fifth Avenue, New York, New York

Fred A. Sullivan ................................           407,000(5)       13.5%
857 Fifth Avenue, New York, New York
</TABLE>

----------
(1)   In  determining  the  percent of class,  shares  which  could be  acquired
      through the  exercise of stock  options and  warrants  that are  presently
      exercisable or exercisable  within 60 days are deemed  outstanding for the
      purpose of computing that person's, but only that person's, percentage.

(2)   Includes  (i) 208,923  shares  owned by the Franc M.  Ricciardi  Residuary
      Trust,  of which Mr.  Fred R.  Sullivan is the sole  trustee,  (ii) 70,000
      shares which may be acquired through the exercise of stock options, all of
      which are currently exercisable, (iii) shares held in FRS Capital Company,
      LLC (see Note (3) below) and (iv) 20,000  shares  issued in December  1998
      and 20,000  shares  issued in August 1999,  pursuant to  restricted  stock
      grants  which  provides  for vesting at the rate of one-third in each year
      commencing on December 1, 1998 and August 8, 1999, respectively.  Does not
      include 27,000 shares owned by Mr.  Sullivan's  wife, of which Mr. Fred R.
      Sullivan disclaims beneficial ownership.

(3)   These shares were  transferred  from Mr. Fred R.  Sullivan to this company
      and include  336,250 shares which may be acquired  through the exercise of
      warrants  which are  currently  exercisable.  While Mr.  Sullivan has sole
      voting  authority  over the shares held by FRS Capital  Company,  LLC, his
      son,  Fred A.  Sullivan,  has a majority  equity  interest  in FRS Capital
      Company, LLC.

(4)   Does not  include  62,107  shares  owned  directly  by Mrs.  Rosemarie  S.
      Ricciardi, widow of Franc M. Ricciardi, former Chairman of Richton.

(5)   Does not include  shares held by FRS Capital  Company,  LLC.  See Note (3)
      above.


                                       4
<PAGE>

        SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

      The following table sets forth information  regarding beneficial ownership
of the Common Stock,  as of March 17, 2000, by the  directors,  nominees for the
Board of Directors, persons named in the Summary Compensation table below and by
the directors and executive officers as a group:

<TABLE>
<CAPTION>
                                                              Shares Beneficially      Percent of
            Beneficial Owner                                        Owned               Class(1)
            ----------------                                        -----               --------
            <S>                                                   <C>                     <C>
            Fred R. Sullivan ............................         1,643,197(2)            48.2%
            Norman E. Alexander .........................             5,000                   *
            Richard P. Barnitt ..........................             1,000                   *
            David R.Ficca ...............................             8,500                   *
            Cornelius F. Griffin ........................           112,000                3.7%
            Thomas J. Hilb ..............................            51,137                1.7%
            Stanley J. Leifer ...........................            16,551                   *
            Donald A. McMahon ...........................             3,000                   *
            All Directors and Officers
              as a group ("7" persons) ..................         1,840,385(2)            53.9%
</TABLE>

----------
*     Less than one percent (1%).

(1)   In  determining  the  percent of class,  shares  which  could be  acquired
      through the  exercise of stock  options and  warrants  that are  presently
      exercisable or exercisable  within 60 days are deemed  outstanding for the
      purpose of computing that person's, but only that person's, percentage.

(2)   Includes  (i) 208,923  shares  owned by the Franc M.  Ricciardi  Residuary
      Trust,  of which Mr.  Fred R.  Sullivan is the sole  trustee,  (ii) 70,000
      shares which may be acquired through the exercise of stock options, all of
      which are currently exercisable, (iii) shares held in FRS Capital Company,
      LLC (see Note (3) under  Principal  Stockholders  Table)  and (iv)  20,000
      shares issued in December 1998 and August 1999, respectively,  pursuant to
      restricted stock grants which provide for vesting at the rate of one-third
      in each  year  commencing  on  November  30,  1998  and  August  8,  1999,
      respectively. Does not include 27,000 shares owned by Mr. Sullivan's wife,
      of which Mr. Fred R. Sullivan disclaims beneficial ownership.


                                       5
<PAGE>

             COMPENSATION OF EXECUTIVE OFFICERS AND RELATED MATTERS

      The  following  table  sets  forth the  compensation  information  for the
Company's  Chief Executive  Officer and the only other executive  officer of the
Company whose total  compensation in 1999 exceeded $100,000 for the three fiscal
years ended December 31, 1999:

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                             Long Term
                                                         Annual Compensation            Compensation Awards
                                                         -------------------          ------------------------
                                                                                      Securities    Restricted
Name and                                                                              Underlying      Stock
Principal Position                         Year          Salary         Bonus          Options       Award(1)
------------------                         ----          ------         -----          -------       --------
<S>                                        <C>          <C>            <C>              <C>          <C>
Fred R. Sullivan ...................       1999         $250,000       $     0               0       $277,000
Chairman and                               1998          250,000             0               0        170,000
Chief Executive Officer                    1997          250,000        85,000          30,000              0

Cornelius F. Griffin ...............       1999          150,000        60,000               0              0
Vice President and                         1998          150,000        50,000               0              0
Chief Financial Officer                    1997          150,000        35,000               0              0
</TABLE>

----------
(1)   Value of restricted  shares of Richton common stock on date of grant. Such
      shares  vest over a  three-year  period and are subject to  forfeiture  or
      acceleration under certain conditions. Mr. Sullivan held a total of 33,333
      shares of  restricted  stock as of December 31, 1999 which,  on that date,
      had an aggregate market value of $472,000.

    Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

<TABLE>
<CAPTION>
                                                                                    Value of Unexercised in-
                        Share Acquired   Value Realized   Number of Unexercised          the-Money Options
                         On Exercise(#)      ($)(1)       Options at Year End (#)        at Year End($)(1)

Name                                                     Exercisable/Unexercisable    Exercisable/Unexercisable
---------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>                 <C>                         <C>
Fred R. Sullivan .......     50,000         $599,000            70,000/0                    720,000/0
</TABLE>


----------
(1)   Value is the difference  between the market value of the Company's  common
      stock on December  31, 1999 and the  exercise  price.  The closing  market
      price on December 31, 1999 was $14 3/16 per share.


           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The following persons served on the Compensation Committee during the last
completed calendar year: Thomas J. Hilb and Donald A. McMahon.  No member of the
Compensation Committee had any relationship constituting an interlock or insider
participation under Item 402(j) of Regulation S-K.


                                       6
<PAGE>

         REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

      The  overall  objectives  of the  Company's  compensation  program  are to
attract and retain the best possible executive talent.

      The primary  element of the  Company's  compensation  program  consists of
fixed  compensation  in the form of base  salary and  discretionary  cash bonus.
Another  element of the  Company's  compensation  program  consists  of variable
compensation  in the form of stock options and  restricted  stock grants ("stock
awards").  The Compensation  Committee's  policies with respect to each of these
elements,  including the bases for the compensation awarded to Mr. Sullivan, the
Company's chief executive officer, are discussed below.

      Base Salaries.  Base salaries for executive  officers are determined based
upon the  Compensation  Committee's  evaluation of the  responsibilities  of the
position held, the experience of the individual,  reference to historical levels
of salary  paid by the  Company,  the cash  flow  needs of the  Company  and the
relative performance of the Company.

      Cash  Bonus.  When  appropriate  in  light  of  the  prevailing   business
conditions,  the  Compensation  Committee  approves  a grant of a cash  bonus to
certain executive officers. In determining whether to award such bonuses and the
amounts of any such bonuses, the Compensation  Committee considers those factors
that it deems most  relevant  at the time,  including  the  executive  officer's
performance, subjectively determined, for the year.

      Incentive  Compensation  Awards.  The third  component  of an  executive's
compensation  is stock  awards.  Stock awards  reflect the  Company's  desire to
provide an equity  incentive  for the  executive  officers  to have the  Company
prosper over the long term.  The exercise price of stock option awards is set at
a price  equal to or greater  than the market  price of the Common  Stock at the
time of the grant. The options  therefore do not have any value to the executive
unless the market price of the Common  Stock  rises.  The number of stock awards
granted in any year is based upon the discretion of the Compensation  Committee.
In 1999, the  Compensation  Committee  awarded  restricted stock grants covering
20,000 shares.

      Chief  Executive   Officer   Compensation.   In  setting  Mr.   Sullivan's
compensation,  the Compensation  Committee considered factors such as individual
performance (without reference to any specific  performance-related targets) and
individual  experience  and expertise,  subject,  however,  to the  Compensation
Committee's  intention  to continue to provide Mr.  Sullivan  with a base salary
which  the  Compensation  Committee  considers  to be low  relative  to  what it
believes to be the  compensation  levels of chief executives of other comparable
companies  (generally,  privately held companies of similar size in the industry
and not the companies  included in the peer group index) and subject to the cash
flow needs of the Company.  No  particular  weight is given by the  Compensation
Committee to any one of the foregoing factors.

      The  Compensation  Committee  intends to limit  executive  compensation in
order to maximize cash flow and to ensure full  deductibility of compensation in
light of the limitation on the  deductibility of certain  compensation in excess
of one million  dollars  under  Section  162(m) of the Internal  Revenue Code as
amended.  Based on current  levels of base salary,  the  Compensation  Committee
recommended  no  adjustment  with  respect  to  compensation  in  light of these
limitations.   The  Compensation   Committee  considers  it  unlikely  that  the
limitations  will apply to  compensation  of its executive  officers in the near
future.

                                                      The Compensation Committee
                                                      of the Board of Directors

                                                      Thomas J. Hilb, Chairman
                                                      Donald A. McMahon


                                       7
<PAGE>

                                PERFORMANCE GRAPH

      The following  graph  illustrates the return that would have been realized
(assuming  reinvestment  of  dividends)  by an  investor  who  invested  $100 on
December 31, 1994 in each of (i) the Company's  Common Stock,  (ii) the American
Stock  Exchange  Market  Value  Index  and  (iii) a market  capitalization  of a
selected peer group of companies.

                  Comparison of 5-Year Cumulative Total Return*
                    Among Richton International Corporation
                   The AMEX Market Index and Peer Group Index1


               [The following table was depicted as a line chart]

             * $100 INVESTED ON DEC. 31, 1994 IN STOCK OR INDEX --
                      INCLUDING REINVESTMENT OF DIVIDENDS
                          FISCAL YEAR ENDING DEC. 31.
<TABLE>
<CAPTION>
                                                           Fiscal Year Ending
                                 ----------------------------------------------------------------------
Company                          1994        1995         1996          1997         1998         1999
-------                          ----        ----         ----          ----         ----         ----
<S>                               <C>       <C>          <C>           <C>          <C>          <C>
Richton International             100        94.74       126.32        177.19       256.14       403.51
Peer Group                        100       133.74       208.42        245.66       171.13       175.62
AMEX Market                       100       128.68       130.73        163.50       175.49       224.19
</TABLE>

----------
(1)   Includes Central Garden & Pet Co., Central Sprinkler Corp.,  Hughes Supply
      Inc.,  Lindsay  Manufacturing  Co.,  SCP Pool Corp.,  Toro Co. and Valmont
      Industries Inc.


                                       8
<PAGE>

                     RELATED TRANSACTIONS AND OTHER MATTERS

      In October 1993, Fred R. Sullivan,  Chairman of the Board of Directors and
Chief Executive Officer of the Company,  loaned the Company $1,181,250  pursuant
to an unsecured  subordinated  promissory note (the "1993 Promissory  Note"). In
October  1999,  the Company made final  payment on the  remaining  principal and
interest due. In March 1995, Mr. Sullivan loaned the Company $1,000,000 pursuant
to an unsecured  subordinated  promissory note (the "1995 Promissory Note"). The
1995  Promissory  Note  bears  interest  at a rate  of 10%  per  annum,  payable
quarterly,  and  provides  for  the  payment  of  principal  in ten  semi-annual
installments.  In connection  with such loan,  Mr.  Sullivan was issued  100,000
warrants to acquire  100,000  shares of the Company's  common stock at $3.00 per
share which  represented  the fair  market  value at the time of  issuance.  The
remaining balance on the outstanding loan, as of December 31, 1999 is $150,000.

      Mr.  David R.  Ficca,  a  Director,  also  serves as a  consultant  to the
Company.  He  received  an initial  payment of $40,000 in  January,  1999 and is
currently paid $5,000 per month.  He received no Director's  fees as a member of
the  Company's  Board and will  retire from the Board  effective  on the meeting
date.

                                   PROPOSAL 2

                  APPROVAL OF THE 2000 LONG-TERM INCENTIVE PLAN

      The Board of Directors  and  stockholders  of the Company have  previously
approved the 1990 Long-Term  Incentive Plan (the "1990 Plan")  covering  415,000
shares.  To date,  options or stock  awards  covering  355,000  shares have been
granted under the 1990 Plan.  The Board of Directors  believes that an incentive
plan  remains a  desirable  way to attract and retain  executives  and other key
employees and consultants of the Company.  However, the 1990 Plan, by its terms,
expires  on June 11,  2000.  Accordingly,  the Board  has  adopted,  subject  to
stockholder approval, the 2000 Long-Term Incentive Plan (the "Plan" or the "2000
Plan") for use in  connection  with the issuance of  nonqualified  and incentive
stock options and restricted stock grants to key employees,  including  officers
and  consultants,  who  render  significant  services  to the  Company  and  its
subsidiaries.  The 2000 Plan is substantially  identical to the 1990 Plan except
that the number of shares  subject  to grants or awards  under the 2000 Plan has
been set at  100,000.  Any shares  remaining  unused  (not  subject to grants or
awards) under the 1990 Plan will not be available for grants or awards after the
adoption  of the 2000 Plan.  At  present,  approximately  ten  persons  would be
eligible to receive grants or awards under the Plan.

                        The Board of Directors recommends
                            A vote FOR this proposal.

Summary of Material Provisions of the Plan

      The  purpose  of  the  Plan  is  to  provide  management  with  sufficient
flexibility regarding the forms of incentive  compensation that the Company will
have  at  its  disposal  in  rewarding  employees  and  consultants  who  render
significant  services to the Company by offering key personnel  equity ownership
in the Company.

      The Plan,  as  proposed,  is  printed in full and  attached  to this Proxy
Statement  as  Exhibit  A, and is  incorporated  herein by  reference.  The Plan
summary  contained  herein is qualified in its entirety by reference to the full
text of the Plan.

      The Plan is administered by the Compensation  Committee (the "Committee"),
which shall  consist of two or more  members of the Board who are  "non-employee
directors"  within the meaning of Rule 16b-3 of the  Securities  Exchange Act of
1934, as amended the ("Exchange  Act"). The Committee shall have full authority,
subject to the  provisions  of the Plan,  among other  things,  to determine the
persons  to  whom  stock  options  or  restricted  stock  awards  (collectively,
"Awards") will be granted, to determine the exercise price of the stock options,
to determine terms and conditions of Awards and to prescribe,  amend and rescind
rules and regulations relating to the Plan.

      Grants  of  Awards  may be  made  under  the  Plan  to key  employees  and
consultants  of the  Company  and its  subsidiaries,  in the  discretion  of the
Committee.  Stock options may be either  "incentive stock options," as such term
is defined in Section 422 of the Internal  Revenue Code of 1986, as amended (the
"Code"), or nonqualified stock options. The exercise price of a stock option may
not be less than the fair market  value per share of Common Stock on the date of
grant.  Stock options shall be  exercisable at the times and upon the conditions
that  the  Committee  may  determine,  as  reflected  in  the  applicable  Award
agreement.  The exercise period shall be determined by the Committee;  provided,
however,  that in the case of an incentive  stock option,  such exercise  period
shall not exceed ten years from the date of grant of such incentive stock option
and in the case of  nonqualified  stock  options,  such exercise  period may not
exceed ten years and one day.


                                       9
<PAGE>

      In the event that the  employment or service of a grantee shall  terminate
(other than by reason of death, disability or cause), all stock options that are
not  exercisable at the time of such  termination  shall terminate and all stock
options that are  exercisable at the time of such  termination  may be exercised
for a period of three months  immediately  following such termination (but in no
case after the stock  options  expire in accordance  with their  terms).  In the
event that the employment or service of a grantee shall be terminated for cause,
all stock  options  held by the  grantee at the time of such  termination  shall
terminate.  In the event  that the  employment  or  service  of a grantee  shall
terminate  by reason of death or  disability,  all  stock  options  that are not
exercisable  at the  time of such  termination  shall  terminate  and all  stock
options that are  exercisable at the time of such  termination  may be exercised
for a period of one year immediately  following such termination (but in no case
after the stock options expire in accordance with their terms).

      Incentive  stock options will be designed to comply with the provisions of
the Code, and will be subject to restrictions  contained in the Code.  Incentive
stock  options  will be granted at not less than fair market  value of the stock
subject to the  option on the date of grant and will  extend for a term of up to
ten years.  Incentive stock options granted to any person who owns more than 10%
of the combined  voting power of the Company's  outstanding  securities  must be
granted at prices that are not less than 110% of fair  market  value and may not
extend for more than five years.

      The purchase price of Common Stock  purchased upon the exercise of a stock
option may be paid in cash or, in the discretion of the  Committee,  by delivery
of Common Stock owned by the grantee or in combination of cash and Common Stock.

      Restricted stock may be granted to participants. The Committee may provide
that a  restricted  stock  award  will vest  upon the  satisfaction  of  certain
restrictions,  including  restrictions based on service. In general,  restricted
shares  may not be sold,  transferred  or  hypothecated,  and the stock  will be
placed in  escrow,  until  restrictions  are  removed  or  expire.  Grantees  of
restricted  stock shall have voting  rights and receive  dividends  prior to the
time when restrictions lapse.

      Awards granted under the Plan shall not be transferable  otherwise than by
will or by the laws of descent and  distribution.  The Plan may, at any time and
from time to time, be altered, amended, suspended, or terminated by the Board of
Directors,  in whole or in part;  provided  that,  any amendment  increasing the
number of shares  subject to the Plan,  extending  the  duration  of the Plan or
changing  categories  of persons who are  eligible to receive  Awards  under the
Plan,  shall  not  be  effective  unless  approved  by  the  requisite  vote  of
stockholders.  In addition, no amendment may be made which adversely affects any
of the rights of a grantee  under any Award  theretofore  granted,  without such
grantee's consent.

Unless  terminated  earlier by the Board of  Directors,  the Plan will expire on
March 14, 2010.

      The  benefits to be derived  from the Plan to the  eligible  participating
individuals  and groups cannot be estimated,  as grants will be made in the sole
discretion of the Committee, based on a variety of factors.

                Certain Federal Income Tax Consequences of Awards

      The following discussion is a brief summary of the principal United States
Federal income tax  consequences  under current Federal income tax laws relating
to Awards under the Plan.  This summary is not  intended to be  exhaustive  and,
among other things,  does not describe state,  local or foreign income and other
tax consequences.

Options

      Non-Qualified  Stock  Options.  An optionee will not recognize any taxable
income upon the grant of a nonqualified stock option and the Company will not be
entitled to a tax deduction  with respect to the grant of a  nonqualified  stock
option. Upon exercise,  the excess of the fair market value of a share of Common
Stock on the  exercise  date over the option  exercise  price will be taxable as
ordinary  income to the optionee and will be subject to  applicable  withholding
taxes. The Company will generally be entitled to a tax deduction at such time in
the amount of such ordinary income.

      In the  event  of a sale of a share  of  Common  Stock  received  upon the
exercise of a nonqualified  stock option, any appreciation or depreciation after
the exercise  date  generally  will be taxed as capital gain or loss and will be
long-term  capital  gain or loss if the holding  period for such Common Stock is
more than one year.


                                       10
<PAGE>

      Incentive Stock Options. An optionee will not recognize any taxable income
at the time of grant or timely  exercise of an  incentive  stock  option and the
Company  will not be entitled to a tax  deduction  with respect to such grant or
exercise.  Exercise of an  incentive  stock  option may,  however,  give rise to
taxable  compensation income subject to applicable  withholding taxes, and a tax
deduction to the Company,  if the  incentive  stock option is not exercised on a
timely  basis  (generally,  while the  optionee is  employeed  by the Company or
within 90 days after termination of employment) or if the optionee  subsequently
engages in a  "disqualifying  disposition,"  as described  below.  The amount by
which the fair  market  value of the  Common  Stock on the  exercise  date of an
incentive  stock option exceeds the exercise  price  generally will increase the
optionee's "alternative minimum taxable income."

      A sale or exchange by an optionee of shares  acquired upon the exercise of
an incentive stock option more than one year after the transfer of the shares to
such optionee and more than two years after the date of grant will result in any
difference between the net sale proceeds and the exercise price being treated as
long-term capital gain (or loss) to the optionee. If such sale or exchange takes
place within two years after the date of grant of the incentive  stock option or
within one year from the date of transfer of the  incentive  stock option shares
to  the   optionee,   such  sale  or  exchange  will   generally   constitute  a
"disqualifying disposition" of such shares that will have the following results:
any excess of (i) the lesser of (a) the fair  market  value of the shares at the
time of exercise and (b) the amount realized on such  disqualifying  disposition
of the  shares  over (ii) the  option  exercise  price of such  shares,  will be
ordinary income to the optionee,  subject to applicable  withholding  taxes, and
the Company  will be entitled to a tax  deduction  in the amount of such income.
Any further  gain or loss after the date of exercise  generally  will qualify as
capital gain or loss and will not result in any deduction by the Company.

      Exercise with Shares.  If an optionee uses  previously  acquired shares of
Common Stock to pay the  exercise  price of an option,  the  optionee  would not
ordinarily  recognize  any  taxable  income to the extent that the number of new
shares of Common Stock  received upon exercise of the option does not exceed the
number of  previously  acquired  shares so used.  If  non-recognition  treatment
applies to the payment for option shares with previously  acquired  shares,  the
tax basis of the option shares received without recognition of taxable income is
the same as the basis of the shares  surrendered  as payment.  In the case of an
incentive  stock  option,  if a greater  number  of  shares  of Common  Stock is
received upon exercise than the number of shares  surrendered  in payment of the
option  price,  such  excess  shares  will have a zero basis in the hands of the
holder. Where a nonqualified stock option is being exercised,  the option holder
will be required to include in gross income (and the Company will be entitled to
deduct) an amount equal to the fair market value of the additional shares on the
date the option is exercised less any cash paid in connection  with the exercise
of another option whether or not an incentive stock option,  and if, at the time
of such  transfer,  the stock so  transferred  has not been held for the holding
period  required  in  order to  receive  favorable  treatment  under  the  rules
governing  incentive  stock  options,  then such  transfer  will be treated as a
disqualifying disposition of the shares so transferred.

      Restricted  Stock  Grant  Agreements.  The  grant of  shares  pursuant  to
restricted stock grant agreements will not be taxable to the recipient until the
termination of the restricted period with respect thereto,  unless the recipient
makes  an  election  under  Section  83(b)  of  the  Code  (the  "Section  83(b)
election"), within 30 days after the shares are issued, to be taxed on the award
at the time it is made. If a Section 83(b)  election is not made,  the recipient
will  recognize  ordinary  income in the year of  termination  of the restricted
period equal to the fair market  value of the shares at the time of  termination
of the  restricted  period (less any amount paid for the  shares).  If a Section
83(b) election is made, the recipient will recognize income in the year in which
such recipient is granted the restricted  shares.  The disposition of the shares
following  the  termination  of  the  restricted   period  will  result  in  tax
consequences  similar to the  disposition  of shares  acquired  upon exercise of
nonqualified stock options.

                                   PROPOSAL 3

                            CONFIRMATION OF AUDITORS

      The Board of  Directors  of Richton has  appointed  Arthur  Andersen & Co.
L.L.P.  ("Arthur  Andersen")  as the  Company's  independent  auditors  for  the
calendar  year  ending   December  31,  2000  and  seeks   confirmation  by  the
stockholders  with respect to this  appointment.  If the  appointment  of Arthur
Andersen is not confirmed by stockholders,  such appointment will be resubmitted
to the Board of Directors for further consideration.

      Arthur Andersen has acted as independent  auditors of Richton since fiscal
year 1970.  During the fiscal year ended  December  31,  1999,  Arthur  Andersen
rendered audit and tax services to the Company consisting of the


                                       11
<PAGE>

examination  of  the  Company's   financial   statements  and  consultation  and
assistance  in connection  with filing the Company's  Annual Report on Form 10-K
with the Securities and Exchange Commission.

      One or more  representatives  of Arthur  Andersen will be available at the
Meeting to respond to appropriate questions, and those representatives will also
have an opportunity to make a statement if they desire to do so.

                        The Board of Directors recommends
                            a vote FOR this proposal.

                  SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2001
                         ANNUAL MEETING OF STOCKHOLDERS

      Under  the  proxy  rules  of  the  Securities  and  Exchange   Commission,
stockholder  proposals  intended for  inclusion  in next year's proxy  statement
pursuant to Rule 14a-8 under the Exchange  Act of 1934,  must be received by the
Company by November 22, 2000. These proposals should be sent to the Secretary of
the  Company  at 767  Fifth  Avenue,  New  York,  New York  10153.  In order for
stockholder  proposals  made  outside of Rule 14a-8 under the Exchange Act to be
considered  "timely" within the meaning of Rule 14a-4(c) under the Exchange Act,
such  proposals  must be received by the Company at the address set forth in the
previous sentence by February 5, 2001.

                                  MISCELLANEOUS

Other Matters

      Management  knows of no  matters  other than the  foregoing  to be brought
before the Meeting,  but if such other matters  properly come before the Meeting
the persons named in the accompanying form of proxy will vote such proxy on such
matters in accordance with their best judgment.

      Section  16(a)  of the  Securities  Exchange  Act  of  1934  requires  our
directors  and  executive  officers,  and  persons  who own more than 10% of the
registered class of our equity securities,  to file reports of ownership of, and
transactions  in, our securities  with the  Securities and Exchange  Commission.
Such directors,  executive  officers and 10%  shareholders  are also required to
furnish us with copies of all Section  16(a) forms they file.  Based solely on a
review of the copies of such forms we received,  and on written  representations
from  certain  reporting  persona,  we believe  that all  Section  16(a)  filing
requirements   applicable  to  our   directors,   executive   officers  and  10%
shareholders were complied with during the year.

Annual Report on Form 10-K

      A copy of the Company's Annual Report,  which includes a copy of Form 10-K
for the fiscal year ended December 31, 1999,  accompanies  this Proxy Statement.
The Company will provide copies of any exhibit to the Form 10-K to stockholders,
upon  request  of  such  person  and  such  person's  payment  of the  Company's
reasonable expenses of furnishing such exhibit.

Solicitation of Proxies

      The  entire  cost of the  solicitation  of  proxies  will be  borne by the
Company. The Company has retained Georgeson Shareholder Communications,  Inc. to
solicit  proxies  in  the  form  enclosed  and  will  pay  such  firm  a fee  of
approximately  $5,500.  In  addition,  proxies may be  solicited  by  directors,
officers  and regular  employees  of Richton,  without  extra  compensation,  by
telephone, facsimile transmission,  mail or personal interview. The Company will
reimburse  brokerage houses and other  custodians,  nominees and fiduciaries for
their  reasonable  expenses  for  sending  proxies  and  proxy  material  to the
beneficial owners of its Common Stock.

        EVERY STOCKHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE
       ANNUAL MEETING IN PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN
              IT PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE.

                                              By Order of the Board of Directors

                                              FRED R. SULLIVAN
                                              Chairman of the Board

New York, New York
March 22, 2000


                                       12
<PAGE>

                                                                       EXHIBIT A

                        RICHTON INTERNATIONAL CORPORATION
                          2000 LONG-TERM INCENTIVE PLAN

PURPOSE

      The  purpose of the 2000  Long-Term  Incentive  Plan (the  "2000  Plan" or
"Plan") of Richton  International  Corporation  (the "Company") is to provide an
incentive  to  key  employees,  directors  and  consultants  whose  present  and
potential  contributions  to the Company and its  Subsidiaries  (as such term is
defined  in  Section 2 below)  are or will be  important  to the  success of the
Company by affording them an  opportunity  to acquire a proprietary  interest in
the Company.  It is intended that this purpose will be effected  through (a) the
granting of stock options and (b) the grant of shares of Common Stock,  $.10 par
value per share, of the Company ("Common  Stock"),  pursuant to restricted stock
grant agreements  (collectively,  such options and grants of shares are referred
to herein as  "Awards").  Stock options may be granted under the 2000 Plan which
qualify as "Incentive  Stock Options" under Section 422 of the Internal  Revenue
Code of 1986,  as it may be  hereafter  amended (the  "Code").  Such options are
sometimes  referred to as an "ISO" or  collectively  as "ISOs." The 2000 Plan is
intended to replace the Company's  1990 Long Term  Incentive  Plan,  which shall
expire by its terms on June 11, 2000.

1. ELIGIBILITY

      Awards may be made or granted to key  employees  and  consultants  who are
deemed to have rendered  significant services to the Company or its Subsidiaries
and who are deemed to have the potential to contribute to the future  success of
the  Company  (such  eligible  persons  being  referred  to herein as  "Eligible
Participants"). The term "employees" shall include officers who are employees of
the Company or of a  Subsidiary,  as well as other  employees of the Company and
its Subsidiaries. A director of the Company or of any Subsidiary who is not also
an employee of the Company or of one of its Subsidiaries will not be eligible to
receive  any Awards  under the  Long-term  Plan.  No ISO shall be granted to any
person who is not an  employee  of the  Company or a  Subsidiary  at the time of
grant.  No ISO shall be granted to an  employee  who,  at the time the option is
granted,  owns stock possessing more than 10% of the total combined voting power
of all classes of capital  stock of the  employer  corporation  (as such term is
used in the  Code) or any  Parent or  Subsidiary  of the  employer  corporation,
provided,  however,  that an ISO may be granted to such an  employee,  if at the
time such ISO is granted,  the option  price is at least 110 percent of the fair
market  value of stock  subject  to the ISO on the date of grant (as  determined
pursuant  to  Subsection  6(a)  hereof)  and  such  ISO,  by its  terms,  is not
exercisable  after the  expiration  of five years  from the date such  option is
granted.  The terms  "Subsidiary"  and  "Parent" as used  herein  shall have the
meanings given them in Section 424 of the Code.  Awards may be made to employees
or consultants who hold or have held options,  or shares under this 2000 Plan or
any other plans of the Company.

2. STOCK SUBJECT TO THE PLAN

      The shares  that may be issued  upon  exercise  of options  and rights and
which may be sold under the 2000 Plan shall not exceed in the aggregate  100,000
shares  of  Common  Stock,  as  adjusted  to give  effect  to the  anti-dilution
provisions  contained  in Section 8 hereof.  Such shares may be  authorized  and
unissued  shares,  or treasury shares  purchased by the Company and reserved for
issuance  under the 2000 Plan.  If a stock  option for any reason  expires or is
terminated  without having been exercised in full, or if shares issued  pursuant
to restricted  stock grant agreements are forfeited to the Company in accordance
with the terms thereof,  those shares relating to an unexercised stock option or
shares which have been  forfeited  shall again become  available for grant under
the 2000  Plan.  The total  number of shares of Common  Stock  subject to Awards
which are granted to any Eligible Participant during any tax year of the Company
shall not exceed  100,000  shares of Common  Stock  (subject  to  adjustment  as
provided herein).

3. AWARDS UNDER THE PLAN

      Awards under the 2000 Plan may be of two types. They are: "stock options,"
and  "restricted  stock  grants."  An option,  including  an ISO,  is a right to
purchase Common Stock in accordance with Section 6 hereof.  A "restricted  stock
grant" is the grant of Common Stock,  which is  nontransferable,  and subject to
substantial risk of forfeiture,  until specific conditions,  based on continuing
employment, are met.


<PAGE>

4. ADMINISTRATION

      (a) Procedure.  The 2000 Plan shall be  administered by a Committee of two
or more  persons  established  by the Board of  Directors,  each member of which
shall be a  "non-employee  director" as such term is or shall be defined in Rule
16b-3 (or any successor  provision to such rule)  promulgated  by the Securities
and Exchange  Commission  under the Securities  Exchange Act of 1934, as amended
(the "Committee") and an "outside  director" as defined in Section 162(m) of the
Internal  Revenue  Code of 1986 as amended.  The 2000 Plan is  intended,  to the
extent  applicable,  to satisfy the  requirements of Section 162(m) of the Code,
and shall be interpreted in a manner  consistent with the requirements  thereof.
Committee  members  shall  serve for such term as the Board of  Directors  shall
determine,  and  shall  be  subject  to  removal  at any  time by the  Board  of
Directors.

      (b) Powers of the  Committee.  Subject to the provisions of the 2000 Plan,
the Committee shall have the authority in its discretion: (i) to determine, upon
review of relevant information,  the fair market value of the Common Stock; (ii)
to determine the exercise price per share of stock options to be granted;  (iii)
to determine  the  Eligible  Participants  to whom,  and time or times at which,
Awards shall be granted and the number of shares to be issuable pursuant to each
stock option or restricted stock grant agreement; (iv) to construe and interpret
the 2000  Plan;  (v) to  prescribe,  amend and  rescind  rules  and  regulations
relating to the 2000 Plan;  (vi) to determine  the terms and  provisions of each
Award (which need not be identical);  and (vii) to make all other determinations
necessary to or advisable for the administration of the 2000 Plan.

5. DURATION OF THE PLAN

      The 2000 Plan  shall be subject to the  affirmative  vote of  stockholders
holding a majority of the number of shares of Stock of the  Company  entitled to
vote.  The 2000 Plan shall remain in effect  (with  respect to grants of Awards)
for a term of ten (10) years from March 15,  2000 (the date of  adoption  by the
Board of Directors) unless sooner terminated under Section 16 hereof,  provided,
however,  that the terms of the 2000 Plan shall thereafter remain in effect with
respect to Awards  granted  during such period which have not expired,  or whose
forfeiture  provisions  have not lapsed,  prior to the  termination  of the 2000
Plan.  Notwithstanding  any of the  foregoing  to the  contrary,  the  Board  of
Directors  (but not the  Committee)  shall have the  authority to amend the 2000
Plan pursuant to Section 17 hereof, provided,  however, that Awards already made
shall  remain in full force and effect as if the 2000 Plan had not been  amended
or terminated.

6. OPTIONS

      Options shall be evidenced by stock option  agreements  in such form,  and
not inconsistent with the 2000 Plan, as the Committee shall approve from time to
time,  which  agreements  shall  contain in substance  the  following  terms and
conditions:

      (a) Option  Price;  Number of Shares.  The option  price,  which  shall be
approved by the  Committee,  shall in no event be less than one hundred  percent
(100%) of the fair  market  value of the Common  Stock at the time the option is
granted. The fair market value of the Common Stock, for the purposes of the 2000
Plan,  shall mean:  (i) if the Common  Stock is traded on a national  securities
exchange or on the NASDAQ National Market System ("NMS"),  the per-share closing
price of the Common Stock on the principal  securities  exchange  (presently the
American Stock Exchange) on which they are listed or on NMS, as the case may be,
on the date of grant  (or if there is no  closing  price for such date of grant,
then the last  preceding  business day on which there was a closing  price);  or
(ii) if the Common Stock is not traded on a national  securities exchange or the
NMS but is traded in the over-the-counter market and quotations are published on
the NASDAQ  quotation  system (but not on NMS),  the mean between the  per-share
closing  bid and  asked  prices  of the  Common  Stock  on the  date of grant as
reported  by NASDAQ  (or if there are no closing  bid and asked  prices for such
date of grant, then the last preceding business day on which there were reported
closing  bid and asked  prices);  or (iii) if the Common  Stock is traded in the
over-the--counter  market,  but bid and asked  quotations  are not  published on
NASDAQ,  the mean  between the  closing  bid and asked  prices per share for the
Common Stock as furnished by a  broker-dealer  which  regularly  furnishes price
quotations for the Common Stock.

      The option  agreement shall specify the total number of shares to which it
pertains and whether such options are ISOs or are not ISOs. With respect to ISOs
granted under the 2000 Plan, the aggregate fair market value  (determined at the
time an ISO is granted) of the shares of Common Stock with respect to which ISOs
are


                                       2
<PAGE>

exercisable  for the first time by such employee  during any calendar year shall
not  exceed  $100,000  under  all  plans  of  the  Company  or  its  Parents  or
Subsidiaries.  To the extent the aggregate fair market value  (determined at the
time of grant) of stock with respect to which ISOs first become  exercisable  by
an option holder during any calendar year exceeds $100,000, such options will be
treated as non-qualified stock options.

      (b) Restrictions on Transfer and Exercise.  Options issued pursuant to the
Plan (i) shall not be transferable other than by will or the laws of descent and
distribution  and (ii) shall be exercisable  during the optionee's  life only by
the optionee or, in case of the optionee's  disability,  the optionee's guardian
or legal representative.

      (c) Terms and Conditions.  Subject to the provisions of paragraph 6(a), at
the time an  option is  granted,  the  Committee  will  determine  the terms and
conditions to be satisfied  before shares may be purchased,  including the dates
on which shares  subject to the option may first be purchased.  (The period from
the date of grant of an option  until the date on which such option may first be
exercised is referred to herein as the "Waiting  Period.") At the time an option
is granted,  the Board of Directors  shall fix the period within which it may be
exercised, which for an ISO, shall not be more than ten (10) years from the date
of grant or,  for a  non-ISO,  shall not be more than ten (10) years and one (1)
day from the date of grant.  (Any of such  periods is  referred to herein as the
"Exercise Period.")

      (d) Form and Time of Payment.  Stock purchased  pursuant to exercise of an
option shall be paid for at the time of purchase  either in cash or by certified
check or, in the discretion of the  Committee,  as set forth in the stock option
agreement  (i) in lieu of cash,  through the  delivery of shares of Common Stock
valued  at  their  fair  market  value  on the  date of  exercise,  or (ii) in a
combination  of cash and shares of Common  Stock.  Upon receipt of payment,  the
Company  shall,  without  transfer  or issue tax to the  option  holder or other
person  entitled to exercise the option,  deliver to the option  holder (or such
other person) a certificate or certificates for the shares so purchased.

      (e) Effect of  Termination  or Death.  In the event that an option  holder
ceases  to be an  employee  or  consultant  of  the  Company  or of  any  of its
Subsidiaries for any reason other than permanent disability (as such term may be
defined in the Code and as  determined by the  Committee) or death,  any option,
including any unexercised  portion thereof,  which was otherwise  exercisable on
the date of termination,  shall expire unless exercised within a period of up to
three  months  from the date of  termination,  but in no event may the option be
exercised after the expiration of the Exercise Period;  provided,  however, that
if the  Committee  shall  determine  that  an  option  holder  shall  have  been
discharged  for cause,  options  granted and not yet exercised  shall  terminate
immediately and be null and void as of the date of termination.  In the event of
the death of an option  holder  during the three month period after  termination
(except  termination  for cause),  the option shall be exercisable by his or her
personal  representatives,  heirs or legatees to the same extent that the option
holder  could have  exercised  the  option if he or she had not died,  for up to
three months from the date of death, but in no event after the expiration of the
Exercise  Period.  In the  event  of the  termination  by  reason  of  permanent
disability of an option holder while an employee or consultant of the Company or
of any  Subsidiary,  that  portion of the option  granted  to such  employee  or
consultant  which  had  become  exercisable  by the  date of  termination  shall
continue  to be  exercisable  for up to  twelve  (12)  months  after the date of
permanent  disability,  but in no event may the  option be  exercised  after the
expiration of the Exercise Period. In the event of the death of an option holder
while an employee or  consultant of the Company or any of its  Subsidiaries,  or
during the twelve (12) month period after the date of  permanent  disability  of
the option  holder,  that portion of the option which had become  exercisable on
the date of death shall be exercisable  by his or her personal  representatives,
heirs or legatees for up to twelve (12) months  after the date of death,  but in
no event may the option be exercised  after  expiration of the Exercise  Period.
Except as the Committee shall determine otherwise, in the event an option holder
ceases to be an employee or consultant of the Company or of any  Subsidiary  for
any reason,  including death,  prior to the lapse of the Waiting Period,  his or
her option shall terminate and be null and void.

      (f) Other Provisions.  Each option granted under the 2000 Plan may contain
such other terms,  provisions and conditions not inconsistent with the 2000 Plan
as may be determined by the Committee.

7. RESTRICTED STOCK GRANTS

      The Committee may  authorize,  in its  discretion,  the grant of shares of
Common  Stock to  Eligible  Participants  pursuant  to  restricted  stock  grant
agreements in such form, and not  inconsistent  with the 2000 Plan, as the Board
of Directors shall approve from time to time and shall include substantially the
following terms and conditions as the Board shall determine:


                                       3
<PAGE>

      (a) Eligibility. Eligible Participants with a minimum of six (6) months of
continuous prior service to the Company at the date of grant,  shall be eligible
to receive  restricted stock grants in  consideration of such services,  in such
amounts and with such forfeiture  provisions (subject to the other provisions of
this Section 7) as the Committee shall determine.

      (b) Restrictions Against  Disposition.  Shares of Common Stock acquired by
an Eligible Participant pursuant to a restricted stock grant agreement under the
2000 Plan shall not be sold, transferred, or otherwise disposed of and shall not
be pledged or otherwise hypothecated, except as provided in the restricted stock
grant  agreement.  These  restrictions  on any  such  sale,  transfer  or  other
disposition,  or any pledge or other hypothecation shall hereinafter be referred
to as  "restrictions  against  disposition."  Certificates for all shares issued
pursuant to restricted  stock grants shall be issued in the recipient's name but
shall be held in escrow by the Company,  together with stock powers  executed by
the recipient transferring such shares back to the Company, pending lapse of the
restrictions  against  disposition.  For each  recipient of a  restricted  stock
grant,  the  Company  shall  have  an  escrow  account  (the  "Escrow  Account")
consisting of all shares granted pursuant to restricted stock grant  agreements,
plus any additional  shares issued  pursuant to stock dividends  thereon,  minus
shares as to which the restrictions against disposition have lapsed.

      (c) Termination of Service and Forfeiture of Shares.  The restricted stock
grant  agreements  shall  provide that if  employment  terminates  other than by
retirement with the consent of the Company or by death,  then the shares subject
to the restricted  stock grant  agreement as to which the  restrictions  against
disposition have not lapsed, (the "Restricted Period") shall be forfeited to the
Company immediately without payment of any consideration, in accordance with the
restricted stock grant agreement.

      (d)  Forfeiture  of Shares Upon Death or  Retirement.  In the event of the
death of a  recipient  of a  restricted  stock  grant  while an  employee of the
Company or any Subsidiary, or his retirement with the consent of the Company, in
either case after the six-month  period  referred to in Subsection  9(c) herein,
all shares  subject to any  restricted  stock grant shall remain the property of
the recipient or his estate,  as the case may be, and the  restrictions  against
disposition  shall  lapse at the  rate  stated  in the  restricted  stock  grant
agreement.

      (e) Voting Rights and  Dividends.  Recipients  of restricted  stock grants
shall be entitled  to vote all shares  covered by such grants and to receive any
dividends  (except that stock  dividends  paid, or shares of stock issuable upon
stock splits or distributions,  with respect to shares as to which  restrictions
have not lapsed,  shall be added to the recipient's  Escrow Account and shall be
either distributed or forfeited together with the shares as to which such shares
were  initially  issued  pursuant  to stock  dividends,  distributions  or stock
splits).

8. ANTI-DILUTION PROVISIONS AND
   ADJUSTMENTS ON RECAPITALIZATION

      In the event of any change in the  capital  structure  or  business of the
Company by reason of any stock dividend or extraordinary  dividend,  stock split
or reverse stock split, recapitalization, reorganization, merger, consolidation,
split-up, combination or exchange of shares, non-cash distributions with respect
to its  outstanding  Common  Stock or capital  stock  other than  Common  Stock,
reclassification  of the Company's capital stock, any sale or transfer of all or
part of the Company's  assets or business,  or any similar change  affecting the
Company's capital structure or business or the capital structure of any business
of any  subsidiary  or a change in control of the Company,  as determined by the
Committee or the Board,  and as such  Committee or the Board  determines in good
faith that an adjustment is necessary or  appropriate  under the Plan to prevent
substantial  dilution or enlargement of the rights granted to, or available for,
Eligible  Participants  under the Plan or as otherwise  necessary to reflect the
change,  then the aggregate  number and kind of shares of Common Stock which may
be issued  under the Plan,  the number and kind of shares  (including  shares of
another  issuer)  subject to  outstanding  option  under the Plan and the option
price thereof shall be  appropriately  adjusted  consistent  with such change in
such  manner  as the  Committee  or the  Board  may deem  equitable  to  prevent
substantial  dilution or enlargement of the rights granted to, or available for,
Eligible  Participants  under the Plan or as otherwise  necessary to reflect the
change, and any such adjustment determined by the Committee or the Board in good
faith  shall  be  binding  and  conclusive  on  the  Company  and  all  Eligible
Participants and their respective heirs, executors,  administrators,  successors
and assigns.  In  connection  with any event  described in this  paragraph,  the
Committee or the Board may provide, in its sole discretion, for the cancellation
of any  outstanding  options and  payment in cash or other  property in exchange
therefor.  Notice of any adjustment shall be given by the Committee or the Board
to each Eligible Participant whose option has been


                                       4
<PAGE>

adjusted  and such  adjustment  (whether or not such  notice is given)  shall be
effective and binding for all purposes of the 2000 Plan. Any  fractional  shares
resulting from the foregoing  adjustments  will be eliminated.  In the event the
Committee   shall  disagree  with  the  Board  with  respect  to  the  foregoing
adjustments, the Board's determination will be final and conclusive.

9. ACCELERATION

      (a)  Notwithstanding  any  contrary  waiting  period in any  stock  option
agreement,  or any Restricted  Period with respect to any shares issued pursuant
to any restricted stock grant agreement, or in the 2000 Plan, but subject to any
determination  by the  Committee to provide  otherwise at the time such Award is
granted or subsequent  thereto,  each outstanding  option granted under the 2000
Plan shall become exercisable in full for the aggregate number of shares covered
thereby,  and each share issued  pursuant to a restricted  stock grant agreement
shall vest and be distributed out of the Escrow Account  unconditionally  on the
first day following the occurrence of any of the following:  (a) the approval by
the  stockholders  of the  Company  of an  Approved  Transaction;  (b) a Control
Purchase; or (c) a Board Change.

      (b) For the purposes of this Section 9, the  following  definitions  shall
have the following meanings:

            (i) An  "Approved  Transaction"  shall  mean  any  of the  following
      transactions which are outside the control of the Eligible  Participation:
      (A) any consolidation or merger of the Company in which the Company is not
      the  continuing  or surviving  corporation  or pursuant to which shares of
      Common Stock would be converted into cash,  securities or other  property,
      other than a merger of the  Company in which the  holders of Common  Stock
      immediately prior to the merger have the same  proportionate  ownership of
      common stock of the surviving corporation immediately after the merger, or
      (B) any sale, lease,  exchange, or other transfer (in one transaction or a
      series of related  transactions)  of all,  or  substantially  all,  of the
      assets of the Company, or (C) the adoption of any plan or proposal for the
      liquidation or dissolution of the Company.

            (ii) A  "Control  Purchase"  shall mean  circumstances  in which any
      person (as such term is defined in Sections  13(d)(3)  and 14(d)(2) of the
      Exchange  Act),  corporation  or other  entity  (other  than the  Eligible
      Participant  or any group which  includes such Eligible  Participant,  the
      Company or any  employee  benefit  plan  sponsored  by the  Company or any
      Subsidiary) (A) shall purchase any Common Stock (or securities convertible
      into the  Company's  Common  Stock)  for  cash,  securities  or any  other
      consideration  pursuant to a tender offer or exchange  offer,  without the
      prior  consent  of the  Board  of  Directors,  or  (B)  shall  become  the
      "beneficial  owner"  (as such  term is  defined  in Rule  13d-3  under the
      Exchange  Act),  directly  or  indirectly,  of  securities  of the Company
      representing  twenty-five  percent  (25%) or more of the  combined  voting
      power of the then  outstanding  securities of the Company  ordinarily (and
      apart from rights accruing under special  circumstances)  having the right
      to vote in the election of directors  (calculated as provided in paragraph
      (d) of such Rule  13d-3 (or any  successor  rule) in the case of rights to
      acquire the Company's securities).

            (iii) A "Board  Change"  shall  mean  circumstances  in which  (A) a
      change in control is required to be reported under  Regulation 14A (or any
      successor  regulation)  under the Exchange Act or (B) during any period of
      twenty-seven  consecutive months or less, individuals who at the beginning
      of such period  constitute  the entire Board shall cease for any reason to
      constitute a majority  thereof unless the election,  or the nomination for
      election by the  Company's  stockholders,  of each such new  director  was
      approved by a vote of at least a majority of the  directors  then still in
      office.  Notwithstanding the preceding sentence,  no new director shall be
      considered a member of such majority  whose  initial  assumption of office
      occurs  as a result of any  actual or  threatened  election  contest  with
      respect  to the  election  or removal  of  directors  by or on behalf of a
      person (as such term is defined in (ii) above) other than the Board.

10. CONTINUATION OF RELATIONSHIP; LEAVE OF ABSENCE

      (a) Nothing in the 2000 Plan or any Award made hereunder  shall  interfere
with or  limit in any way the  right  of the  Company  or of any  Subsidiary  to
terminate any Eligible Participant's  employment or consultancy at any time, nor
confer upon any Eligible Participant any right to continue any such relationship
with the Company or Subsidiary.


                                       5
<PAGE>

      (b) For  purposes of the 2000 Plan,  a transfer  of an  employee  from the
Company to a Subsidiary or vice versa,  or from one Subsidiary to another,  or a
leave  of  absence  duly  authorized  by  the  Company  shall  not be  deemed  a
termination of employment or consultancy or a break in an applicable  period, as
the case may be. In the case of an approved leave of absence,  the Committee may
make such  provisions  with respect to  continuance  of options or forfeiture of
shares previously granted pursuant to restricted stock grant agreements while on
leave from the Company or a Subsidiary as the Committee may deem equitable.

11. GENERAL RESTRICTION

      Each Award  made  under the 2000 Plan shall be subject to the  requirement
that, if at any time the Committee shall  determine,  in its sole and subjective
discretion,  that the  registration,  qualification  or  listing  of the  shares
subject to such Award upon a  securities  exchange or under any state or federal
law, or the consent or approval of any government  regulatory body, is necessary
or desirable as a condition of, or in connection  with, the granting or exercise
of such  Award,  the Company  shall not be required to issue such shares  unless
such registration,  qualification,  listing, consent or approval shall have been
effected or obtained free of any  conditions  not  acceptable to the  Committee.
Nothing in the 2000 Plan or any agreement or grant  hereunder shall obligate the
Company to effect any such registration, qualification or listing.

12. RIGHTS AS A STOCKHOLDER

      The holder of a stock  option shall have no rights as a  stockholder  with
respect to any shares  covered by the stock option until the date of issuance of
a stock  certificate to him for such shares related to the exercise or discharge
thereof.

13. NON-ASSIGNABILITY OF STOCK OPTIONS

      No stock  option  shall  be  assignable  or  transferable  by an  Eligible
Participant  except  by will or by the laws of  descent  and  distribution  and,
during the lifetime of an Eligible Participant, may only be exercised by him or,
in the case of disability, by a guardian or legal representative.

14. WITHHOLDING TAXES

      Whenever  under the 2000 Plan shares are to be issued in  satisfaction  of
stock options granted  thereunder,  or pursuant to restricted stock grants,  the
Company shall have the right to require the Eligible Participant to remit to the
Company an amount sufficient to satisfy federal, state and local withholding tax
requirements  prior to the delivery of any certificate or certificates  for such
shares or at such later time as the  Company may  determine  that such taxes are
due.  Whenever under the 2000 Plan payments are made in cash, such payment shall
be net of an amount  sufficient to satisfy federal,  state and local withholding
tax requirements.

15. NON-EXCLUSIVITY OF THE PLAN

      Neither the  adoption of the 2000 Plan by the Board of  Directors  nor any
provision of the 2000 Plan shall be construed as creating any limitations on the
power of the Board of Directors (but not the Committee) to adopt such additional
compensation  arrangements  as  it  may  deem  desirable,   including,   without
limitation,  the  granting of the stock  options  otherwise  than under the 2000
Plan, and such  arrangements  may be either  generally  applicable or applicable
only in specific cases.

16. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

      The Board of  Directors  (but not the  Committee)  may at any time  amend,
alter,  suspend or  discontinue  the 2000 Plan,  but no  amendment,  alteration,
suspension or discontinuation shall be made which would impair the rights of any
recipient of a stock option or Common Stock pursuant to a restricted stock grant
under any agreement theretofore entered into hereunder,  without his consent, or
which,  without the requisite vote of the stockholders of the Company  approving
such action, would:

      (a) except as is  provided  in Section 9 of the 2000  Plan,  increase  the
total  number of shares of stock  reserved  for the purposes of the 2000 Plan or
increase  the  number of shares  subject  to Awards  which may be granted to any
Eligible Participant during any tax year of the Company; or


                                       6
<PAGE>

      (b) extend the duration of the 2000 Plan; or

      (c) change the category of persons who can be Eligible  Participants under
the 2000 Plan.

      No  amendment  to the 2000 Plan  shall be  effective  without  Stockholder
approval if the Board of Directors determines that such approval is necessary or
appropriate in order to satisfy Section 162 (m) of the Code.

17. NON-UNIFORM DETERMINATIONS

      The  Committee's  determinations  under the 2000 Plan,  including  without
limitation,  (i) the  determination  of the  Eligible  Participants  to  receive
Awards,  (ii) the form, amount and timing of such Awards and (iii) the terms and
provisions  of Awards  and the  instruments  evidencing  the  same,  need not be
uniform  and may be made  by it  selectively  among  Eligible  Participants  who
receive, or who are eligible to receive,  Awards under the 2000 Plan, whether or
not such Eligible Participants are similarly situated.

18. LIMITATIONS ON EXERCISE

      Notwithstanding  anything to the contrary  contained in the 2000 Plan, any
agreement  evidencing  any Award  hereunder  may contain such  provisions as the
Committee deem appropriate to ensure that the penalty provisions of Section 4999
of the  Code,  or any  successor  thereto,  will not  apply to any stock or cash
received by the holder from the Company.

19. GOVERNING LAW

      The 2000 Plan shall be governed by, and construed in accordance  with, the
laws of the State of Delaware.

20. EXCULPATION OF COMMITTEE MEMBERS

      Each member of the  Committee and each officer and employee of the Company
shall be fully justified in relying or acting in good faith upon any information
furnished in connection with the  administration  of the Plan by any appropriate
person or persons other than such person. In no event shall any person who is or
shall  have been a member of the  Committee  or an officer  or  employee  of the
Company be held liable for any  determination  made or other action taken or any
omission to act reliance upon any such information, or for any action (including
the furnishings of information) taken or any failure to act, if in good faith.

21. FINALITY OF DETERMINATIONS

      Each determination, interpretation, or other action made or taken pursuant
to the  provisions  of the Plan by the  Committee  shall be final  and  shall be
binding and conclusive for all purposes.


                                       7
<PAGE>

                                     PROXY

                        RICHTON INTERNATIONAL CORPORATION
                    PROXY SOLICITED BY THE BOARD OF DIRECTORS
        For the Annual Meeting of Stockholders called for April 26, 2000

The undersigned  hereby appoints Marshall Bernstein and CORNELIUS F. GRIFFIN and
each of them as  proxies  with  full  power of  substitution  to  represent  the
undersigned  at the Annual  Meeting  of  Stockholders  of RICHTON  INTERNATIONAL
CORPORATION (the "Company"),  to be held on April 26, 2000 at 11:00 a.m., at the
New York Athletic  Club,  180 Central Park South,  New York, New York, or at any
adjournments or postponements  thereof, and to vote in the name and on behalf of
the undersigned  all shares which the  undersigned  would be entitled to vote as
fully  and  with the  same  effect  as the  undersigned  might do if  personally
present.

      Election of three directors as set forth in accompanying proxy statement.

      Nominees:     Richard P. Barnitt
                    Stanley J. Leifer
                    Donald A. McMahon

You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE,  but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations.

               PLEASE SIGN AND DATE THIS CARD ON THE REVERSE SIDE
--------------------------------------------------------------------------------
                                 FOLD AND DETACH
<PAGE>

------------------------------------------------------------
The Board of Directors  recommends a vote FOR the election
of the  directors and FOR Item 2 and Item 3 below.
------------------------------------------------------------


1. Election of Directors             FOR        WITHHELD
   (See Reverse)                      []          []


2. Proposal to approve and adopt     FOR        AGAINST       ABSTAIN
   Richton International              []          []             []
   Corporation 2000 Long-Term
   Incentive Plan

3. Ratification of appointment of    FOR        AGAINST       ABSTAIN
   the Independent Auditors           []          []             []

For, except vote withheld
from the following nominee:

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

                                                                 Please mark
                                                               your votes as
                                                             in this example [x]

This proxy, when properly executed, will be voted in the manner directed herein.
If no  direction  is made,  this  proxy  will be voted FOR the  election  of the
directors and FOR Item 2 and Item 3.
--------------------------------------------------------------------------------
      The proxies are hereby  authorized to vote in their  discretion  upon such
      other matters as may properly come before the meeting and any adjournments
      or postponements thereof.


SIGNATURE(S)--------------------------------------------------DATE----------2000

Note: Please sign exactly as your name appears  hereon. Joint owners should each
      sign.  When signing as an attorney,  executor,  administrator,  trustee or
      guardian, please give full title as such.
--------------------------------------------------------------------------------
                                FOLD AND DETACH