FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

[ x ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the fiscal year ended - December 31, 2000
         OR
[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from _________ to ________.

                         Commission file number 0-26476

                                SAFESCIENCE, INC.
               (Exact name of Company as specified in its charter)

Nevada                                      33-0231238
State or other jurisdiction of              (I.R.S. Employer
incorporation or organization               Identification No.)

                              Park Square Building
                         31 St. James Avenue, 8th Floor
                      Boston, Massachusetts 02116 (Address
             of principal executive offices, including postal code.)

                                 (617) 422-0674
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class        Name of each exchange on which registered
     None

Securities registered pursuant to Section 12(g) of the Act:
Title of each class                                           Common Stock


Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months  (or for such  shorter  period  that the  Company  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
         YES      [ x ]    NO        [   ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

The  aggregate  market  value at  February  5, 2001 of the  voting  stock of the
registration filed by non-affiliates was approximately $26,085,935.

The  number of shares  outstanding  each of the  Registrant's  classes of common
stock, as of March 28, 2001 was 24,659,333.


<PAGE> 2

                       Documents Incorporated By Reference

Certain portions of the  Registrant's  definitive proxy statement to be filed by
April 30, 2001 pursuant to Regulation 14A are incorporated by reference in Items
10 through 13 of Part III of this Annual Report on Form 10-K.


PART I

         Forward-looking   statements   are  made   throughout   this  document.
Typically,  the use of the  words  "believe",  "anticipate",  "plan",  "expect",
"seek", "estimate" and similar expressions identify forward-looking  statements.
Unless  a  passage  describes  a  historical  event,  the  statement  should  be
considered  a  forward-looking  statement.  In  keeping  with the "Safe  Harbor"
provision of the Private Securities  Litigation Reform Act of 1995, it should be
noted  that   forward-looking   statements   regarding  the   Company's   future
expectations  and  projections  are not guarantees of future  performance.  They
involve risks, uncertainties and assumptions,  and many of the factors that will
determine  the  Company's  future  results are beyond the  Company's  ability to
control or predict.  Therefore,  actual  results may differ  significantly  from
those  suggested  by  forward-looking  statements.  These  risks  include  those
detailed  under the heading  "Certain  Factors That May Affect  Future  Results"
immediately  following the  "Management's  Discussion and Analysis of Results of
Operations and Financial Condition."


ITEM 1. BUSINESS

General

     SafeScience,   Inc.   is   a   biotechnology   company   developing   novel
pharmaceutical products based on carbohydrate compounds. The Company's lead drug
candidate  GBC-590,  a potential  treatment for multiple forms of cancer,  is in
Phase II clinical trials for pancreatic and colorectal cancers. The Company also
develops agricultural products. The Company's near term objective is to continue
to  proceed   through  the  various  phases  of  United  States  Food  and  Drug
Administration  (FDA)  clinical  trials for  GBC-590  and to  continue to pursue
federal  and  state  registration  of its  agriculture  products  while  seeking
alternatives, including sale, for its agricultural products business area.

SafeScience, Inc.

     SafeScience  conducts its business through two  wholly-owned  subsidiaries.
International Gene Group, Inc. and SafeScience Products, Inc.



International Gene Group, Inc.

<PAGE>
                                       3


    International Gene Group, Inc. ("IGG") develops human therapeutics.  IGG has
been focused on developing  GBC-590,  a complex  carbohydrate  intended to fight
cancerous  tumors and metastasis,  which it exclusively  licenses from Dr. David
Platt and Wayne State University and the Barbara Ann Karmanos Cancer  Institute.
Phase I FDA clinical trials for GBC-590 have been  completed.  Phase II clinical
trials for GBC-590  designed to evaluate  safety and efficacy for pancreatic and
colorectal  cancers  began in the second  quarter of 2000.  The Company plans to
conduct an expanded  Phase IIb 75 patient  dose  escalation  trial  beginning in
mid-2001 for colorectal  cancer  patients.  We may, in addition,  begin Phase II
trials for prostate cancer in 2002.

    IGG has also  developed  a complex  carbohydrate  antifungal  agent which is
being tested in animals to inhibit Candida infections.

     Theoretical  Background of GBC-590.  Cells  recognize  one another  through
pairs of  complementary  structures  on their  surface.  A structure on one cell
carries  encoded  biological  information  that a structure  on another cell can
decipher.  While nucleic acids and proteins  were  previously  recognized as the
major  classes of  biological  materials  involved in cell  recognition,  it has
recently been scientifically established that carbohydrates play a role as well.
The majority of a cell's surface components contain  carbohydrate  structures on
the cell, which change characteristics as the cell develops,  differentiates and
sickens.

         It is contended  that cell  adhesion  plays a role in cancer and cancer
metastasis.  Metastasis  is the process by which cancer cells spread  throughout
the body,  beginning  at the  primary  tumor.  The  spread of the  cancer  cells
throughout the body is the main cause of death for cancer patients. These cells,
once  circulating in the  bloodstream  after their  detachment  from the primary
tumor,  must  adhere  to new  cells  in  other  parts  of the  body in  order to
proliferate  to form new tumor  colonies.  Malignant  cells may thus recruit the
very adhesion molecules that are part of the body's natural defense mechanism to
promote  their own  metastasis.  We thus believe that drugs,  which inhibit this
process of adhesion,  may therefore inhibit metastasis  although this theory has
not been scientifically established.

         Complex  Carbohydrate  Substance  (GBC-590).  GBC-590 may offer a novel
approach to controlling  the  progression of cancer,  by disrupting the cellular
recognition process of roaming cancer cells and preventing them from reattaching
to each other and to normal  tissue.  The GBC-590  compound acts as a "molecular
decoy" by recognizing Galectin 3,a "lectin",  on cancer cells,  attaching itself
to the Galectin 3 and preventing those cells from aggregating.  GBC-590 may thus
prevent metastasis.

         We believe that GBC-590 has the  potential  for  therapeutic  effect on
multiple cancer types (i.e. colorectal,  prostate, pancreatic, breast and liver)
because  the target  for  GBC-590  on the  cancer  cells is  Galectin 3 which is
over-expressed on all these cancer types. In addition,  independent research has
shown that Galectin 3 plays a role in angiogenesis.  Angiogenesis, identified in
the  1980's,  is the  biological  process by which  cancer  cells form new blood
vessels  allowing  them to obtain the nutrients  necessary for tumor growth.  By
binding to Galectin


<PAGE>
                                       4


3, GBC-590 may inhibit angiogenesis.

         Phase I clinical trials of GBC-590, at the MD Anderson Cancer Center in
Houston,  Texas and at  Pennsylvania  Oncology  and  Hematology  Associates,  an
affiliate  of  the   University  of   Pennsylvania   -  School  of  Medicine  in
Philadelphia,  Pennsylvania,  were  completed  in 1999.  Phase I is  intended to
assess toxicity; GBC-590 showed no dose limiting toxicity in patients.

         Institutional Review Board (IRB) approval was received at the following
sites prior to conducting  the recently  completed  Phase II clinical  trial for
colorectal  cancer  and/or the ongoing  Phase II clinical  trial for  pancreatic
cancer:

 .  Beth Israel/Deaconess Hospital in Boston, Massachusetts;


 .  University of Chicago Pritzker School of Medicine;


 .  University of Rochester Cancer Center;


 .  Christiana Healthcare in Wilmington, Delaware;


 .  Ocala Oncology Center in Ocala, Florida;


 .  Hematology and Oncology Associates in Kansas City, Missouri; and


 .  Medical Oncology Associates in San Diego, California.


         On March 23, 2001,  the Company  announced  that  GBC-590  demonstrated
positive  clinical  activity  in  colorectal  cancer  patients  in the  recently
completed  Phase IIa clinical  trial.  Specifically,  five of 23 patients showed
tumor  stabilization  for  periods of two to six  months  before  disease  state
progression  was  observed,  with one of the five  patients  showing a period of
tumor  shrinkage.  Based on this  promising,  early data,  the Company  plans to
conduct an expanded  Phase IIb dose  escalation  trial.  Higher doses of GBC-590
than  administered  in the Phase IIa study have  already  been tested in animals
with no dose  limiting  toxicity  observed.  This  clinical  trial is planned to
enroll 75 colorectal cancer patients  separated into three groups of 25 patients
that would  receive  three  different  dose levels of  GBC-590.  There can be no
assurances  at present  that IV  infusion  of GBC-590  will prove  effective  in
reducing  or  eliminating  the  spread  of cancer in humans or be safe at higher
doses.

         CAN-296.  CAN-296 is an  anti-fungal  agent  derived  from a  naturally
occurring   complex   carbohydrate,   designed  for  treatment  of  Candida  and
Apsergillus infections. Candida, a common fungal disease, can take on two forms:
deep-seated  infections  which can be fatal and  superficial  infections such as
athlete's foot, skin infections and vaginitis.


         CAN-296 has been tested in vitro and in animals  against  many  Candida
pathogenic  isolates  including  resistant  strains  and  demonstrated  positive
activity.  There are no  assurances  that  application  of  CAN-296  will  prove
effective in reducing or eliminating Candida infection in humans, and there have
been no clinical studies or tests conducted to prove such an effect.  Additional
studies in animals will be conducted,  and based on


<PAGE>
                                       5


those  results,   the  Company  will  decide  whether  to  proceed  to  file  an
Investigational New Drug ("IND") application.

SafeScience Products, Inc.

         Historically,  SafeScience Products developed  agriculture products and
developed,  marketed and  distributed  chemically  safe consumer and  commercial
products.

         In the  agricultural  area,  SafeScience  Products has developed and/or
licensed an array of products that include a Federal  EPA-approved plant defense
booster to treat fungal pathogens.  An additional insecticide product (Bb447) is
being tested and developed.

       On February  15,  2001,  the  Company  received  notice of  unconditional
registration from the United States Environmental  Protection Agency's Office of
Pesticide  Programs,  Biopesticides  and Pollution  Prevention  Division for its
Elexa-4  Plant  Defense  Booster.  Elexa-4 is an effective  non-toxic  treatment
against fungal  pathogens  such as powdery  mildew and boytrytis on grapes,  and
powdery  mildew  and  gray  mold on  strawberries,  as well  as,  a  variety  of
additional  crops.  Elexa-4 works by stimulating  the plants own natural defense
system to defend against attack by diseases.  A large number of research  trials
show Elexa-4 to be as effective at powdery mildew disease protection and control
as leading  traditional  synthetic chemical fungicides on our initially targeted
crops of grapes, strawberries and cherries. We have filed for state registration
to distribute and sell Elexa-4 in California and other states.

       On November  15,  2000,  the Company  engaged a merchant  bank to explore
alternatives  including  sale or other  disposition  of the Company's  consumer,
commercial and agriculture business areas. The Company terminated  operations of
the  consumer and  commercial  product  business  areas on February 23, 2001 and
began the process of liquidating all assets and liabilities  pertaining to those
operations.  Accordingly,  the Company has treated its consumer  and  commercial
products  operations as a discontinued  operation in accordance  with Accounting
Principles  Board  Opinion  No.  30 and  has  reclassified  the  1999  financial
statements to reflect this treatment.  For the year ended December 31, 2000, the
Company  has  recorded  a reserve  in the amount of  $1,750,000  which  includes
approximately $983,000 to reduce the carrying value of assets to their estimated
liquidation  value and a liability of  approximately  $767,000 to accrue for the
cost of closing the operations.

       The  net  losses  of the  discontinued  operations  are  included  in the
statements  of  operations  under   discontinued   operations.   The  loss  from
discontinued operations consists of the following:
                                        Year Ended December 31,
                                         2000          1999
   Revenues                         $ 1,354,898        $  1,368,514
   Cost of revenues                   1,229,508           1,410,732
                                    -----------        ------------
   Gross margin (loss)                  125,390             (42,218)
   Marketing expense                  3,566,900           2,818,050
   Research and development expense     297,657              19,120
                                    -----------        ------------

   Operating loss                    (3,739,167)         (2,879,388)
   Provision for loss on
   discontinued operations           (1,750,000)                 --
                                    -----------        ------------
   Loss on discontinued operations  $(5,489,167)        $(2,879,388)
                                    ===========         ===========


<PAGE>
                                       6



Manufacturing

         We have established  manufacturing and distribution  relationships with
firms,  that we believe  will  provide the  capability  to meet our  anticipated
requirements  for the development of our therapeutic and  agricultural  products
for the  foreseeable  future.  We audit  our  contract-manufacturing  firms  for
process  capability,  management  control  and  for  the  capacity  to  scale-up
production in the event that larger volumes of product are needed.


         Materials  and  components  are  selectively   sourced  from  suppliers
nationally.  We have  good  working  relationships  with  all our  manufacturing
associates and suppliers.

Government Regulation

         Certain of our  activities  are subject to extensive  federal and local
laws and  regulations  controlling  the  development,  testing,  manufacture and
distribution  of  pesticide  and  pharmaceutical  products.  The  pharmaceutical
products of our IGG subsidiary are subject to regulation as  therapeutics by the
FDA,  while  our  agricultural  products  are  regulated  as  fungicides  and/or
insecticides  by the EPA and other  federal and state  regulatory  agencies.  In
addition, our products may also be subject to varying degrees of regulation by a
number of foreign governmental agencies. Compliance with FDA and EPA regulations
often results in substantial  costs relating to laboratory and clinical  testing
of new products, for the preparation and filing of documents in required formats
and for other testing.  Moreover,  there are no assurances  that we will receive
the approvals necessary to commercially market our products.

Food and Drug Administration Regulation

         The FDA  approval  process  consists of three steps that all new drugs,
antibiotics and biologicals must follow. These steps are:

         1.  investigational new drug application
         2.  clinical trials
         3.  new drug application (review and approval)

In  addition,  the FDA may impose  post-approval  requirements  (Phase 4) on the
applicant  to further  study some aspect of the product.  The  applicant is also
required to conduct post-market surveillance on its drug products.

         In 1993 the FDA approved new  procedures to accelerate  the approval of
certain   new  drugs  and   biological   products   directed   at   serious   or
life-threatening  illnesses.  These new  procedures are intended to expedite the
approval  process for patients  suffering  from terminal  illness,  if the drugs
subject to approval provide a therapeutic advantage over existing treatment.  We
believe that GBC-590 may fall under the FDA guidelines for accelerated approval,
since they are  targeted  as  potential  treatments  for cancer  metastasis  and
primary tumors,  although there can be no assurance that they will be subject to
such accelerated approval standards.

         Human clinical trials are generally conducted in three phases, normally
involving progressively larger numbers of patients.  Phase I clinical trials are
concerned  primarily  with  learning  more  about  the  safety  of  a  drug,  by
determining  the drug's  toxicity.  Typically  oncology  related  Phase I trials
involve 20-40 patients, taking one to two years to


<PAGE>
                                       7


complete. Phase I has been completed for GBC-590.

         Assuming  the  results  of  Phase I  testing  present  no  toxicity  or
unacceptable  safety problems,  Phase II trials may begin. The primary objective
of this stage of clinical testing is to determine  whether the drug is effective
in treating the disease or condition for which it is intended and it is designed
to continue to evaluate the toxicity of a drug. Phase II studies may take a year
or longer and could  involve  200 or more  patients  for each type of disease or
illness tested. These studies are randomized controlled trials that also attempt
to  identify  short-term  side  effects  and  risks in  people  whose  health is
impaired.  The cost per patient is  estimated  at $50,000 to  $70,000.  Phase II
trials of  GBC-590  being  investigated  for the  treatment  of  pancreatic  and
colorectal  cancers began in the second  quarter of 2000. We plan to commence an
expanded  Phase IIb  colorectal  trial in 2001 and may commence an initial trial
for prostate cancer in 2002.

     The  objective of Phase III is to develop  information  that will allow the
drug to be marketed and used safely. Phase III trials generally involve hundreds
of patients with the objective of expanding on the research carried out in Phase
II. Among the objectives of Phase III trials are to demonstrate that the product
is effective  and safe for treatment of a disease and to discover less common or
even  rare  side  effects  and  adverse  reactions.  This  information  will  be
incorporated into the drug's labeling.

     The third step that is  necessary  prior to marketing a new drug is the New
Drug  Application  (NDA)  submission  and  approval.   In  this  step,  all  the
information generated in the clinical trials along with preclinical,  chemistry,
manufacturing and controls,  pharmacokinetic data and labeling will be submitted
for review and, if acceptable to demonstrate safety and effectiveness,  the drug
will be approved for marketing.

     Subsequent  to,  or as a  condition  of FDA  approval,  the FDA may  impose
post-approval  requirements  (Phase 4) on the  applicant  to further  study some
aspect of the product.  The  applicant is also  required to conduct  post-market
surveillance  on its drug  product.  The time  required  to  complete  all steps
averages seven years, but can take significantly  longer.  There is no assurance
that the Company will ever receive FDA approval of any of its products.

Environmental Agency Approvals

         EPA  and  state   regulatory   approvals   must  be  obtained  for  all
agricultural products constituting fungicides, insecticides or herbicides before
these products can be sold in a particular state.

         EPA  approval   requires   submitting  a  comprehensive   data  package
describing  the  product  and  its  active  ingredients.  The  package  includes
information  on  product  identity,  product  chemistry,  mammalian  toxicology,
non-target  animal and plant studies and a clear and well-defined  manufacturing
process.  Although there is no set  registration  time schedule,  due in part to
EPA's  backlog of  registration  filings and need to be satisfied  that all data
requirements  have been met, most low risk,  exempt from  tolerance,  pesticides
(like those from SafeScience)  typically take from 12 to 18 months for approval.
The EPA regulatory process for the first generation (1%) Elexa PDB was completed
and  the  product  was


<PAGE>
                                       8


approved for sale in October 1997. Unconditional  registration approval from the
Federal EPA for a new more  concentrated  (4%) formulation of Elexa PDB was also
received on  February  15,  2001.  The  California  State  Pesticide  regulatory
approval  is pending and the Company  will also seek to  register  Elexa-4  with
other state regulatory agencies. There can be no assurance that the Company will
receive  approval for all, or any, of Elexa PDB's labeling claims from the State
of California, or other state regulatory agencies.

     The Company has initiated the registration  process for another  pesticide.
Our microbial agent, referred to as Bb447, for use in bait stations in homes and
commercial  settings for control of cockroaches and ants has also been submitted
to the EPA and is pending registration.

     The Company may pursue registration of its agricultural products in foreign
countries through its international distribution network.


The Internet

         The Internet provides us with an international  online audience that is
self-selected for its interest in ideas concerning human  therapeutics,  as well
as, chemical and environmental  safety. It allows potential partners  throughout
the world with ideas, information and products to contact us. We can be found at
http://www.safescience.com.

Competition

         Our  products  will  encounter   significant   competition  from  firms
currently  engaged  in  the  pharmaceutical,   biotechnology,  and  agrochemical
products industries.

         In the pharmaceutical  area, both GBC-590,  our lead drug candidate for
the  treatment  of multiple  forms of cancer,  and CAN-296 for the  treatment of
various fungal disorders, address large markets which are already populated with
several  biotechnology  and  large  pharmaceutical  companies.  These  companies
utilize  different  drug  discovery  methodologies,  including  small  molecule,
protein  chemistry,  liposome  technology,  and genomics.  The drug  development
industry  is  intensely  competitive,  and  many  of  our  actual  or  potential
competitors  have   significantly   greater  financial   resources  and/or  drug
development   experience   than  we  do.  There  is  no  assurance   that  other
carbohydrate-based or non-carbohydrate-based drugs with similar clinical effects
to GBC-590 may not already be in  development  by other  companies or that other
companies may not successfully develop such drugs in the future.

         Our agricultural  products compete in several different markets.  Elexa
PDB competes in the "high value"  agricultural  market.  Many  competitors  have
established brand recognition and customer loyalty and are significantly larger,
with  much  greater   financial   resources  and   well-established   chains  of
distribution,  than the Company.  It is our goal,  however,  to not  necessarily
replace competitors' products in certain instances,  but to offer an alternative
mode  of  action  which  can be  used  in  conjunction  with  many  conventional
pesticides in integrated pest management programs.

<PAGE>
                                       9


         Our  failure  to  compete   successfully   against  current  or  future
competitors could seriously harm our business,  financial  condition and results
of operation.


Product Liability

         Because  the  Company's  products  are  intended  to be  used in a wide
variety  of   applications   including  human   therapeutic   and   agricultural
commodities, the Company may be exposed to significant product liability claims.
The Company has  purchased  product  liability  insurance  for all its products,
which it believes is adequate; however, there can be no assurance that available
amounts of coverage  will be sufficient to protect the Company in the event of a
successful product liability claim.

Patent Status and Protection of Proprietary Technology

         On January 26, 2001, SafeScience executed an agreement with Wayne State
University and the Barbara Ann Karmanos Cancer  Institute  granting an exclusive
world-wide  license to  SafeScience  to patents  related to  "GBC-590  Material"
issued to or applied for by Wayne State  University and the Barbara Ann Karmanos
Cancer  Institute.  This  agreement  adds the rights to these patents and patent
applications to the Company's  existing portfolio of licensed patents and patent
applications,  consolidating  the rights to all of the parties' existing GBC-590
intellectual property within SafeScience. SafeScience made an initial payment of
$300,000 upon signing the  agreement  and will pay an  additional  $1,635,000 in
license payments over twelve months. Additional payments of up to $3,000,000 are
contingent upon reaching future commercialization  milestones.  The Company also
granted Wayne State  University  and the Barbara Ann Karmanos  Cancer  Institute
warrants to purchase jointly 1,375,000 shares of common stock at $1.15 that will
vest in equal  quarterly  installments  over two years beginning March 31, 2001.
All  payments  made  under this  agreement  will be  recorded  as  research  and
development  expense until such time as revenue is generated.  In addition,  the
Company will pay a 2% royalty jointly to Wayne State  University and the Barbara
Ann Karmanos Cancer Institute on net sales of GBC-590.

         In addition,  Dr. David Platt, our Former  Chairman,  CEO and Director,
has granted our IGG subsidiary an exclusive,  world-wide license,  including the
right to sublicense,  for all products covered by certain patents,  (if and when
granted) or patent applications that he has developed (including  GBC-590).  The
license was entered  into on January 7, 1994 and was amended on April 14,  1999.
IGG is  responsible  for  payment  of all costs  connected  with  obtaining  and
maintaining  the  patents.  In the case of GBC-590,  Dr.  Platt is entitled to a
royalty of 2% of all net sales.

         The Company believes it has patent rights necessary to protect its core
business activities. Specifically, the Company has acquired the exclusive rights
to two granted  United  States  patents,  one pending  United  States patent and
corresponding foreign patent filings covering its GBC 590 therapies. The Company
has the  exclusive  rights to two granted  United  States  patents,  one pending
United States patent,  and  corresponding  foreign  patent filings  covering its
Elexa (R) materials. The Company's BB-447 insect control technology is protected
by granted and pending patents in the United States and abroad.

         To the  extent  that the  Company  currently  relies  upon  unpatented,
proprietary  technology,  processes  and  know-how  and the  protection  of such
intellectual property by confidentiality  agreements,  there can be no assurance
that others may not  independently  develop  similar  technology and know-how or
that confidentiality will not be breached.  We believe


<PAGE>
                                       10


our  intellectual  property rights are significant and that the loss of all or a
substantial  portion of such rights could have a material  adverse effect on our
business,  financial  condition and results of operation.  There is no assurance
that any patents will ever be granted on our unpatented intellectual property.


Uncertainties Associated with Research and Development Activities

         The Company intends to continue its research and development activities
on its human therapeutic  products,  principally  GBC-590,  and its agricultural
products none of which are presently  ready for market and are in various stages
of development.  Research and development activities,  by their nature, preclude
definitive  statements  as to the time  required and costs  involved in reaching
certain  objectives  although the costs of these activities will be significant.
If research and development requires more funding than anticipated,  the Company
will have to reduce product  development  efforts or seek additional  financing.
There can be no assurance that the Company would be able to secure any necessary
additional  financing  or that such  financing  would be  available on favorable
terms.

Dependence Upon Key Persons

         The Company relies greatly in its efforts on the services of Bradley J.
Carver, CEO, President,  Treasurer and a member of the Board of Directors;  John
W. Burns,  Senior Vice President,  Chief Financial Officer and Secretary;  Brian
G.R. Hughes,  Chairman of the Board; and Clark F. Springgate,  M.D., Ph,D. Chief
Medical  Officer.  The  operation  and future  success of the  Company  could be
adversely affected in the event the Company were to lose their services.

Employees

         At December 31, 2000 we had  approximately  29 employees on a full-time
basis and also  employed a part-time  worker,  a decrease of 24  employees  from
December  31, 1999 as we reduced the  emphasis of our  consumer  and  commercial
cleaning  products.  As of March 28, 2001, we had 17 full time employees and one
part-time worker.



ITEM 2. PROPERTIES.

         Our offices are located at the Park Square Building,  8th Floor, 31 St.
James Avenue,  Boston,  Massachusetts  02116.  We lease a total of 11,300 square
feet of office space, which we seek to reduce to approximately 5,000 square feet
due to the reduced number of employees.
In addition to our leased space in Boston, we are conducting research at various
facilities on a contract or license basis.


ITEM 3. LEGAL PROCEEDINGS.

         There is no outstanding  material  litigation against the Company.  The
Company is aware of potential  litigation  threatened  by Agrogene Ltd. but does
not believe  this  threatened  litigation  represents  a material


<PAGE>
                                       11


threat to the Company's operations.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.


<PAGE>
                                       12





                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS'
         MATTERS.

(a)  Market Information

         In May 1998,  the  Company's  securities  became  traded on the  NASDAQ
(Small  Cap)  market  under  the  symbol  SAFS.  Prior  thereto,  the  Company's
securities  were  traded   over-the-counter  by  the  National   Association  of
Securities Dealers, Inc. under the symbol IGGI. The table shows the high and low
closes of Company's common stock during 1999 and 2000:

QUARTER ENDED                                     CLOSE
                                             High      Low
1999
         March 31                            9 5/8    4 3/4
         June 30                            23 3/4    9 1/2
         September 30                       29       14 7/16
         December 31                        20 7/8   11 5/8
2000
         March 31                           18 7/8   11 5/8
         June 30                            12 1/2    4 11/16
         September 30                        5 1/4    1 3/4
         December 31                         2 3/4    1 3/16

(b)  Holders

         As of March 28,  2001,  the  Company  had 474  holders of record of its
common  stock.  This number  does not  include  those  beneficial  owners  whose
securities  are held in  street  name.  The  total  number  of  stockholders  is
estimated to be approximately 7,900.

(c)  Dividends

         The Company has never paid a cash  dividend on its common stock and has
no present intention to declare or pay cash dividends on the common stock in the
foreseeable  future.  The Company  intends to retain any  earnings  which it may
realize in the foreseeable  future to finance its operations.  Future dividends,
if any, will depend on earnings, financing requirements and other factors.

(d) Sales of Unregistered Securities

         Set forth in  chronological  order below is  information  regarding the
number of shares of capital  stock  issued by the Company  during the year ended
December 31, 2000.  Further included is the  consideration,  if any, received by
the  Company for such  shares,  and  information  relating to the section of the
Securities  Act or rule of the Securities  and Exchange  Commission  under which
exemption from registration was claimed.

<PAGE>
                                       13



1.     On March 30, 2000,  the Company  issued an aggregate of 346,020 shares of
       Common Stock to two accredited  investors for $14.45 per share,  warrants
       to purchase 108,996 additional shares at $15.98 per share exercisable for
       five years,  and  adjustable  warrants  to  purchase  shares at $0.01 per
       share, the number of shares to be determined in the future according to a
       formula  based on the then price per share  compared to the $14.45 common
       stock offering price (see 4, 5, 6, 7, and 8 below). Net proceeds from the
       offering were $4,462,061.

2.     On March 30, 2000,  the Company  issued an aggregate of 333,334 shares of
       Common Stock to four accredited investors for $12.00 per share,  warrants
       to purchase 75,758  additional shares at $15.98 per share exercisable for
       five years. Net proceeds from the offering were $3,845,000

3.     On June 30, 2000,  the Company  issued an aggregate of 138,408  shares of
       Common  Stock to two  accredited  investors  for $14.45  per  share.  Net
       proceeds from the offering were $1,841,182.

4.     On August 2, 2000,  the Company  issued an aggregate of 256,456 shares of
       Common  Stock  pursuant to the exercise of an  adjustable  warrant (see 1
       above).  Since the  exercise  was on a  "cashless"  basis  there  were no
       proceeds from the exercise.

5.     On October 3, 2000,  the Company issued an aggregate of 345,467 shares of
       Common  Stock  pursuant to the exercise of an  adjustable  warrant (see 1
       above).  Since the  exercise  was on a  "cashless"  basis  there  were no
       proceeds from the exercise.

6.     On October 5, 2000,  the Company issued an aggregate of 460,324 shares of
       Common  Stock  pursuant to the exercise of an  adjustable  warrant (see 1
       above).  Since the  exercise  was on a  "cashless"  basis  there  were no
       proceeds from the exercise.

7.     On November 27, 2000,  the Company  issued an aggregate of 600,000 shares
       of Common  Stock and a warrant to  purchase  200,000  shares at $2.63 per
       share,  exercised  for  five  years,  pursuant  to  the  exercise  of  an
       adjustable warrant (see 1 above).  Since the exercise was on a "cashless"
       basis there were no proceeds from the exercise.

8.     On December 5, 2000, the Company issued an aggregate of 600,000 shares of
       Common Stock and a warrant to purchase 200,000 shares at $2.63 per share,
       exercised  for five  years,  pursuant to the  exercise  of an  adjustable
       warrant (see 1 above). Since the exercise was on a "cashless" basis there
       were no proceeds from the exercise.

9.     In 2000, the Company issued 5,518 shares of Common Stock to its employees
       in consideration for services.

10.    In 2000, the Company issued 30,500 shares of Common Stock to a consultant
       in consideration for services.


<PAGE>
                                       14


11.    During the fourth  quarter of 2000,  the Company  raised  $4,703,000 in a
       private  placement  offering of common stock to 15  accredited  investors
       whereby  3,960,421  shares  were sold at $1.1875  per share,  as well as,
       warrants to purchase 396,042 shares each at prices of $2.20, $2.50, $3.00
       and $5.00 per share  exercisable for five years, and warrants to purchase
       380,000  shares  at  $0.01  per  share  for a total of  1,964,168  shares
       issuable  upon the exercise of warrants.  Net proceeds  from the offering
       were $4,703,000.

No  underwriters  were used in connection  with these sales and  issuances.  The
sales and issuance of these securities were exempt from  registration  under the
Securities Act pursuant to Section 4(2) of the

Securities  Act and the rules and  regulations  thereunder on the basis that the
transactions did not involve a public offering.  All of the foregoing securities
are deemed restricted securities for the purposes of the Securities Act.



<PAGE>
                                       15



ITEM 6.   SELECTED FINANCIAL DATA

Selected Consolidated Financial Data

         The selected  financial data presented  below has been derived from the
financial  statements of the Company.  The following  table  summarizes  certain
financial  information  and  should be read in  conjunction  with  "Management's
Discussion  and Analysis of Results of Operations  and Financial  Condition" and
the Financial  Statements and related notes  included  elsewhere in this Report.
The  consolidated  statement of  operations  data set forth below for the fiscal
years ended December 31, 1998, 1999 and 2000, and the consolidated balance sheet
data as of December 31, 1999 and 2000, are derived from the Company's  financial
statements  which have been audited by Arthur Andersen LLP,  independent  public
accountant, and which are included elsewhere in this Annual Report on Form 10-K.
The  consolidated  statement of operations data for the years ended December 31,
1996 and 1997 as well as the consolidated  balance sheet data as of December 31,
1998,  1997  and 1996  are  derived  from  the  audited  consolidated  financial
statements  not  included in this Annual  Report on Form 10-K.  The  information
shown below may not be indicative of the Company's future results of operations.

<TABLE>

                                                              As of December 31,
                                       ------------------------------------------------------------------------------------------
                                              2000               1999              1998             1997              1996
                                              ----               ----              ----             ----              ----
<S>                                           <C>                <C>              <C>              <C>                 <C>
BALANCE SHEET DATA:
Cash and cash equivalents                     $ 2,547,353        $3,377,067       $ 3,439,408      $ 2,594,312         $ 444,661
Working capital                                 1,768,337         2,554,744         3,095,242        2,180,775           272,315
Total assets                                    5,779,117         5,513,500         3,968,588        2,906,737           488,839

 Stockholders' equity                           1,845,751         4,521,117         3,500,449        2,443,120           298,091
                                                                      Year Ended December 31,
                                        ------------------------------------------------------------------------------------------
TATEMENT OF OPERATIONS   DATA:
                                              2000               1999              1998             1997              1996
                                              ----               ----              ----             ----              ----

 Research and development                       4,494,135         2,887,904         2,174,400        2,390,021         1,095,027
 General and administrative                     4,093,507         5,837,861         4,420,886        2,428,072         1,118,125
 Marketing                                      1,688,015         1,041,994                 -                -                 -
 Restructuring charge                           1,478,957                 -                 -                -                 -
                                              ------------        -----------       -----------      -----------       -----------
perating loss                                 (11,754,614)       (9,767,759)       (6,595,286)      (4,818,093)       (2,213,152)
                                              ------------        -----------       -----------      -----------       -----------

Other income (expense)
 Interest and other expense                      (243,373)           (8,063)             (392)                -         (105,284)
 Interest income                                  216,842           353,492           122,173           83,618            18,289
 Loss on disposal of assets                             -                 -                -                 -            (1,767)
                                              ------------        -----------       -----------      -----------       -----------

Total other income (expense)                      (26,531)          345,429           121,781           83,618           (86,995)
                                             ------------        -----------       -----------      -----------       -----------
Loss from continuing operations               (11,781,144)       (9,422,330)       (6,473,505)      (4,734,475)       (2,300,147)
                                             ------------        -----------       -----------      -----------       -----------
Loss from discontinued operations
                                               (5,489,167)       (2,879,388)                 -                -                -
Net loss                                     $(17,270,311)     $(12,301,718)      $(6,473,505)     $(4,734,475)      $(2,300,147)
                                             =============      =============      ============     ============      ============

Basic and diluted net loss per
common share from continuing
operations                                        $ (0.64)          $ (0.59)          $ (0.50)         $ (0.43)          $ (0.26)

Basic and diluted net loss per
common share from
discontinued operations                             (0.30)            (0.18)               -                 -                -
                                             ------------        -----------       -----------      -----------       -----------
Basic and diluted net loss per                  $   (0.94)          $ (0.77)          $ (0.50)         $ (0.43)          $ (0.26)
                                                =========           =========         ========         ========          ========
common share

Number of weighted average                     18,314,819        16,060,783        13,000,259       11,022,577          8,700,146
 shares outstanding                         =============        ==========        ==========       ==========         ==========

</TABLE>


<PAGE>
                                       16





ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION

         The  following  discussion  should  be read  in  conjunction  with  the
consolidated  financial statements and notes thereto appearing elsewhere in this
report.

Results of Operations: December 31, 2000 versus December 31, 1999


Continuing Operations
---------------------
         Research and development  expenses increased to $4,494,135 for the year
ended December 31, 2000 from $2,887,904 for the year ended December 31, 1999, an
increase of $1,606,231,  or 55.6%. This increase was principally attributable to
the  Company's  ongoing  clinical  trials of GBC-590,  its lead drug  candidate,
partially offset by reduced spending on agricultural products.

         General and  administrative  expenses  decreased to $4,093,507  for the
year ended  December 31, 2000 from  $5,837,861  for the year ended  December 31,
1999,  a  decrease  of  $1,744,804,  or 29.9%.  This  decrease  was  principally
attributable  to a reduction in consulting  expense and  officers'  compensation
partially offset by increases in other salaries and rent.

         Marketing  expenses increased to $1,688,015 for the year ended December
31, 2000 from  $1,041,994  for the year ended  December 31, 1999, an increase of
$646,021,  or 62.0%. This increase was principally  attributable to salaries and
consulting  expense for agriculture and human  therapeutics not directly related
to research and development.

         During the second  quarter,  Bradley J. Carver became the Company's new
Chief  Executive  Officer to replace Dr.  David  Platt and the  Company  began a
restructuring of operations.  In connection with Dr. Platt's departure and other
employee  reductions,  the Company recorded a charge in the amount of $1,478,956
to cover associated costs.  (See Note 3)

         Interest  income  decreased to $216,842 for the year ended December 31,
2000 from $353,492 for the year ended December 31, 1999, a decrease of $136,650,
or 38.7%.  This decrease was  attributable  to a reduction in cash available for
investment.

Discontinued Operations
-----------------------

         On November 15, 2000,  the Company  engaged a merchant  bank to explore
alternatives  including  sale or other  disposition  of the Company's  consumer,
commercial and agriculture business areas. The Company terminated  operations of
the  consumer and  commercial  product  business  areas on February 23, 2001 and
began the process of liquidating all assets and liabilities  pertaining to those
operations.  Accordingly,  the Company has treated its consumer  and  commercial
products  operations as a discontinued  operation in accordance  with Accounting
Principles  Board  Opinion  No.  30 and  has  reclassified  the  1999  financial
statements to reflect this treatment.  For the year ended December 31, 2000, the
Company  has  recorded  a reserve  in the amount of  $1,750,000  which  includes
approximately $983,000 to reduce the carrying value of assets to their estimated
liquidation  value and a liability of  approximately  $767,000 to accrue for the
cost of closing the operations.

<PAGE>
                                       17


         The net  losses of the  discontinued  operations  are  included  in the
statements  of  operations  under   discontinued   operations.   The  loss  from
discontinued operations consists of the following:

                                                      Year Ended December 31,
                                                2000                  1999
Revenues                                    $ 1,354,898           $  1,368,514
Cost of revenues                              1,229,508              1,410,732
                                              ---------           ------------
Gross margin (loss)                             125,390               (42,218)
Marketing expense                             3,566,900              2,818,050
Research and development expense                297,657                 19,120
                                            -----------           ------------

Operating loss                               (3,739,167)            (2,879,388)
Provision for loss on discontinued
      operations                            (1,750,000)                     -
                                            -----------           ------------
Loss on discontinued operations             $(5,489,167)          $ (2,879,388)
                                            ============          =============

Results of Operations: December 31, 1999 versus December 31, 1998

         Research and development  expenses increased to $2,887,904 for the year
ended December 31, 1999 from $2,174,400 for the year ended December 31, 1998, an
increase of $713,504,  or 32.8%.  This increase was principally  attributable to
the Company's ongoing research activities on GBC-590, its lead drug candidate.

         General and  administrative  expenses  increased to $5,837,861  for the
year ended  December 31, 1999 from  $4,420,886  for the year ended  December 31,
1998,  an  increase of  $1,416,975,  or 32.1%.  This  increase  was  principally
attributable to a combination of additional  administrative  compensation  costs
and related employee benefits expenses.

         Marketing  expenses  were  $1,041,994  for the year ended  December 31,
1999. Due to the  reclassifications for discontinued  operations,  no comparison
with 1998 would be meaningful.  Marketing expenses were principally attributable
to salaries,  consultants and travel for agriculture and human  therapeutics not
directly related to research and development.


         Interest  income  increased to $353,492 for the year ended December 31,
1999 from  $122,173  for the year  ended  December  31,  1998,  an  increase  of
$231,319,  or 189.3%.  This  increase  was  attributable  to an increase in cash
available  for  investment  due to  cash  proceeds  received  from  six  private
placements of the Company's securities during 1999 and 1998 and interest charged
on notes receivable from related parties.


<PAGE>
                                       18





Liquidity and Capital Resources

         Since inception,  the Company has funded its operations  primarily with
the proceeds from debt and equity securities totaling approximately $40,500,000.
For the year ended December 31, 2000, the Company's  operations utilized cash of
$13,287,000  primarily to fund the  operating  loss,  including  $4,581,000  for
discontinued  operations.  This use of cash was offset by equity financings that
resulted in net proceeds of $12,851,000  to the Company.  In 1999, the Company's
operations  utilized cash of $10,050,000  which was offset by equity  financings
that resulted in net proceeds of $10,939,000.

      Capital expenditures for the year ended December 31, 2000 were as follows:
           Computer, office and
            laboratory equipment                       $35,162
           Furniture, fixtures and
            leasehold improvements                      71,000
                                                     ---------
                                                     $ 106,162
                                                     =========

          The  Company  has no  significant  commitments  for  the  purchase  of
equipment,  product  manufacturing or marketing efforts at present.  The Company
leases office  facilities  under an operating  lease that ends in February 2005.
Rent expense for this space will be approximately  $398,000 in 2001. The Company
is  seeking  to  reduce  its  space  from  the  current  11,300  square  feet to
approximately 5,000 square feet due to the reduced number of employees.

         On January 26, 2001, SafeScience executed an agreement with Wayne State
University and the Barbara Ann Karmanos Cancer  Institute  granting an exclusive
world-wide  license to  SafeScience  to patents  related to  "GBC-590  Material"
issued to or applied for by Wayne State  University and the Barbara Ann Karmanos
Cancer  Institute.  This  agreement  adds the rights to these issued patents and
patent  applications to the Company's existing portfolio of licensed patents and
patent  applications,  consolidating  the rights to all of the parties' existing
GBC-590  intellectual  property within SafeScience.  SafeScience made an initial
payment of  $300,000  upon  signing  the  agreement  and will pay an  additional
$1,635,000 in license payments over twelve months.  Additional payments of up to
$3,000,000 are contingent upon reaching future commercialization milestones. The
Company also granted Wayne State  University and the Barbara Ann Karmanos Cancer
Institute warrants to purchase jointly 1,375,000 shares of common stock at $1.15
that will vest in equal  quarterly  installments  over two years beginning March
31, 2001.  All payments made under this  agreement  will be recorded as research
and  development  expense until such time as revenue is generated.  In addition,
the  Company  will pay a 2% royalty  jointly to Wayne State  University  and the
Barbara Ann Karmanos Cancer Institute on net sales of GBC-590.

<PAGE>
                                       19


         As of December 31, 2000, the Company's cash balances were approximately
$2,547,000,  as compared to $3,377,000 as of December 31, 1999.  The Company has
no bank lines of credit or other commercial financing sources at present but may
seek such sources in the future. It is not known whether  additional funds could
be borrowed from stockholders or other sources.

         During the fourth quarter of 2000,  the Company raised  $4,703,000 in a
private placement offering of common stock whereby 3,960,421 shares were sold at
$1.1875 per share, as well as warrants to purchase 396,042 shares each at prices
of $2.20,  $2.50,  $3.00 and $5.00 per share  exercisable  for five  years,  and
warrants to purchase  380,000 shares at $0.01 per share for a total of 1,964,168
shares  issuable upon exercise of warrants.  The purchasers  have certain rights
including,  but not limited to, registration rights, and adjustments for certain
events.  Net proceeds  from the  offering  were  $4,703,000.  The payment by one
purchaser was not received by the Company  until January 3, 2001,  and therefore
was  recorded as a stock  subscription  receivable  at December  31, 2000 in the
amount of $2,000,000.

         During the first quarter of 2001, the Company has raised  $800,000 in a
private placement offering of common stock whereby 700,000 shares were sold at a
weighted average of $1.1429 per share. The purchasers also received  warrants to
purchase  280,000  shares  at  prices  ranging  from  $2.20 to $5.00  per  share
exercisable for five years,  and warrants to purchase 90,000 shares at $0.01 per
share.

         As of March 30,  2001,  the  Company's  cash and cash  equivalents  was
approximately $1,946,793.

         The Company believes that its existing funds will be sufficient to fund
its operating  expenses and capital  requirements as currently planned into June
2001. The Company's  future is dependent upon its ability to obtain financing to
fund its  operations.  The  Company is seeking to raise  additional  debt and/or
equity  financing.  In the event  the  Company  is  unable to obtain  additional
financing it will be required to substantially  reduce or cease operations.  The
Company expects to incur substantial additional operating costs, including costs
related to ongoing research and development activities,  preclinical studies and
clinical trials.

Market Risk

         The  Company is exposed to market  risk  related to changes in interest
rates as well as changes in currency exchange rates as measured against the U.S.
dollar and each other which could  positively  or negatively  affect  results of
operations  and retained  earnings.  As of December  31,  2000,  the Company has
evaluated its risk and determined that any exposure to currency  exchange is not
significant to the Company's overall consolidated  financial results.  There can
be no  assurance  that the


<PAGE>
                                       20


Company's  exposure  will  remain at these  levels,  especially  in the event of
significant  and  sudden  fluctuations  in the  value of local  currencies.  The
Company does not use derivative financial instruments for speculative or trading
purposes.

Interest Rate Sensitivity

         The Company  maintains  short-term  investments  in an overnight  money
market account  comprised of U.S.  treasury bills. If market interest rates were
to  increase  immediately  and  uniformly  by 10% from  levels  that  existed at
December  31,  2000,  the  fair  value  of the  portfolio  would  decline  by an
immaterial amount.

Certain Factors That May Affect Future Results

The  risks  and  uncertainties  described  below  are not the only  ones  facing
SafeScience,  Inc. Additional risks and uncertainties not presently known to the
Company or that it  currently  deems  immaterial  may also  impair its  business
operations.

If any of the following risks actually occur, the Company's business,  financial
condition or results of operations could be materially  adversely  affected.  In
those cases, the trading price of the common stock could decline.


WE HAVE  EXPERIENCED  SIGNIFICANT  OPERATING LOSSES  THROUGHOUT OUR HISTORY,  WE
EXPECT  THESE  LOSSES TO CONTINUE  AND WE MAY NOT ACHIEVE  PROFITABILITY  IN THE
FUTURE

We began operations more than eight years ago and began to generate revenue only
in the second quarter of 1999. Through December 31, 2000, we have only generated
$2,723,000   from  product  sales.   On  February  23,  2001  we  announced  the
discontinuation  of our consumer and commercial  product business from which all
of our  revenues  to date  have been  generated.  We do not  expect to  generate
product  revenue for several  years;  if at all. We have incurred  approximately
$44.0 million of operating  losses since our inception,  including $17.3 million
in the year ended December 31, 2000.  Extensive operating losses can be expected
to continue for the foreseeable future.

MANY  OF  OUR  PRODUCTS  ARE  STILL  IN  DEVELOPMENT,  THERE  ARE  UNCERTAINTIES
ASSOCIATED  WITH  RESEARCH AND  DEVELOPMENT  ACTIVITIES  AND WE MAY BE UNABLE TO
BRING NEW PRODUCTS TO MARKET

Many of our proposed products require further research, development,  laboratory
testing,   regulatory   approval  and/or   demonstration   of  commercial  scale
manufacturing before they can be proven to be commercially viable. Many of these
proposed  products  are in the  development  stage and are  subject to the risks
inherent in the development of new products,  particularly  those products based
upon


<PAGE>
                                       21


biotechnology. Potential products that appear to be promising at early stages of
development  may not reach the  market  for a number of  reasons.  Such  reasons
include the possibilities that potential products are found during testing to be
ineffective,   or  unsafe,  that  they  fail  to  receive  necessary  regulatory
approvals,  are difficult or uneconomical to manufacture on a large scale,  fail
to  achieve  market  acceptance  or  are  precluded  from  commercialization  by
proprietary  rights of third  parties.  We  cannot  predict  with any  degree of
certainty  when, or if, the research,  development,  testing  and/or  regulatory
approval  process for our proposed  products will be completed.  If research and
development  requires more funding than anticipated,  we will have to reduce our
product   development  efforts  or  seek  additional   financing.   Our  product
development efforts may be unsuccessful, required regulatory approvals from U.S.
or foreign authorities may not be obtained, and products, if introduced, may not
be capable of being produced in commercial  quantities at reasonable costs or be
successfully marketed. The failure of our research and development activities to
result in any  commercially  viable  products or technologies  would  materially
adversely affect our future prospects.

WE MAY NOT GENERATE  REVENUES IN THE FUTURE BECAUSE WE HAVE CEASED  OPERATION OF
OUR CONSUMER AND COMMERCIAL PRODUCT AREAS

We  have  generated  substantially  all  our  revenues  from  our  consumer  and
commercial  products.  We have  discontinued  operations  for our  consumer  and
commercial product business and are exploring  alternatives for our agricultural
product  business.  We will not  generate  revenues or other funds on an ongoing
basis unless we receive current payments with respect to the sale of these areas
or we are able to successfully  bring to market  pharmaceutical  or agricultural
products.

WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FUNDING WHEN NEEDED,  WHICH COULD REDUCE
OUR ABILITY TO FUND OR EXPAND OPERATIONS

We believe that our existing funds are sufficient to fund our operating expenses
and  capital  requirements  into June 2001.  We are  pursuing  additional  funds
through  sales of our  securities.  Additional  equity  financing  may result in
dilution to our shareholders.  The resale of the common stock offered by selling
stockholders  may  negatively  affect our  ability to obtain  financing.  If the
market price of our common stock declines,  some potential  investors may either
refuse to offer us any financing or will offer financing at  unacceptable  rates
or unfavorable  terms. If we are unable to obtain  financing on favorable terms,
we may be unable to fund or expand our operations or we may only be able to fund
or expand our operations on terms that adversely affect our financial condition.
If we are unable to obtain  financing  necessary to fund our operations,  we may
have to sell or liquidate SafeScience.

OUR FAILURE TO PROTECT OUR  INTELLECTUAL  PROPERTY  OR OUR  INFRINGEMENT  ON THE
PROPERTY RIGHTS OF OTHERS MAY IMPEDE OUR ABILITY TO OPERATE FREELY


<PAGE>
                                       22


We  rely  significantly  upon  proprietary  technology.  To the  extent  that we
currently rely upon unpatented,  proprietary technology,  processes and know-how
and the protection of such intellectual property by confidentiality  agreements,
others  may   independently   develop   similar   technology   and  know-how  or
confidentiality may be breached.  Any claims against us or any purchaser or user
of our products or patents,  including  GBC-590,  asserting that our products or
patents  infringe  or may  infringe  proprietary  rights  of third  parties,  if
determined  adversely  to  us,  could  have a  material  adverse  effect  on our
business,  financial  condition or results of  operations.  Any claims,  with or
without merit, could be time-consuming,  result in costly litigation, divert the
efforts of our technical and management  personnel,  or require us to enter into
royalty or  licensing  agreements,  any of which  could have a material  adverse
effect upon our  operating  results.  Such royalty or licensing  agreements,  if
required,  may not be  available  on terms  acceptable  to us, if at all. In the
event a claim  against us is  successful  and we cannot  obtain a license to the
relevant  technology on  acceptable  terms,  license a substitute  technology or
redesign our products to avoid infringement,  our business,  financial condition
and results of operations would be materially adversely affected.

WE DEPEND ON TECHNOLOGY  LICENSED TO US BY THIRD PARTIES AND IF WE ARE UNABLE TO
CONTINUE LICENSING THIS TECHNOLOGY WE MAY BE UNABLE TO GENERATE REVENUES

We license our technology,  including GBC-590, from third parties. We anticipate
that we will  continue to license  technology  from third parties in the future.
This  technology  may not continue to be available  on  commercially  reasonable
terms,  if at all.  The  technology  we  license  from  third  parties  would be
difficult to replace.  The loss of any of these technology licenses would result
in delays in the  availability of our products until equivalent  technology,  if
available,  is  identified,  licensed  and  integrated.  The use of  replacement
technology  from other  third  parties  would  require us to enter into  license
agreements  with these  third  parties,  which  could  result in higher  royalty
payments and a loss of product differentiation.

IF OUR PRODUCTS ARE NOT ACCEPTED BY  AGRICULTURAL  AND MEDICAL  COMMUNITIES  OUR
BUSINESS WILL SUFFER

Our  principal  product  areas are  agricultural  products and  pharmaceuticals.
Commercial  sales of our  proposed  products in these  areas will  substantially
depend upon the products'  efficacy and on their  acceptance by the agricultural
and medical  communities.  Widespread  acceptance  of our products  will require
educating  the  agricultural  and medical  communities  as to the  benefits  and
reliability  of the products.  Our proposed  products may not be accepted,  and,
even if accepted,  we are unable to estimate the length of time it would take to
gain such acceptance.

IF THE THIRD PARTIES WE RELY ON FOR MANUFACTURING OUR PRODUCTS ARE UNABLE


<PAGE>
                                       23


TO PRODUCE THE NECESSARY AMOUNTS OF OUR PRODUCTS,  DO NOT MEET OUR QUALITY NEEDS
OR TERMINATE THEIR RELATIONSHIPS WITH US, OUR BUSINESS WILL SUFFER

We do not presently have our own manufacturing  operations,  nor do we intend to
establish any unless and until in the opinion of management,  the size and scope
of  our  business  so  warrants.   While  we  have   established   manufacturing
relationships with firms that we believe will provide the capability to meet our
anticipated  requirements for the foreseeable  future,  we have not entered into
any long-term  arrangements for  manufacturing  and such arrangements may not be
obtained on desirable terms.  Therefore,  for the foreseeable future, we will be
dependent upon third parties to manufacture our products.

Our reliance on independent  manufacturers involves a number of risks, including
the absence of adequate  capacity,  the  unavailability of, or interruptions in,
access to necessary  manufacturing  processes and reduced  control over delivery
schedules.   If  our   manufacturers   are  unable  or   unwilling  to  continue
manufacturing  our  products  in  required  volumes,  we will  have to  identify
acceptable  alternative  manufacturers.  The use of a new manufacturer may cause
significant  interruptions  in supply  if the new  manufacturer  has  difficulty
manufacturing products to our specifications. Further, the introduction of a new
manufacturer may increase the variation in the quality of our products.

WE FACE INTENSE  COMPETITION AND RAPID  TECHNOLOGICAL  CHANGES IN THE MARKETS IN
WHICH WE COMPETE,  AND OUR FAILURE TO SUCCESSFULLY  COMPETE OR ADOPT TO CHANGING
TECHNOLOGY COULD MAKE IT DIFFICULT TO ACQUIRE AND RETAIN CUSTOMERS

Many companies,  including large  pharmaceutical,  chemical,  biotechnology  and
agricultural  concerns,  universities  and  other  research  institutions,  with
financial   resources  and  research  and  development   staffs  and  facilities
substantially greater than ours, may develop or attempt to develop products that
compete with our  products.  These  companies may have the ability to devote far
greater  resources to researching,  developing and marketing their products than
we are able to do.  In  addition,  the  biotechnology  industry  is one in which
technological  change is extremely rapid.  Our ability to anticipate  changes in
technology  and  industry  standards  together  with  regulatory  changes and to
successfully  develop and introduce new and enhanced  products on a timely basis
will be significant factors in our ability to grow and remain  competitive.  Any
products which we do develop may become technologically  obsolete before we have
had the ability to realize significant revenues or profits.

OUR BUSINESSES ARE SUBJECT TO SIGNIFICANT  GOVERNMENT  REGULATION AND FAILURE TO
ACHIEVE REGULATORY APPROVAL OF OUR PRODUCTS WOULD SEVERELY HARM OUR BUSINESS

The FDA regulates the manufacture,  distribution and promotion of pharmaceutical
products in the United States pursuant to the Federal Food Drug and Cosmetic Act
and related  regulations.  We must receive premarket


<PAGE>
                                       24


approval  by the FDA for any  commercial  sale of our  pharmaceutical  products.
Before receiving such approval we must provide proof in human clinical trials of
the  nontoxicity,  safety and  efficacy of our  pharmaceutical  products,  which
trials can take several  years.  Premarket  approval is a lengthy and  expensive
process.  We may not be able to obtain FDA approval for any  commercial  sale of
our product.  By regulation,  the FDA has 180 days to review an application  for
approval to market a pharmaceutical product; however, the FDA frequently exceeds
the 180-day time period. In addition, based on its review, the FDA may determine
that additional clinical trials are required. Except for any potential licensing
arrangements  with other  pharmaceutical  companies,  we will not  generate  any
revenues in  connection  with our  pharmaceutical  products  unless and until we
obtain FDA  approval to sell our  products in  commercial  quantities  for human
application.

The investigation,  manufacture and sale of agricultural  products is subject to
regulation by the EPA, including the need for approval before marketing,  and by
comparable foreign and state agencies. Our agricultural products will be able to
be commercially  marketed for use either in the United States or other countries
only by  first  obtaining  the  necessary  approvals.  While  we hope to  obtain
regulatory  approvals  for  our  proposed  products,  we may  not  obtain  these
approvals on a timely basis, if at all.

REIMBURSEMENT PROCEDURES AND FUTURE HEALTHCARE REFORM MEASURES ARE UNCERTAIN AND
MAY ADVERSELY IMPACT THE SALE OF OUR PHARMACEUTICAL PRODUCTS

Our ability to sell our pharmaceutical products successfully will depend in part
on the extent to which government  health  administration  authorities,  private
health insurers and other organizations will reimburse patients for the costs of
our  pharmaceutical  products  and  related  treatments.  In the United  States,
government and other third-party  payers have sought to contain healthcare costs
by limiting both coverage and the level of reimbursement for new  pharmaceutical
products  approved  for  marketing  by the FDA. In some cases,  these payers may
refuse to provide any  coverage for uses of approved  products to treat  medical
conditions even though the FDA has granted marketing approval. Healthcare reform
may  increase  these cost  containment  efforts.  We believe  that  managed care
organizations may seek to restrict the use of new products,  delay authorization
to use new  products or limit  coverage and the level of  reimbursement  for new
products.  Internationally,  where  national  healthcare  systems are prevalent,
little if any funding may be available  for new products,  and cost  containment
and cost reduction efforts can be more pronounced than in the United States.

ISSUANCES OF OUR SECURITIES ARE SUBJECT TO FEDERAL AND STATE SECURITIES LAWS AND
CERTAIN PRIOR  OFFERINGS OF OUR SECURITIES MAY NOT HAVE COMPLIED WITH APPLICABLE
SECURITIES LAWS

Issuances  of  securities  are  subject to federal  and state  securities


<PAGE>
                                       25


laws.  Certain prior private placement  offerings of our securities may not have
complied  with  requirements  of  applicable  state  securities  laws.  In  such
situations a number of remedies may be available to regulatory  authorities  and
stockholders  who purchased  securities in such  offerings,  including,  without
limitation, rescission rights.

OUR  GROWTH  MAY BE  LIMITED  IF WE ARE  UNABLE  TO RETAIN  AND HIRE  ADDITIONAL
QUALIFIED PERSONNEL AS NECESSARY

Our  success  will  depend  on our  ability  to  retain  key  employees  and our
continuing ability to attract and retain highly qualified scientific,  technical
and managerial  personnel.  Competition for such personnel is intense and we may
not be able to retain existing  personnel or attract qualified  employees in the
future. At present, we employ  approximately 17 full time employees and one part
time worker.  We depend upon the personal  efforts and abilities of our officers
and  directors,  and would be materially  adversely  affected if their  services
ceased to be available for any reason and comparable  replacement personnel were
not employed.

THE BUSINESSES IN WHICH WE ENGAGE HAVE A RISK OF PRODUCT  LIABILITY,  AND IN THE
EVENT OF A SUCCESSFUL SUIT AGAINST US, OUR BUSINESS COULD BE SEVERELY HARMED

The testing,  marketing and sale of  agricultural  and  pharmaceutical  products
entails a risk of product  liability  claims by consumers  and others.  While we
currently maintain product liability  insurance which we believe to be adequate,
such insurance may not continue to be available at a reasonable  cost or may not
be sufficient to fully cover any potential  claims. In the event of a successful
suit against us, the lack or  insufficiency  of insurance  coverage could have a
material adverse effect on our business and financial condition.

WE ARE CONTRACTUALLY OBLIGATED TO ISSUE SHARES IN THE FUTURE

As of December  31, 2000 there were  outstanding  options to purchase  1,163,417
shares of common stock, at a weighted  average exercise price of $6.39 per share
and warrants to purchase  2,665,104 shares of common stock at a weighted average
price of $4.01 per share. Moreover, we may in the future issue additional shares
to raise capital, acquire other companies or technologies,  to pay for services,
or for other  corporate  purposes.  Any such  issuances  will have the effect of
further diluting the interest of current shareholders.

WE MUST COMPLY WITH THE LISTING  REQUIREMENTS  OF THE NASDAQ  SMALLCAP MARKET OR
OUR COMMON STOCK AND LIQUIDITY WOULD DECLINE

Our common stock could be delisted from The Nasdaq Stock Market if the bid price
of our common  stock  falls  below  $1.00 per share for  thirty  (30)consecutive
business  days, if we have less than  $2,000,000  in net tangible  assets (total
assets less total liabilities and goodwill) and our market  capitalization falls
below $35 million,  or if the value of our


<PAGE>
                                       26


common stock held by our  stockholders  (other than our  directors and executive
officers)  is less than  $1,000,000.  On  certain  days in March 2001 our common
stock traded at prices below $1.00 per share.

If Nasdaq  delisted  our common  stock,  we would likely seek to list our common
stock for quotation on a regional stock exchange.  However,  if we are unable to
obtain  listing or quotation  on such market or exchange,  trading of our common
stock would occur in the over-the-counter market on an electronic bulletin board
for unlisted  securities  or in what are commonly  known as the "pink sheet." In
addition,  delisting  from Nasdaq and failure to obtain  listing or quotation on
such  market or exchange  would  subject our common  stock to  so-called  "penny
stock" rules.  These rules impose  additional  sales  practice and market making
requirements on broker-dealers who sell and/or make a market in such securities.
Consequently,  broker-dealers  may be less willing or able to sell and/or make a
market  in our  common  stock.  Additionally,  an  investor  would  find it more
difficult to dispose of, or to obtain accurate  quotations for the price of, our
common  stock.  Finally,  it may become  more  difficult  for us to raise  funds
through the sale of our securities.

IF A  SIGNIFICANT  NUMBER OF SHARES  BECOME  AVAILABLE  FOR SALE OUR STOCK PRICE
COULD DECLINE

Many shares of common stock  presently  issued and  outstanding  are "Restricted
Securities"  as that term is defined in Rule 144  promulgated  under the Act. In
general,  under Rule 144, a person (or persons whose shares are  aggregated) who
has satisfied a one year holding period may sell, within any three month period,
an amount which does not exceed the greater of 1% of the then outstanding shares
of common stock or the average  weekly  trading  volume during the four calendar
weeks  prior to such  sale.  Rule 144 also  permits  the sale of  shares,  under
certain circumstances,  without any quantity limitation,  by persons who are not
affiliates  of  SafeScience  and who have  beneficially  owned the  shares for a
minimum period of two years. The possible sale of these  restricted  shares may,
in the  future,  increase  the  number  of  free-trading  shares  and may have a
depressive  effect on the price of our  securities.  Moreover,  such  sales,  if
substantial,  might also adversely effect our ability to raise additional equity
capital.

BECAUSE OUR CURRENT MANAGEMENT  CONTROLS A SIGNIFICANT  PERCENTAGE OF OUR COMMON
STOCK, THEY HAVE SUBSTANTIAL CONTROL OVER US

The holders of the common stock do not have cumulative voting rights. Two of our
directors, one of whom is an executive officer of SafeScience, own approximately
15% collectively of the outstanding  shares of common stock.  These stockholders
can  substantially   influence  all  matters  requiring   stockholder  approval,
including  the election of directors and the approval of  significant  corporate
transactions.  This concentration of ownership could have the effect of delaying
or preventing a change in control or otherwise discouraging a potential acquirer
from  attempting  to  obtain  control  of us,  which  in turn  could  materially
adversely affect our


<PAGE>
                                       27


stock price.

THE  PRICE OF OUR  COMMON  STOCK  HAS  BEEN  VOLATILE,  WHICH  COULD  RESULT  IN
SUBSTANTIAL LOSSES BY YOU

The  market  price  of the  common  stock,  which  is  traded  on  the  National
Association of Securities  Dealers Automated  Quotation (NASDAQ - Small Cap) has
been, and may continue to be, highly volatile. The stock market has from time to
time  experienced  extreme price and volume  fluctuations,  particularly  in the
biotechnology   sector,  which  have  often  been  unrelated  to  the  operating
performance of particular companies. In addition,  factors such as announcements
of technological innovations or new products, either by us or by our competitors
or third parties,  as well as market conditions within the various industries in
which we  compete,  may have a  significant  impact on the  market  price of our
common stock.

AN INVESTMENT IN OUR STOCK IS SPECULATIVE AND ENTAILS A HIGH DEGREE OF RISK

There is nothing at this time upon  which to base an  assumption  that our plans
for our business will prove  successful.  If our plans prove  unsuccessful,  the
purchasers of our shares may lose all or a substantial part of their investment.
Our operations are subject to numerous risks  associated with the development of
agricultural  and  pharmaceutical   products,   including  the  competitive  and
regulatory  environment  in which we  operate.  In  addition,  we may  encounter
unanticipated  problems,  including  manufacturing,  distributing  and marketing
difficulties,  some of which may be beyond our financial and technical abilities
to resolve.  The failure  adequately to address such  difficulties  could have a
material adverse effect on our prospects and our financial condition.

WE HAVE NOT PAID AND DO NOT INTEND TO PAY ANY DIVIDENDS

To date, we have not paid any cash  dividends on our common stock.  Our Board of
Directors  does not  intend to declare  any cash  dividends  in the  foreseeable
future,  but  instead  intends to retain all  earnings,  if any,  for use in our
business  operations.  Furthermore,  as we may be required to obtain  additional
financing,  there  may be  restrictions  on our  ability  to  declare  any  cash
dividends on common stock in the future.

ITEM 7A. QUANTITATIVE AND QUALATATIVE DISCLOSURE ABOUT MARKET RISK.

The Company has no material market risk exposure.



<PAGE>
                                       28

<PAGE>









ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                    Report of Independent Public Accountants

To the Stockholders and Board of Directors of SafeScience, Inc.:

We have audited the  accompanying  consolidated  balance sheets of  SafeScience,
Inc. and  subsidiaries  (the Company) as of December 31, 2000 and 1999,  and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for each of the three years in the period ended  December 31, 2000.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of the Company as of
December 31, 2000 and 1999,  and the results of their  operations and their cash
flows for each of the three  years in the  period  ended  December  31,  2000 in
conformity with accounting principles generally accepted in the United States.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial statements,  the Company has incurred recurring losses from operations
and had an  accumulated  deficit of $44.0  million as of December 31,  2000.  In
addition,  the  Company's  business  plan for 2001 is  predicated  on  obtaining
additional  financing for which the Company has not received any  commitments as
of March 20, 2001.  These  factors raise  substantial  doubt about the Company's
ability to continue  as a going  concern.  Managements'  plan in regard to these
matters is  described  in Note 1. The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Arthur Andersen LLP

Boston, Massachusetts
March 20, 2001

                                       F-1


<PAGE>

<TABLE>

                                SAFESCIENCE, INC.
                           CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                     ASSETS
                                                           December 31,
                                                           ------------
                                                      2000             1999
                                                      ----             ----
<S>                                                <C>              <C>
CURRENT ASSETS:
 Cash and cash equivalents                         $ 2,547,353      $ 3,377,067
 Stock subscription receivable                       2,000,000             --
 Prepaid expenses and
  other current assets                                 288,134          170,060
                                                   -----------      -----------
Total current assets                                 4,835,487        3,547,127
                                                   -----------      -----------
PROPERTY AND EQUIPMENT, AT COST:
 Computer, office and
  laboratory equipment                                 455,994          399,758
 Furniture, fixtures and
  leasehold improvements                               281,274          210,274
 Motor vehicles                                         25,026           46,100
                                                   -----------      -----------
                                                       762,294          656,132
  Less-Accumulated depreciation                       (324,932)        (197,020)
                                                   -----------      -----------
                                                       437,362          459,112
                                                   -----------      -----------
OTHER ASSETS:
 Note receivable-related parties                       128,659          661,005
 Restricted cash                                       108,128          108,128
 Net assets of discontinued operation                     --            724,060
 Deposits                                              269,481           14,068
                                                   -----------      -----------
 Total other assets                                    506,268        1,507,261
                                                   -----------      -----------
         Total assets                              $ 5,779,117      $ 5,513,500
                                                   ===========      ===========

        The accompanying notes are an integral part of these consolidated
                             financial statements.

</TABLE>

                                      F-2a


<PAGE>




<TABLE>

                                SAFESCIENCE, INC.
                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>

                                                            December 31,
                                                            ------------
                                                      2000               1999
                                                      ----               ----
<S>                                                 <C>                 <C>
CURRENT LIABILITIES:
Accounts payable                                    1,360,615           327,463
  Accrued liabilities                                 797,964           664,920
  Net liabilities of discontinued
    operations                                        908,571              --
                                                 ------------      ------------
Total current liabilities                           3,067,150           992,383
                                                 ------------      ------------
Commitments and Contingencies (Note 6)

OTHER EQUITY (Note 8)                                 866,216              --

STOCKHOLDERS' EQUITY:
  Preferred stock, $0.01 par value
  Authorized - 5,000,000 shares
  Issued and outstanding - None                          --                --
 Common stock, $.01 par value
 Authorized - 100,000,000 shares
 Issued and outstanding -
  23,998,504 and 16,835,923
  shares at December 31, 2000
  and 1999, respectively                              239,985           168,359
 Additional paid-in capital                        48,243,184        33,719,865
 Note receivable from officer -
  Issuance of common stock                         (2,675,000)       (2,675,000)
 Accumulated deficit                              (43,962,418)      (26,692,107)
                                                 ------------      ------------
Total stockholders' equity                          1,845,751         4,521,117
                                                 ------------      ------------
Total liabilities and
  stockholders' equity                           $  5,779,117      $  5,513,500
                                                 ============      ============

        The accompanying notes are an integral part of these consolidated
                             financial statements.

</TABLE>

                                      F-2b


<PAGE>

<TABLE>

                                SAFESCIENCE, INC.
                      Consolidated Statements of Operations
<CAPTION>

                                                                 Years Ended December 31,
                                                    ---------------------------------------------------------------------
                                                               2000                     1999                        1998
                                                               ----                     ----                        ----

<S>                                                        <C>                      <C>                       <C>
   Operating Expenses:
   Research and development                                $4,494,135               $ 2,887,904               $ 2,174,400
   General and administrative                               4,093,507                 5,837,861                 4,420,886
   Marketing                                                1,688,015                 1,041,994                         -
   Restructuring charge                                     1,478,956                         -                         -
                                                          -----------               -----------               -----------
    Operating loss                                        (11,754,613)               (9,767,759)               (6,595,286)
                                                           -----------               -----------               -----------

   INTEREST(EXPENSE) INCOME:
    Interest expense                                         (243,373)                   (8,063)                     (392)
    Interest income                                           216,842                   353,492                   122,173
                                                          -----------               -----------               -----------

   Total other (expense) income
                                                              (26,531)                  345,429                   121,781
                                                          -----------               -----------               -----------

   Loss from continuing
    operations                                            (11,781,144)               (9,422,330)               (6,473,505)

   Loss from discontinued
    operations                                             (5,489,167)               (2,879,388)                       -
                                                          -----------               -----------               -----------
   Net loss                                             $ (17,270,311)            $ (12,301,718)             $ (6,473,505)
                                                          ============              ============               ===========

   BASIC AND DILUTED NET LOSS PER COMMON SHARE
   FROM CONTINUING OPERATIONS
                                                             $  (0.64)                 $  (0.59)                 $  (0.50)

   BASIC AND DILUTED NET LOSS PER COMMON SHARE
   FROM DISCONTINUED OPERATIONS
                                                                (0.30)                    (0.18)                       -
                                                          -----------               -----------               -----------

   BASIC AND DILUTED NET LOSS PER COMMON SHARE
                                                          $     (0.94)               $    (0.77)                $   (0.50)
                                                          ===========               ===========               ===========

   WEIGHTED AVERAGE NUMBER OF COMMON SHARES
   OUTSTANDING                                             18,314,819                16,060,783                13,000,259
                                                          ===========               ===========               ===========

        The accompanying notes are an integral part of these consolidated
                             financial statements.


</TABLE>

                                       F-3


<PAGE>


<TABLE>

                                                 SAFESCIENCE, INC.
                                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                               FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
<CAPTION>

                                                                       Additional       Note Receivable                Stockholder's
                                            Number                       Paid-in           From         Accumulated       Equity
                                           of Shares      Amount          Capital          Officer       Deficit          (Deficit)

<S>                                         <C>           <C>           <C>                   <C>        <C>           <C>
BALANCE, DECEMBER 31, 1997                  12,098,576    $  120,986    $ 10,239,018           --        (7,916,884)   $  2,443,120
Private placements                           1,897,426        18,974       6,824,197           --              --         6,843,171
Stock options issued for
 consulting and professional
 services valued at $3.63
 to $7.66 per option                              --            --           687,463           --              --           687,463
Stock options exercised                        111,214         1,112            (912)          --              --                200
Net loss                                          --            --              --             --        (6,473,505)     (6,473,505)
                                            ----------    ----------    ------------    -----------    ------------    ------------

BALANCE, DECEMBER 31, 1998                  14,107,216    $  141,072    $ 17,749,766           --       (14,390,389)   $  3,500,449
Options exercised                               78,877           789         116,731           --              --           117,520
Expense associated with
 options granted to nonemployees                  --            --           528,233           --              --           528,233
Private placements, net of
 finders fee of $445,259
 (includes 1,112 shares for payment)         1,615,706        16,157       9,119,944           --              --         9,136,101
Stock issued for services                      218,276         2,183       1,413,727           --              --         1,415,910
Warrants exercised                             545,396         5,454       1,812,374           --              --         1,817,828
Notes receivable from
 issuance of common stock                      250,000         2,500       2,672,500     (2,675,000)           --              --
Common stock issued as legal settlement         20,453           204         306,590           --              --           306,794
Net loss                                          --            --              --             --       (12,301,718)    (12,301,718)
                                          ------------    ----------    ------------    -----------    ------------    ------------

BALANCE, DECEMBER 31, 1999                  16,835,924    $  168,359    $ 33,719,865    $(2,675,000)    (26,692,107)   $  4,521,117
                                                                                                       ------------    ------------
Private placements                           4,778,184        68,142      14,783,101           --              --        14,851,243
Cashless exercise of warrants                2,262,256         2,262          (2,262)
Reclassification to other equity                  --            --          (866,216)          --              --          (866,216)
Exercise of common stock options                44,376           444            (444)          --              --              --
Common stock issued for services and wages      93,287           933         804,562           --              --           805,495
Common stock redeemed in payment
 of notes receivable                           (15,523)         (155)       (195,422)          --              --          (195,577)
Net loss                                          --            --              --             --       (17,270,311)    (17,270,311)
                                          ------------    ----------    ------------    -----------    ------------    ------------

BALANCE, DECEMBER 31, 2000                  23,998,504    $  239,985    $ 48,243,184    $(2,675,000)   $(43,962,418)   $  1,845,751
                                            ==========    ==========    ============    ===========    ============    ============


The accompanying notes are an integral part of these consolidated financial statements

</TABLE>

                                       F-4


<PAGE>

<TABLE>

                                SAFESCIENCE, INC.
                      Consolidated Statements of Cash Flows
<CAPTION>

                                                                                     Years Ended December 31,
                                                                                     ------------------------
                                                                               2000            1999              1998
                                                                               ----            ----               ----
<S>                                                                         <C>             <C>             <C>
Cash Flows from Operating Activities:
Net loss                                                                    $(17,270,311)   $(12,301,718)   $ (6,473,505)
Loss from discontinued operations                                             (5,489,167)     (2,879,388)           --
Loss from continuing operations                                              (11,781,144)     (9,422,330)     (6,473,505)
Adjustments to reconcile net loss to net cash
used in operating activities
  Operating expenses paid in common stock and options
                                                                                 805,495       2,367,871       1,999,212
Provision for losses on loans to related
   Parties                                                                       336,768            --              --
Depreciation and amortization                                                    160,662         125,563          53,684
Changes in assets and liabilities
   Prepaid expenses and other current assets                                    (118,075)        (57,386)        (61,354)
   Accounts payable                                                            1,033,153          80,649          97,959
   Accrued liabilities                                                           133,044         459,502        (109,345)

Net cash used in continuing operating
activities
                                                                              (9,430,097)     (6,446,130)     (4,493,349)
                                                                            ------------    ------------    ------------
Net assets of discontinued operations                                            724,060        (724,060)           --
Net liabilities of discontinued operations                                       908,571            --              --
Net cash used in discontinued operations                                      (3,856,536)     (3,603,448)           --
                                                                            ------------    ------------    ------------

Cash Flows from Investing Activities:
Purchases of property and equipment                                             (138,913)       (364,450)       (205,188)
Loans to related parties                                                            --          (574,178)           --
Repayment of stockholders' loans                                                    --              --             1,167
(Increase) decrease in deposits, net                                            (255,411)        (12,741)          5,000
Decrease in restricted cash                                                         --              --            11,010
                                                                            ------------    ------------    ------------
Net cash used in investing activities                                           (394,324)       (951,369)       (188,011)
                                                                            ------------    ------------    ------------

Cash Flows from Financing Activities:
Payments on notes payable                                                           --           (15,908)           --
Stock subscription receivable                                                 (2,000,000)           --              --
Payments for obligations under capital lease                                        --              --            (5,166)
Proceeds from issuance of common stock                                        14,851,243       9,019,166       5,531,422
Proceeds from exercise of warrants                                                  --         1,817,828            --
Proceeds from exercise of common stock options                                      --           117,250             200
                                                                            ------------    ------------    ------------
Net cash provided by financing activities                                     12,851,243      10,938,606       5,526,456
                                                                            ------------    ------------    ------------

Net (Decrease) Increase in Cash                                                 (829,714)        (62,341)        845,096

Cash and Cash Equivalents, beginning of period                                 3,377,067       3,439,408       2,594,312
                                                                             ------------    ------------    ------------
Cash and Cash Equivalents, end of period                                       2,547,353       3,377,067       3,439,408
                                                                             ============    ============    ============

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
Equipment acquired under capital lease obligations
                                                                            $       --      $     --             21,074
                                                                            ============    ============    ============
Note receivable from issuance of common stock                               $       --      $  3,343,750    $       --
                                                                            ============    ============    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                                                    $      3,451    $        319    $        392
                                                                            ============    ============    ============

  Exchange of common stock for notes receivable                             $    195,577            --              --
                                                                            ============    ============    ============

</TABLE>

                                       F-5


<PAGE>


                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

(1) SUMMARY of OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

(a) Organization

SafeScience,  Inc.  (the  Company)  was  formed  in 1992  for the  research  and
development of pharmaceutical products based on carbohydrate  chemistry.  Today,
the Company has two wholly owned  subsidiaries:  International  Gene Group, Inc.
and SafeScience Products, Inc. The Company also focuses on other pharmaceuticals
and  agricultural  products.  International  Gene  Group,  Inc.  focuses  on the
development of carbohydrate-based  pharmaceutical  products related to two major
areas of  disease:  cancer and fungal  infections.  SafeScience  Products,  Inc.
focuses on  developing  agricultural  products some of which are also based upon
carbohydrate chemistries. These products will be either licensed from or jointly
developed with third parties (Note 7).  SafeScience,  Inc.,  International  Gene
Group,  Inc.  and  SafeScience  Products,  Inc.  maintain  an office in  Boston,
Massachusetts.

As of December 31, 2000, the Company has an accumulated  deficit of $43,962,418.
Additionally, the Company's operating plan indicates that the Company's existing
cash balance will only be sufficient to sustain operations into June 2001 unless
additional financing is obtained.  The Company has not obtained commitments from
any  existing or potential  investors to provide such  financing as of March 20,
2001. In the event that additional financing is not obtained, the Company may be
required to  significantly  reduce or curtail  operations.  There is substantial
doubt that the Company will have the ability to continue as a going concern. The
financial  statements do not contain any  adjustments  that may be required as a
result of this uncertainty.

During the fourth quarter of 2000,  the Company  raised  $4,703,000 in a private
placement offering of common stock whereby 3,960,421 shares were sold at $1.1875
per share,  as well as  warrants to  purchase  396,042  shares each at prices of
$2.20, $2.50, $3.00 and $5.00 per share exercisable for five years, and warrants
to purchase  380,000  shares at $0.01 per share for a total of 1,964,168  shares
issuable  upon  exercise  of  warrants.   The  purchasers  have  certain  rights
including,  but not limited to, registration rights, and adjustments for certain
events.  Net proceeds  from the  offering  were  $4,703,000.  The payment by one
purchaser was not received by the Company  until January 3, 2001,  and therefore
was  recorded as a stock  subscription  receivable  at December  31, 2000 in the
amount of $2,000,000.


                                       F-6

<PAGE>



                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)

During the first quarter of 2001,  the Company has raised  $800,000 in a private
placement  offering  of  common  stock  whereby  700,000  shares  were sold at a
weighted average of $1.1429 per share. The purchasers also received  warrants to
purchase  280,000  shares  at  prices  ranging  from  $2.20 to $5.00  per  share
exercisable for five years,  and warrants to purchase 90,000 shares at $0.01 per
share.


Principal risks to the Company include the successful  development and marketing
of  products  to  obtain  profitable  operations,  dependence  on  collaborative
partners,  the need to obtain  adequate  financing  to fund  future  operations,
United  States  Food and  Drug  Administration  approval  and  other  regulatory
agencies,   clearance  and   regulation,   dependence  on  key  individuals  and
competition from substitute  products and larger companies (See "Certain Factors
That May Affect Future Results").


(b) Principles of Consolidation

The  Company's  consolidated  financial  statements  include the accounts of the
Company and its wholly owned  subsidiaries:  International  Gene Group, Inc. and
SafeScience Products,  Inc. All material intercompany  transactions and accounts
have been eliminated in the consolidated financial statements.

 (c) Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of operational expenses during the reporting period. Actual
results could differ from those estimates.

(d) Discontinued Operations

On  November  15,  2000,  the  Company   engaged  a  merchant  bank  to  explore
alternatives  including the sale or other disposition of the Company's consumer,
commercial and agricultural business areas. The Company terminated operations of
the  consumer and  commercial  product  business  areas on February 23, 2001 and
began the process of liquidating all assets and liabilities  pertaining to those
operations.  Accordingly,  the Company has treated its consumer  and  commercial
products  operations as a discontinued  operation in accordance  with Accounting
Principles   Board  Opinion  No. 30 and  has  reclassified  the  1999  financial
statements to reflect this treatment.  For the year ended December 31, 2000, the
Company  has  recorded  a reserve  in the amount of  $1,750,000  which  includes
approximately $983,000 to reduce the carrying value of assets to their


                                       F-7

<PAGE>


                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)

estimated liquidation value and a liability of approximately $767,000 to accrue
for the cost of closing the operations.

       The  net  losses  of the  discontinued  operations  are  included  in the
statements  of  operations  under   discontinued   operations.   The  loss  from
discontinued operations consists of the following:
                                        Year Ended December 31,
                                         2000          1999
   Revenues                         $ 1,354,898        $  1,368,514
   Cost of revenues                   1,229,508           1,410,732
                                    -----------        ------------
   Gross margin (loss)                  125,390             (42,218)
   Marketing expense                  3,566,900           2,818,050
   Research and development expense     297,657              19,120
                                    -----------        ------------

   Operating loss                    (3,739,167)         (2,879,388)
   Provision for loss on
   discontinued operations           (1,750,000)                 --
                                    -----------        ------------
   Loss on discontinued operations  $(5,489,167)        $(2,879,388)
                                    ===========         ===========

(e) Cash and Cash Equivalents

The Company  considers  all highly  liquid debt  instruments  purchased  with an
original maturity of three months or less to be cash equivalents.  Cash and cash
equivalents  at December  31, 2000 and 1999 include  approximately  $653,478 and
$1,042,000  in  cash  and  approximately   $1,893,875  and  $2,335,000  in  cash
equivalents,  respectively,  held in an overnight  investment account,  which is
reinvested  daily  in  government  securities  funds  and  money  market  funds.
Restricted  cash  represents  funds held under an irrevocable  standby letter of
credit.  The letter of credit  serves as a security for the  Company's  facility
lease. The funds are being held in an investment account.

(f) Depreciation and Amortization

The Company provides for depreciation and amortization  using  straight-line and
accelerated  declining  balance  methods to allocate  the cost of  property  and
equipment over their estimated useful lives as follows:

Asset                                                  Estimated
Classification                                        Useful Life
--------------                                        -----------

Computer, office and laboratory equipment            3 - 5 years
Furniture and fixtures                                 7 years
Motor vehicles                                         4 years


(g) Research and Development

Research and development costs, which consist primarily of expenses for clinical
trials,  consultants,  supplies  and  testing,  are  charged  to  operations  as
incurred.
                                       F-8

<PAGE>



                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)

(h) Net Loss Per Share

The Company follows Statement of Financial Accounting Standards Statement (SFAS)
No.  128,  Earnings  per  Share.  Basic  loss per  share is  computed  using the
weighted-average number of common shares outstanding. Diluted net loss per share
is the  same as basic  net loss per  share  as the  inclusion  of  common  stock
equivalents would be antidilutive. Antidilutive securities that are not included
in diluted  net loss per common  share were  3,828,521,  660,424 and 840,532 for
2000, 1999 and 1998, respectively.

(i) Comprehensive Income

The Company follows SFAS No. 130, Reporting  Comprehensive  Income. SFAS No. 130
establishes  standards for reporting and display of comprehensive income and its
components in the financial statements.  Comprehensive income loss is defined as
the change in equity of a business  enterprise during a period from transactions
and  other  events  and  circumstances  from  nonowner  sources.  The  Company's
comprehensive net loss is the same as net loss for all periods presented.


(j) Disclosures About Segments of an Enterprise

The Company followed SFAS No. 131,  Disclosures  About Segments of an Enterprise
and Related  Information,  in the fiscal year ended December 31, 1998.  SFAS No.
131 establishes standards for reporting information regarding operating segments
in annual  financial  statements  and requires  selected  information  for those
segments to be presented in interim  financial  reports issued to  stockholders.
SFAS No. 131 also establishes  standards for related  disclosures about products
and  services  and  geographic  areas.  Operating  segments  are  identified  as
components of an enterprise about which separate discrete financial  information
is  available  for  evaluation  by  the  chief  operating   decision-maker,   or
decision-making  group, in making decisions how to allocate resources and assess
performance.  Due to the discontinuation of the consumer and commercial products
business, the Company operates in one segment.



(k) Concentrations of Credit Risk

SFAS No.  105,  Disclosure  of  Information  About  Financial  Instruments  with
Off-Balance-Sheet Risk and Financial Instruments with Concentrations of

                                       F-9

<PAGE>


                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)

Credit Risk, requires disclosure of any significant  off-balance-sheet  risk and
credit risk  concentrations.  The Company has no  significant  off-balance-sheet
risk or credit  risk  concentrations.  The Company  maintains  its cash and cash
equivalents with multiple financial institutions and invests in investment-grade
securities.

 (l) Financial Instruments

The estimated fair values of the Company's  consolidated  financial instruments,
which  include  cash   equivalents,   notes  receivable  and  accounts  payable,
approximate their carrying value due to the short maturity of these instruments.


The estimated fair value of the Company's capital lease obligations approximates
its  carrying  value  based upon the  current  rates  offered to the Company for
similar type arrangements.  As of December 31, 2000, there were no capital lease
obligations.

(m) Post Retirement Benefits

The Company has no obligations for post retirement benefits.

(n) Reclassification

Certain items in the prior years  consolidated  financial  statements  have been
reclassified to conform to their 2000 presentation.

(o) Derivative Instruments and Hedging Accounting

In June 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. As amended in
June 1999,  the  statement  is effective  for all fiscal  quarters of all fiscal
years beginning after June 15, 2000. In June 2000, the FASB issued statement No.
138,  which is a  significant  amendment  to SFAS NO. 133.  SFAS NO. 133 and its
amendments   establish   accounting  and  reporting   standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts  (collectively,  the  derivatives)  and for  hedging  activities.  The
Emerging Issues Task Force (EITF) has also issued a number of derivative-related
tentative  and  final  consensuses.  We do not  expect  the  adoption  of  these
statements to have a material impact on our consolidated  financial  position or
results of operations.
                                      F-10

<PAGE>




                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)

In September 2000, The EITF issued 00-19  "Accounting  for Derivative  Financial
Instruments Indexed to and Potentially Settled in a Company's Own Stock",  which
requires  freestanding  contracts  that are  settled in a  company's  own stock,
including common stock warrants, to be designated as an equity instrument, asset
or a liability.  Under the provisions of EITF 00-19, a contract designated as an
asset or a  liability  must be carried at fair  value,  with any changes in fair
value recorded in the results of operations.  A contract designated as an equity
instrument  must be included  within  equity and no fair value  adjustments  are
required.  In accordance  with EITF 00-19,  the Company has determined  that the
outstanding  adjustable  warrant,  as of December 31, 2000,  which  required the
issuance of 729,445 shares of the Company's common stock should be designated as
temporary  equity.  Under the  transition  rules of EITF  00-19,  the Company is
required to record as temporary  equity as of December 31, 2000,  the  intrinsic
value of the warrants outside of stockholders'  equity. As of December 31, 2000,
the Company has  reclassified the intrinsic value of the warrants of $866,216 to
temporary equity from additional paid-in capital. As of December 31, 2000, these
warrants had a fair value of  approximately  $866,216.  On February 5, 2001, the
Company issued 729,445  shares of common stock in  satisfaction  of the warrants
and reclassified  the temporary  equity to additional  paid-in capital (see Note
8).

(2) NOTES RECEIVABLE - RELATED PARTIES

Notes  receivable from related parties includes $61,548 of promissory notes from
Bradley J. Carver,  Chief  Executive  Officer and President of the Company.  The
loan is payable in monthly  installments  of $375  including  interest of 5.66%,
with  a  final  payment  of  $60,601  due  on  March  11,  2002.   The  note  is
collateralized by shares of the Company's common stock.

On June 15,  1999,  the  Company  entered  into a  transaction  whereby a senior
executive  relinquished an option to purchase 100,000 shares of common stock for
a price of $0.01 per share  which  would have  vested on January 1, 2000 and, in
exchange,  the Company issued to the executive a stock option for 250,000 shares
of common stock at an exercise  price of $10.70 per share,  the  estimated  fair
market value of the common stock on the date of the transaction.  The option was
exercised  immediately.  The Company loaned the executive an amount representing
the  entire  exercise  price.  The note  accrues  interest  at 4.92% per  annum,
compounded  semi-  annually.  The  executive  has pledged the 250,000  shares of
common stock as collateral.  The note is nonrecourse  but is pre-payable  and is
secured only by the pledged  shares.  All outstanding  principal,  together with
accrued  interest on the unpaid  principal  balance of this note, will be due on
June 15, 2004. The note is accounted for under variable plan

                                      F-11

<PAGE>



                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)


accounting.  The balance  outstanding  at December 31, 2000 is $2,675,000 and is
shown in the accompanying statement of stockholders' equity.

(3)      RESTRUCTURING CHARGE

During the second quarter of 2000, the Company  implemented a restructuring plan
to reduce  its size and  realign  its  organization  to conform  with  strategic
changes. The major component of the restructuring  relates to the elimination of
approximately  eight  employees  across  the  following  functions:   sales  and
marketing (six), general and administrative  (one), and research and development
(one). Components of the charge include severance and other related expenses. At
December  31,  2000,  approximately  $526,000 of accrued  restructuring  charges
remained which are comprised of  approximately  $426,000 of severance  costs and
$100,000 of other costs.  Approximately $357,700 of the expense has been paid by
the  issuance of common  stock.  The total cash impact of the  restructuring  is
expected  to  amount to  approximately  $1,142,000.  The  total  cash paid as of
December 31, 2000 was  approximately  $616,000 and the remaining amounts will be
paid through June 2002.

(4)      STOCKHOLDERS'EQUITY

     (a) Authorized Shares

The  Company  has  authorized  100,000,000  $0.01 par value  common  shares  and
5,000,000 $.01 par value preferred shares

     (b) Sales of Common Stock
In 1998, the Company sold 181,818,  145,999, 406,206, 646,918 and 179,222 shares
of common stock at $2.75,  $3.00, $4.25, $3.50 and $4.50 per share respectively.
Warrants to purchase one share for each four shares  purchased  were included in
the 181,818 and 145,999 share offerings.

In 1999, the Company sold 1,399,101, 307,500, and 216,605 shares of common stock
for $4.50,  $3.50 and $ 15.24 (weighted  average) per share,  respectively.  The
Company also issued 545,396 shares of common stock for warrants  exercised at an
average weighted price of $3.333 per share.

In 2000, the Company sold 484,429,  333,334 and 3,960,421 shares of common stock
at $ 14.45,  $12.00 and  $1.1875 per share,  respectively.  Warrants to purchase
108,996,  83,334 and  1,964,168  shares of common  stock were  included  in each
transaction,  respectively.  The Company also issued  2,262,256 shares of common
stock for warrants exercised on a cashless basis.
                                      F-12

<PAGE>

                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)

In 2001, the Company sold 700,000  shares of common stock at a weighted  average
price of $1.1429 per share.  The purchasers  also received  warrants to purchase
280,000 shares at prices ranging from $2.20 to $5.00 per share  exercisable  for
five years, and warrants to purchase 90,000 shares at $0.01 per share.

(c) Stock Option Plan

The  Company  has a  Nonqualified  Stock  Option  Plan (the  1996  Plan) and has
registered  500,000  shares of common  stock with the  Securities  and  Exchange
Commission for future  issuance under option  agreements.  The exercise price of
each option will be  determined  by the Board of Directors and must be exercised
within 10 years from May 1, 1996.  The Company  may issue  these  options to its
officers, directors, employees and consultants. As of December 31, 2000, options
to purchase 11,659 shares were available for future grant under the 1996 Plan.

Effective  December 1, 1998, the Company adopted the 1998 Incentive Stock Option
Plan (the 1998 Plan) under which  600,000  shares of common stock were  reserved
for issuance under option agreements.  As with the 1996 Plan, the exercise price
of the each  option  will be  determined  by the Board of  Directors  and may be
issued to officers,  directors,  employees and  consultants.  Additionally,  the
options must be exercised  within 10 years from December 1, 1998. As of December
31, 2000,  options to purchase  172,077  shares were  available for future grant
under the 1998 Plan.

Effective June 7, 2000, the Company adopted the 2000 Incentive Stock Option Plan
(the 2000 Plan) under which  1,000,000  shares of common stock were reserved for
issuance under option  agreements.  As with the 1998 Plan, the exercise price of
the each option will be  determined  by the Board of Directors and may be issued
to officers,  directors,  employees and consultants.  Additionally,  the options
must be  exercised  within 10 years from date of  issuance.  As of December  31,
2000,  options to purchase  234,554 shares were available for future grant under
the 2000 Plan.

                                      F-13



<PAGE>


                                SAFESCIENCE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)

The  following  table  summarizes  all stock option  activity to  employees  and
consultants for services as of December 31, 2000.
<TABLE>

                                                                 Weighted
                                                                 Average
                                                      Number     Exercise Price
                                                      Of Shares  Per Share

<S>                                                    <C>        <C>
Balance, December 31, 1997                             108,333    $    0.01
  Granted                                              193,028         1.72
  Exercised                                           (111,214)        0.01
                                                    ----------    ---------
Balance, December 31, 1998                             190,147    $    1.74
  Granted                                              486,931        12.94
  Exercised                                            (78,877)        3.67
  Forfeited                                            (12,777)       13.38
                                                    ----------    ---------
Balance, December 31, 1999                             585,424      $ 10.42
  Granted                                              768,357         4.22
  Exercised                                            (44,376)        0.01
  Forfeited                                           (145,988)       13.00
                                                    ----------    ---------
Balance, December 31, 2000                           1,163,417    $    6.39
                                                    ==========    =========

Exercisable December 31, 1998                          108,597    $    1.74
                                                    ==========    =========
Exercisable December 31, 1999                          561,424    $   10.42
                                                    ==========    =========
Exercisable December 31, 2000                          596,236    $    8.89
                                                    ==========    =========
</TABLE>

The following table presents  weighted-average  price and life information about
significant option groups outstanding at December 31, 2000:

<TABLE>


                           ---------Options Outstanding----------      ---Options Exercisable---
                                                  Weighted
                                                  Average           Weighted                           Weighted  Average
                                                  Remaining         Average                            Exercise Price
Range of Exercise Prices       Number             Contractual Life  Exercise Price  Number
                               Outstanding        in Years                          Exercisable
<S>                            <C>                <C>               <C>             <C>                <C>
$ 0.010 $ 0.010                     23,500              6.65           $  0.0100           23,500         $  0.0100
  1.780   1.780                    160,000              2.83              1.7800                0            0.0000
  2.350   3.000                    134,267              6.65              2.5825           33,750            3.0000
  3.310   3.310                      5,434              2.60              3.3100                0            0.0000
  3.4375  3.4375                   136,961              2.53              3.4375          136,961            3.4375
  3.630   4.770                     37,207              2.54              4.3398            1,666            4.7700
  4.970   4.970                    275,000              6.56              4.9700           22,915            4.9700
  5.500  12.625                     71,326              7.06              6.3932           63,269            5.8410
 13.375  13.375                    302,036              1.55             13.3750          300,234           13.3750
 13.688  27.625                     17,686              2.83             16.5058           13,941           16.0646
                                   -------                             ---------        ---------         ---------
                                 1,163,417                                $ 6.39          596,236            $ 8.89
                                 =========                               =======         ========         =========
</TABLE>

                                      F-14

<PAGE>



                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)

(e) Pro Forma Disclosures of Stock-Based Compensation

In October  1995,  the FASB  issued  SFAS No. 123,  Accounting  for  Stock-Based
Compensation.  SFAS No. 123 requires the  measurement of the fair value of stock
options or warrants  granted to  employees  to be included in the  statement  of
operations or,  alternatively,  disclosed in the notes to financial  statements.
The  Company has  determined  that it will  continue to account for  stock-based
compensation for employees under APB Opinion No. 25, Accounting for Stock Issued
to Employees, and elect the disclosure-only  alternative under SFAS No. 123. The
Company  records the fair market value of stock options and warrants  granted to
nonemployees  in the  consolidated  statement  of  operations.  The  Company has
computed the pro forma disclosures required under SFAS No. 123 for stock options
granted in 2000, 1999 and 1998 using the Black-Scholes option pricing model. The
weighted average  assumptions used for 2000, 1999 and 1998 are as follows:  2000
1999 1998 Risk-free interest rate 5.17% 5.8% 4.2%-5.6% Expected dividend yield -
- -  Expected  life 5 years 5 years 5 years  Expected  volatility  150%  60% 60%
Weighted average fair value of options granted $ 2.44 $ 8.84 $ 2.52

Had  compensation  cost for the  Company's  stock option  plans been  determined
consistent with SFAS No. 123, net loss would have been as follows:

<TABLE>

                                                2000            1999                        1998
<S>                                   <C>                    <C>                  <C>
   As reported
     Net loss                         $ (17,270,311)         $ (12,301,718)       $ (6,473,505)

   Pro forma
     Net loss                         $ (18,550,776)         $ (12,792,904)       $ (6,516,065)

   Basic and diluted net
     loss per common share            $       (0.94)         $       (0.77)       $      (0.50)

   Pro Forma basic and
    diluted net loss per
     common share                     $       (1.01)         $       (0.80)       $      (0.50)

</TABLE>

                                      F-15

<PAGE>


                                SAFESCIENCE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)


(f) Warrants

The following  table  summarizes all warrant  activity in connection with equity
financing as of December 31, 2000:

<TABLE>

                                                         Warrants
                                                                  Weighted
                                                                  Average
                                             Number of            Exercise Price
                                             Shares               Per Share

<S>                                          <C>                   <C>
Balance, December 31, 1997                   493,430               $  4.00
                  Granted                    156,955                  7.45
                                            --------              -------
Balance, December 31, 1998                   650,385               $  4.10
                  Granted                     14,750                  4.75
                  Exercised                 (545,396)                 4.75
                  Cancelled                 (44,739)                  4.75
                                            --------               -------
Balance, December 31, 1999                    75,000               $ 10.40
                  Granted                  4,872,360                  2.05
                  Exercised               (2,262,256)                 0.00
                  Expired                    (20,000)                 6.00
                                            --------               -------
Balance, December 31, 2000                 2,665,104               $  4.01
                                            ========               =======
Exercisable, December 31,  1998              650,385               $  4.10
                                             =======                  ====
                           1999               75,000               $ 10.40
                                            ========                 =====
                           2000            2,665,104               $  4.01
                                           =========                  ====

</TABLE>

On January 26, 2001, the Company granted Wayne State  University and the Barbara
Ann Karmanos Cancer Institute  warrants to purchase jointly  1,375,000 shares of
common stock at $1.15 that will vest in equal  quarterly  installments  over two
years beginning March 31, 2001.


                                      F-16


<PAGE>



                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)

(5)  RELATED PARTY TRANSACTIONS

In January 1994, the Company  agreed that one of its founders,  Dr. David Platt,
would receive a royalty of 2% of net sales,  in exchange for the licensed patent
rights on certain products being developed. The Company has agreed to pay all of
the costs to procure and maintain any patents granted under this agreement.  The
agreement  includes a requirement  that the royalties  paid in the sixth year of
this agreement and all subsequent  years meet a minimum  requirement of $50,000.
If this requirement is not met, Dr. Platt may terminate the agreement and retain
the patent  rights.  The Company may terminate the agreement on 60 days' notice.
The Company has not made any royalty  payments under the agreement.  The parties
executed an amendment  to the  agreement to delay the first year of this minimum
threshold from 1999 to 2002.

On December 6, 1996, Dr. Platt signed a Confidentiality  and Invention Agreement
with the Company.  The Agreement provides that Dr. Platt assigns all his rights,
title and interest in any invention,  data or idea, made or conceived or reduced
to practice  either alone or jointly with others to the  Company.  Further,  the
agreement  provides all rights  thereto  shall  remain the sole  property of the
Company and Dr. Platt agreed not to disclose any information about the Company's
confidential information.

(6) COMMITMENTS AND CONTINGENCIES

(a) Clinical Trials

During the first  quarter of 2000,  the Company  retained  Covance  Inc. for the
purpose of conducting  two studies to evaluate the clinical  activity of GBC-590
in clinical  trials.  The pancreatic  cancer patient trial  enrollment is nearly
complete and the  colorectal  cancer patient trial has been  completed.  Through
December 31, 2000 the Company incurred  expenditures of $748,000 and $462,000 on
these trials,  respectively.  Through  March 30, 2001,  the cost of these trials
increased to $916,000 and $585,700,  respectively.  The remaining patient study,
analytical work and reporting costs are estimated to cost $200,000 and $300,000,
respectively.

                                      F-17


<PAGE>


                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)


(b) Leases

The Company  leases  office space in Boston,  Massachusetts,  under an operating
lease expiring in February 2005. The Company also leases certain equipment under
operating leases.

Minimum future  payments under the operating  leases as of December 31, 2000 for
each of the next four calendar years are approximately as follows:

Years ending December 31,
------------------------------
2001     398,084
2002     408,426
2003     428,173
2004     444,744
2005      79,892
     -----------
     $ 1,759,349
     ===========

Rent expense in the  accompanying  consolidated  statements  of  operations  was
approximately   $395,000,   $223,000  and  $100,000  in  2000,  1999  and  1998,
respectively.

(7) LICENSING AGREEMENTS

In September 2000, the Company entered into a sales and  distribution  agreement
with BioSafe Technologies,  Inc. of Denison, Texas, under which it has the right
to market the  patented  BioSafe  head lice  cleansing  product in the  consumer
market  within the United  States,  Mexico and  Canada.  The  Company  agreed to
purchase  $150,000  of  product  and may  extend  the term of the  agreement  by
purchasing product totaling approximately $312,500 before April 15, 2002.

(8) OTHER EQUITY

In February  2001,  the Company was required to issue  729,445  shares of common
stock  under  the terms of an  adjustable  warrant.  The  Company  recorded  the
warrants as  temporary  equity in an amount  equal to the fair  market  value of
$866,216 as of December 31, 2000.

                                      F-18



<PAGE>



                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)
(9) INCOME TAXES

The Company accounts for income taxes under SFAS No. 109,  Accounting for Income
Taxes, the objective of which is to recognize the amount of current and deferred
income taxes  payable or refundable  at the date of the  consolidated  financial
statements  as a  result  of  all  events  that  have  been  recognized  in  the
accompanying consolidated financial statements, as measured by enacted tax laws.

At December 31,  2000,  the Company has net  operating  loss  carryforwards  for
federal income tax purposes of approximately  $36,152,024  which expires through
2020.  The  Company  also has certain tax  credits  available  to offset  future
federal and state income taxes,  if any. Net operating  loss  carryforwards  and
credits are subject to review and possible  adjustments by the Internal  Revenue
Service and may be limited in the event of certain  cumulative changes in excess
of 50% in the ownership  interests of significant  stockholder over a three-year
period.

The components of the Company's deferred tax asset follow:

                                                 2000             1999

Net operating loss carryforwards            $ 14,558,000   $10,067,000
Tax credit carryforwards                         456,000       465,000
Temporary differences                          2,672,000       (42,000)
                                            ------------   -----------
Total deferred tax assets                     17,686,000    10,490,000
Less valuation allowance                     (17,686,000)  (10,490,000)
                                            ------------   -----------
Deferred tax assets                         $         -    $        -
                                            ============   ===========



In  evaluating  realizability  of these  deferred  tax  assets,  management  has
considered the Company's short operating  history,  the volatility of the market
in which it competes and the operating  losses incurred to date, and it believes
that given the significance of this evidence,  a full valuation  reserve against
its  deferred  tax assets is  required as of  December  31,  2000 and 1999.  The
increase in the valuation  allowance during these periods  primarily  relates to
the increase in the Company's net operating loss carryforwards.

                                      F-19


<PAGE>

                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)


(10) Employee Benefit Plan

The Company instituted the SafeScience 401(k) Plan (the Plan) in 1998,  pursuant
to which employees may defer  compensation for income tax purposes under Section
401(k)  of the  Internal  Revenue  Code.  Substantially  all  of  the  Company's
employees are eligible to participate in the Plan.  Participants  may contribute
up to 20%  of  their  annual  compensation  to  the  Plan,  subject  to  certain
limitations. The Company could match a discretionary amount as determined by the
Board of  Directors.  The  Company  did not make any  contributions  to the Plan
during 1999 and 2000.

(11) Subsequent Events

On January 5, 2001, the Company  acquired the right to certain product  formulas
which it previously licensed from a supplier, Delta-Omega Technologies, Inc. The
purchase price  consisted of  installments of $50,000 cash payable on January 5,
2001 and April 1, 2001,  $200,000 of common stock of the Company and forgiveness
of a note receivable in the amount of $150,000 and accrued interest thereon. The
purchase  price  has  been  included  in  the  estimated  cost  of  discontinued
operations.

During the first quarter of 2001,  the Company has raised  $800,000 in a private
placement  offering  of  common  stock  whereby  700,000  shares  were sold at a
weighted average of $1.1429 per share. The purchasers also received  warrants to
purchase  280,000  shares  at  prices  ranging  from  $2.20 to $5.00  per  share
exercisable for five years,  and warrants to purchase 90,000 shares at $0.01 per
share.

On January  26,  2001,  the  Company  executed  an  agreement  with Wayne  State
University and the Barbara Ann Karmanos Cancer  Institute  granting an exclusive
world-wide  license to SafeScience to patents related to GBC-590 material issued
to or applied for by Wayne State  University and the Barbara Ann Karmanos Cancer
Institute.  This  agreement  adds the rights to these issued  patents and patent
applications to the Company's  existing portfolio of licensed patents and patent
applications,  consolidating  the rights to all of the parties' existing GBC-590
intellectual property within SafeScience. SafeScience made an initial payment of
$300,000 upon signing the  agreement  and will pay an  additional  $1,635,000 in
license payments over twelve months. Additional payments of up to $3,000,000 are

                                      F-20


<PAGE>

                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Continued)

contingent upon reaching future commercialization  milestones.  The Company also
granted Wayne State  University  and the Barbara Ann Karmanos  Cancer  Institute
warrants to purchase jointly 1,375,000 shares of common stock at $1.15 that will
vest in equal  quarterly  installments  over two years beginning March 31, 2001.
All  payments  made  under this  agreement  will be  recorded  as  research  and
development  expense until such time as revenue is generated.  In addition,  the
Company will pay a 2% royalty jointly to Wayne State  University and the Barbara
Ann Karmanos Cancer Institute on net sales of GBC-590.














                                      F-21


<PAGE>


(12) Quarterly Financial Data (unaudited)

Unaudited quarterly financial data for 2000 and 1999 is summarized below.

<TABLE>


                                                                           Quarters Ended
                                 ---------------------------------------------------------------------------------------------------
                                 Dec. 31,      Sept. 30,    June 30,     Mar. 31,    Dec. 31,     Sept. 30,    June 30,     Mar. 31,
                                 ---------------------------------------------------------------------------------------------------
                                   2000          2000        2000         2000        1999          1999       1999          1999
                                 ---------------------------------------------------------------------------------------------------
<S>                              <C>            <C>          <C>          <C>         <C>          <C>          <C>          <C>
Operating expenses:              $  (000)
  Research and development           954        1,901          992          647          670        1,374          454          391
  General and administrative       1,025          942        1,212          915        1,117        1,647        1,691        1,383
  Marketing                          333          261          530          564          614          190          169           68
  Restructuring charge                 0         (252)       1,731            0            0            0            0            0
                              ------------------------------------------------------------------------------------------------------

Total expenses                     2,312        2,852        4,465        2,126        2,401        3,211        2,314        1,842

 Operating loss                   (2,312)      (2,852)      (4,465)      (2,126)      (2,401)      (3,211)      (2,314)      (1,842)

OTHER INCOME (EXPENSE):                0            0            0            0            0            0            0            0
  Interest expense                    22            1          188           33          (15)          21            1            1
  Interest income                     31           57          107           21          150           93           78           32
                              ------------------------------------------------------------------------------------------------------

Total other income (expense)           9           56          (81)         (12)         165           72           77           31

Loss from continuing
 operations                       (2,303)      (2,796)      (4,546)      (2,138)      (2,236)      (3,139)      (2,237)      (1,811)

Loss from discontinued
 operations                       (2,505)      (1,276)      (1,147)        (560)        (825)      (1,043)        (647)        (363)

Net loss                          (4,808)      (4,072)      (5,693)      (2,698)      (3,061)      (4,182)      (2,884)      (2,174)
                              ======================================================================================================

</TABLE>

                                                       F-22


<PAGE>








                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  information  required  by this item is  incorporated  by  reference  to the
Company's  definitive  proxy statement to be filed no later than April 30, 2001,
pursuant  to  Regulation  14A of the  General  Rules and  Regulations  under the
Securities Exchange Act of 1934 (the "Company's Definitive Proxy Statement").

ITEM 11. EXECUTIVE COMPENSATION

The  information  required  by this item is  incorporated  by  reference  to the
Company's Definitive Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The  information  required  by this item is  incorporated  by  reference  to the
Company's Definitive Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The  information  required  by this item is  incorporated  by  reference  to the
Company's Definitive Proxy Statement.


                                     PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
                   8-K.

     (a)  The  following  Financial  Statements  are contained in Item 8 of this
          Form 10-K:

          1)   Report of Independent Auditors  Consolidated Balance Sheets as of
               December 31, 2000 and 1999.
          2)   Consolidated   Statements  of  Operations  for  the  years  ended
               December 31, 2000, 1999 and 1998.
          3)   Consolidated  Statements  of  Stockholders  Equity  for the years
               ended December 31, 2000, 1999 and 1998.
          4)   Consolidated  Statements  of  Cash  Flows  for  the  years  ended
               December 31, 2000, 1999 and 1998
          5)   Notes to Consolidated Financial Statements

     (b) Reports on Form 8-K.
          1)   Current Report on Form 8-K filed with the Securities and Exchange
               Commission on October 26, 2000.



<PAGE>




     (c) Exhibits.

The  following   documents  are  incorporated   herein  by  reference  from  the
Registrant's Form 10, as filed with the Securities and Exchange Commission,  SEC
file No. 0-26476:

3.1              Articles of Incorporation of Alvarada, Inc.
3.2              Amendment to the Articles of Incorporation dated March 1, 1995.
3.3              Amendment to the Articles of Incorporation dated March 3, 1995.
3.4              Amendment to the Articles of Incorporation dated May 23, 1995
3.5              Bylaws of Alvarada, Inc.
3.6              Articles of Incorporation of International Gene Group.
3.7              Bylaws of the Company of International Gene Group.
3.8              Articles of Incorporation of Agricultural Glycosystems, Inc.
3.9              Bylaws of the Company of Agricultural Glycosystems, Inc.
4.1              Specimen Stock Certificate.
10.1             Agreement and Plan of Reorganization.
10.2             Licensing Agreement with Dr. Platt.


The  following   documents  are  incorporated   herein  by  reference  from  the
Registrant's  Form S-8  Registration  Statement filed with the Commission on May
14, 1996, SEC file No. 333-04764:

10.3             Incentive Stock Option Plan.


The  following   documents  are  incorporated   herein  by  reference  from  the
Registrant's  Registration  Statement on Form SB-2, filed with the Commission on
November 20, 1996, SEC file no. 333-16087:

10.4 Warrant Agreement with James C. Czirr


<PAGE>




The  following   documents  are  incorporated   herein  by  reference  from  the
Registrant's Form 10-K for the period ending December 31, 1997:

10.5             Amendment to Consulting Agreement with Keith Greenfield.
10.6             Licensing Agreement with Agrogene Ltd.
10.7             Consulting Agreement with Michelangelo, LLC, dated May 1997.
10.8             Consulting Agreement with Michelangelo, LLC, dated September
                 1997.

99.1             Office Lease

The following documents are incorporated by reference from the Registrant's Form
8-K filed on April 7, 2000:

10.9             Securities Purchase Agreement by and among SafeScience, Inc.,
                 Strong River Investments, Inc. and Montrose Investments Ltd.,
                 dated March 19, 2000.
10.10            Form of Closing Warrants dated March 29, 2000.
10.11            Form of Adjustable Warrants dated March 29, 2000.
10.12            Registration Rights Agreement by and among SafeScience, Inc.,
                 Strong River Investments, Inc. and Montrose Investments Ltd.
                 dated March 29, 2000.
10.13            Letter of Agreement by and among SafeScience, Inc., Strong
                 River Investments, Inc. and Montrose Investment Ltd. dated
                 March 29, 2000.

The  following   documents  are  incorporated   herein  by  reference  from  the
Registrant's Form 10-Q for the quarter ending September 30, 2000:

10.14            Employment Agreement between SafeScience, Inc. and Bradley J.
                 Carver dated June 29, 1999.
10.15            1998 Stock Option Plan
10.16            2000 Stock Incentive Plan

The  following   documents  are  incorporated   herein  by  reference  from  the
Registrant's Form 8-K filed on January 31, 2001:

10.17            License Agreement  by and among  SafeScience,Inc.,  Wayne State
                 University and the  Barbara Ann Karmanos Cancer Institute dated
                 January 26, 2001.


The following documents are an exhibit hereto:

10.18            Product Formula Agreement between SafeScience,  Inc. and Delta-
                 Omega  Technologies,  Inc. dated January 5, 2001.
23.1             Consent of Arthur Andersen LLP

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this  Report on Form 10-K to be
signed on its behalf by the undersigned,  thereunto duly authorized,  in Boston,
Massachusetts on this 4th day of April 2001.

                                        SAFESCIENCE, INC.

                                        BY:

                                           /s/ Bradley J. Carver
                                           Bradley J. Carver,  Chief   Executive
                                           Officer, President and Treasurer


                                           /s/ John W. Burns
                                           John W. Burns, Senior Vice President,
                                           Chief Financial Officer and Secretary


                                           /s/ Patrick J. Joyce
                                           Patrick J. Joyce, Controller,
                                           Principal Accounting Officer

KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears below
constitutes and appoints Bradley J. Carver, as true and lawful  attorney-in-fact
and agent,  with full power of substitution,  for his and in his name, place and
stead, in any and all capacities,  to sign any and all amendments to this Report
on Form 10-K, and to file the same, therewith,  with the Securities and Exchange
Commission,  granting  unto said  attorney-in-fact  and  agent,  full  power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in about the  premises,  as fully to all intents  and  purposes as he
might or could do in  person,  hereby  ratifying  the  confirming  all that said
attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
on Form 10-K has been signed by the following  persons in the  capacities and on
the dates indicated:

Signatures                          Title                          Date

/s/ Bradley J. Carver      Chief Executive Officer,           April 4, 2001
Bradley J. Carver          President, Treasurer and
                           a member of the Board of
                           Directors

/s/ John W. Burns          Senior Vice President              April 4, 2001
John W. Burns              CFO and Secretary


/s/ Patrick J. Joyce       Controller                         April 4, 2001
Patrick J. Joyce           Principal Accounting Officer


/s/ David W. Dube
David W. Dube              Director                           April 4, 2001

/s/ Theodore J. Host
Theodore J. Host           Director                           April 4, 2001

/s/ Brian G. R. Hughes
Brian G.R. Hughes          Chairman of the
                           Board of Directors                 April 4, 2001