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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-KSB


(Mark One)



|[X]   |  | ANNUAL REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended November 30, 2001.       
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------
|     
|[   ] |  | TRANSITION REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from               to

Commission File Number 0-20866

WILSHIRE TECHNOLOGIES, INC.

(Name of small business issuer in its charter)


|                                                                         |  |                                               
|------------------------------------------------------------------------ |  | ----------------------------------------------
|California(State or other jurisdiction of incorporation or organization) |  | 33-0433823(I.R.S. Employer Identification No.)

5861 Edison Place
Carlsbad, California 92008(Address of principal executive offices)

(760) 929-7200(Issuers telephone number)

Securities registered under Section 12(b) of the Exchange Act: None

|                                                               |  |                                                                               
|-------------------------------------------------------------- |  | ------------------------------------------------------------------------------
|Securities registered under Section 12(g) of the Exchange Act: |  | Common Stock, no par value -
Quoted on the OTC Bulletin Board
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No [    ]

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.

The issuers revenues for its most recent fiscal year were $205,000.

The aggregate market value of the voting stock held by non-affiliates of
the registrant on February 25, 2002 was approximately $2,096,442.

The number of shares outstanding of the registrants only class of Common
Stock, no par value, was 20,964,423 on February 4, 2002.

Transitional Small Business Disclosure
Format. Yes [   ] No [X]



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TABLE OF CONTENTS



|                |                                                                                                                          |  |  |  |  |  |  | 
|--------------- | ------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART I         
|                | Item 1. Description of Business.                                                                                        
|                | Item 2. Description of Property.                                                                                        
|                | Item 3. Legal Proceedings                                                                                               
|                | Item 4. Submission of Matters to a Vote of Security Holders.                                                            
|PART II        
|                | Item 5. Market for Common Equity and Related Stockholder Matters.                                                       
|                | Item 6. Managements Discussion and Analysis or Plan of Operation.                                                      
|                | Item 7. Financial Statements.                                                                                           
|                | Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.                           
|PART III       
|                | Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.
|                | Item 10. Executive Compensation.                                                                                        
|                | Item 11. Security Ownership of Certain Beneficial Owners and Management.                                                
|                | Item 12. Certain Relationships and Related Transactions.                                                                
|PART IV        
|                | Item 13. Exhibits, List and Reports on Form 8-K.                                                                        
|SIGNATURES     
|EXHIBIT INDEX  
|EXHIBIT 10.204 
|EXHIBIT 10.205 
|EXHIBIT 10.206 
|EXHIBIT 10.207 
|EXHIBIT 10.208 
|EXHIBIT  10.209
|EXHIBIT 10.210 
|EXHIBIT 10.211 
|EXHIBIT  10.212



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Wilshire Technologies, Inc.

Annual Report on Form 10-KSB  November 30, 2001

|         |  |                                                                                                                 |  |     
|-------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----
|PART I   |  |                                                                                                                 |  | PAGE
|        
|Item 1.  |  | Description of Business                                                                                         |  | 3   
|        
|Item 2.  |  | Description of Property                                                                                         |  | 5   
|        
|Item 3.  |  | Legal Proceedings                                                                                               |  | 6   
|        
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                             |  | 6   
|        
|PART II  |  |                                                                                                                 |  |     
|        
|Item 5.  |  | Market for Common Equity and Related Stockholder Matters                                                        |  | 7   
|        
|Item 6.  |  | Managements Discussion and Analysis or Plan of Operation                                                       |  | 7   
|        
|Item 7.  |  | Financial Statements                                                                                            |  | 15  
|        
|Item 8.  |  | Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure                            |  | 35  
|        
|Part III |  |                                                                                                                 |  |     
|        
|Item 9.  |  | Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act |  | 36  
|        
|Item 10. |  | Executive Compensation                                                                                          |  | 38  
|        
|Item 11. |  | Security Ownership of Certain Beneficial Owners and Management                                                  |  | 40  
|        
|Item 12. |  | Certain Relationships and Related Transactions                                                                  |  | 42  
|        
|Part IV  |  |                                                                                                                 |  |     
|        
|Item 13. |  | Exhibits, List and Reports on Form 8-K                                                                          |  | 44  

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PART I




Item 1. Description of Business.


The Company

Wilshire Technologies, Inc. (the Company), was incorporated in California on
October 17, 1990 and has historically developed, manufactured and marketed
engineered polymer products for industrial cleanroom use. In 1996, the Company
divested its Medical Products and Transdermal Products divisions and focused
primarily on products used in industrial cleanrooms, such as gloves and
contamination control products. From 1996 through 2000, substantially all of
the Companys reported historic revenues were related to sales of its
contamination control products. On May 19, 2000, the Company completed the sale
of certain assets and selected liabilities of the Companys Wilshire
Contamination Control division (the division) to Foamex Asia Co. LTD. (see
Note 4 to Consolidated Financial Statements). During the third quarter of
fiscal 2000, sales of the Companys polyurethane glove were ceased and the
Company focused upon securing a strategic partner for the new product
development. Effective September 18, 2000, the Company signed a Product
Development, Purchase and License Agreement (the Agreement) with the LYCRA®
division of E. I. DuPont de Nemours and Company (DuPont). Under the
Agreement, DuPont developed and began to supply a new proprietary polyurethane
material, which is used by Wilshire to manufacture and sell a disposable
polyurethane glove for industrial and non-industrial cleanroom applications.
The Company, based in Carlsbad, California manufactures its products at the
Tijuana, Mexico facility of its wholly owned subsidiary, Wilshire International
de Mexico S.A. de C.V.

Market Overview

The need for extraordinary cleanliness in various manufacturing and
high-technology processes has resulted in a requirement for products to be
manufactured in Class 1, 10 and 100 cleanrooms. A cleanroom is an environment
in which particulate fluid and biological contaminants are monitored and
controlled. In the microelectronics, semiconductor and aerospace industries,
cleanrooms are essential to the manufacturing process to prevent minute
particles from contaminating sensitive and expensive products. Cleanrooms are
classified according to the allowable level of particulate contamination per
cubic foot. A Class 1  cleanroom may have just one particle of more than 0.5
microns per cubic foot.

The Company uses a proprietary polyurethane formulation  provided by the
LYCRA® division of E.I. DuPont de Nemours and Company (DuPont)- to produce
the Companys DuraCLEAN ® with LYCRA® glove to meet the requirements of Class
1, 10 and 100 cleanrooms. For these cleanrooms, the particulate compliance
requirements are extremely stringent, and the total cost of disposables
represents only a small percentage of the total cost of the customers
manufactured product. Cleanroom users are generally willing to pay premium
prices for products, which reduce particulate contamination, thereby reducing
labor costs and increasing the yields of their manufactured products.
Disposable supplies used in cleanrooms consist primarily of garments, gloves,
swabs and wipers. Traditionally, most cleanroom suppliers have adapted
existing products from other applications, e.g., medical, which may have
inherent limitations. The Company intends to satisfy the needs of cleanroom
operators with advanced glove products designed and manufactured specifically
for cleanroom use.

Because of the inherent cleanliness and the absence of chemical accelerators,
the new DuraCLEAN® with LYCRA® glove has expanded applications outside
traditional cleanroom markets. Some of the fastest growing potential
market-segments for Wilshire Technologies Inc. are companies whose
manufacturing process (either by the wearer or the in-use environment) is
impacted by the chemicals, shedding, and outgassing associated with traditional
gloves. These markets include medical device manufacturers, biotechnology,
pharmaceutical, telecommunications, and highly sensitive laboratories.

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Products

The Company specializes in the development, manufacture and marketing of
polyurethane gloves for use in any environment that requires a higher level of
cleanliness, greater personal safety and unsurpassed comfort. In September
2000, the Company signed a Product Development, Purchase and License Agreement
(the Agreement) with the LYCRA® division of E.I. DuPont de Nemours and
Company (DuPont). Under the Agreement, DuPont developed and supplied a new
proprietary polyurethane material, which is used by the Company to manufacture
and sell a new disposable polyurethane glove for industrial and non-industrial
cleanroom applications.

In conjunction with the Agreement, the Company also entered into a Trademark
License Agreement with DuPont that allows the Company to market the new
polyurethane glove under the LYCRA® trademark. The Company sold previous glove
products under two brand names  DuraCLEAN® and PolyDERM, and is considering
marketing future glove products under these names.

The majority of the gloves purchased worldwide for use in Class 1, 10 and 100
cleanrooms are latex, nitril or polyvinyl chloride (PVC) medical gloves
post-processed to be cleaner than the typical hospital or surgeons glove. All
of these gloves have several disadvantages: (1) the gloves are prone to
deterioration during use, thereby generating excessive particulate
contamination; (2) the gloves have many chemical additives that can be easily
transferred onto the environments that they are trying to protect causing
potential yield loss; and (3) the gloves can cause allergic/dermal reactions
from chemical additives.

The Company believes that the new polyurethane glove will address these
problems. The Company believes that the new polyurethane glove is superior to
latex, nitril and PVC gloves in many ways. The new glove will have superior
cleanliness, durability (that includes the ability to relaunder) and enhanced
tactile feel. For DiskDrive markets, the added benefit of the electrostatic
dissipative (ESD) properties of the Companys glove is a great advantage.
Although the new gloves will be premium priced, management believes they will
be cost effective for users because the enhanced cleanliness will reduce
contamination and increase yield. Also, because of excellent abrasion
resistance they can be worn longer and changed less frequently than less
expensive gloves. Another benefit of the gloves is they can be relaundered
multiple times, which reduces the cost of the glove and helps reduce the waste
stream of the customer.

Patents, Licenses and Proprietary Rights

The Company has one patent application pending in the United States Patent and
Trademark Office and plans to file more patent applications this year.

The Company relies upon trade secrets, technical know-how and continuing
technological innovation to develop and maintain its competitive position. The
Company typically requires its employees and consultants to execute appropriate
confidentiality and assignment of inventions agreements in connection with
their employment or consulting relationships with the Company.

No assurance can be given that competitors will not independently develop
substantially equivalent or superior proprietary materials and techniques or
otherwise gain access to the Companys proprietary technology, or that the
Company can meaningfully protect its rights in unpatented proprietary
technology.

Technology

The Companys current products use polymers, particularly polyurethane.
Polyurethane is a versatile synthetic material, which can be produced to
exhibit a wide range of characteristics. By varying the underlying molecular
structure and manufacturing methods, polyurethane materials may be created with
varying degrees of absorbency, moisture vapor transfer, flexibility,
elasticity, structural integrity and stability.

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Manufacturing

The Company manufactures its polyurethane gloves on its own equipment, using a
proprietary process in its leased facility in Tijuana, Mexico. The Company
purchases the polymer for the gloves from DuPont under an exclusive two-year
supply agreement. The Agreement allows for up to three annual extensions of the
exclusivity period for the purchasing rights upon the Company meeting certain
performance criteria.

Raw Materials.The polyurethane materials that the Company uses are generally
available from multiple sources. The Company has not experienced difficulty in
obtaining raw materials.

Quality Assurance.Under the Companys quality assurance program, visual,
dimensional and functional inspections are performed and recorded on all raw
materials and finished goods based on product specifications as governed by the
Device Master Record. Additionally, Statistical Process Control and other
Total Quality Management methods are used in the manufacturing process.

Sales, Marketing and Distribution

The Company markets its products directly to end-users through a limited number
of internal sales personnel as well as through international, national and
regional distributors. During 2001, the Company sold approximately 96% of its
products through its Japanese distributor.

Competition

The Company believes the cleanroom market for gloves has a large number of
competitors, some of which, such as Kimberly Clark Corp, are much larger than
the Company. Other competitors include Baxter International, Smith and Nephew
Perry, and Ansell Edmont.

The Company is engaged in a rapidly-evolving and highly-competitive field.
Competition from glove manufacturers is intense and expected to increase. Many
of these companies have substantially greater capital resources and facilities,
and more experience in marketing and distributing products than the Company. In
addition, many of these companies employ large research and development staffs,
while the Company has traditionally had a small research and development
budget.

Employees

As of November 30, 2001, the Company employed 95 employees. 80 employees
supported manufacturing and shipping for the Companys glove factory located in
Tijuana, Mexico, and the remaining employees, 4 in manufacturing and shipping,
7 in marketing and selling and 4 in administration, were affiliated with the
Companys corporate headquarters located in Carlsbad, California.




Item 2. Description of Property.

In August 1997, the Company completed a five-year Lease Agreement with Messrs.
Frank Naliboff and Nathan Morton for a 25,500 square-foot office and warehouse
facility in Carlsbad, California. Under the terms of the lease, the Company
paid rent of $17,500 per month for the first year, beginning January 1, 1998
with annual rent increases of $500 per month in each of the following four
years. The Company anticipates paying rent of $19,500 per month for fiscal year
2002. The lease expires on December 31, 2002 and can be renewed by mutual
agreement of the parties.

In November 1997, the Company completed a five-year Lease Agreement with Mr.
Rafael Mizrachi for a 23,500 square foot manufacturing facility and a 15,000
square foot adjacent lot in Tijuana, Mexico. Under the terms of the lease, the
Company paid rent of $10,000 per month for the first year beginning January 1,
1998, with annual rent adjustments for the San Diego area Consumer Price Index.
The Company anticipates paying rent of $12,400 per month for the fiscal year
2002. The lease expires on December 31, 2002 and can be renewed by mutual
agreement of the parties.

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In December 1998, the Company completed two sublease agreements, one with
Software of the Month Club, Inc (SOMC), and the other with Intecon Systems,
Inc. (Intecon) for space in the Companys leased facility in Carlsbad,
California. The SOMC sublease is for 7,170 square feet for 24 months beginning
January 1, 1999, at a monthly rent of $3,872, subject to annual rent
adjustments, plus utilities. On November 7, 2000, the SOMC was amended to
extend the lease term through December 31, 2001. The lease expired December 31,
2001 and the Company is currently seeking a new tenant to sublease the space
previously leased to SOMC. The Intecon sublease, beginning February 1, 1999,
was amended on August 1, 2000 to 3,090 square feet for a lease term through
June 30, 2002 at a monthly rent of $1,669, plus utilities.

For more information refer to Note 7 to the Consolidated Financial Statements.




Item 3. Legal Proceedings

Breast Implant Litigation

The Company and its predecessor Company, Wilshire Foam Products, Inc.
(Wilshire Foam), have been named as defendants in hundreds of bodily injury
lawsuits involving breast implants pending in Alabama, Arizona, California,
Connecticut, District of Columbia, Florida, Georgia, Idaho, Illinois, Indiana,
Kansas, Louisiana, Michigan, Mississippi, Missouri, Nevada, New Jersey, New
Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South
Carolina, Tennessee, Texas, Utah and Washington, and in a federal
multi-district litigation (MDL) venued in Birmingham, Alabama. These suits
seek compensatory and punitive damages under a variety of legal theories. The
allegations against Wilshire Foam concern the use by some implant manufacturers
of polyurethane products purportedly supplied by Wilshire Foam, which were
apparently incorporated into the implants and placed in the plaintiffs bodies.
Plaintiffs allege that they have suffered adverse effects of having
polyurethane in their bodies, in addition to the alleged adverse effects of
silicone and other components of the implants.

The Company believes it has several layers of protection from exposure in these
cases. First, the Company and Wilshire Foam carried insurance. Second, recent
developments in the MDL and in related negotiations have resulted in the
probable resolution of most of the pending and possible future claims against
the Company. Third, there are a great number of co-defendants, some of which
are large corporations with significant resources, that may be required to
contribute to any award or indemnify the Company. Fourth, the Company has
asserted a number of legal defenses in the lawsuits as described below. Fifth,
these claims relate to products sold prior to the acquisition of Wilshire Foam,
in which product liabilities were expressly not assumed and the Company was
indemnified by the shareholders of Wilshire Foam. In many, if not most of the
cases, the Company believes it did not sell any product to the implant
manufacturers in question or during the relevant time period. The Company has
been dismissed by over 3,000 plaintiffs because it was shown that a Wilshire
Foam product was not involved nor in connected with a related resolution of the
case. This litigation is discussed fully in Note 7 of the notes to the
consolidated financial statements, which is hereby incorporated by reference.
Accordingly there is uncertainty as to the amount the Company will be expected
to pay, if any, once the insurance and indemnification sources have been
exhausted. At this time no accrual has been provided in the accompanying
consolidated financial statements with respect to this matter.




Item 4. Submission of Matters to a Vote of Security Holders.

The Company solicited proxies pursuant to regulation 14A of the Securities
Exchange Act (Proxy Statement dated March 23, 2001) for its Annual Meeting of
Shareholders held on May 25, 2001. Two matters were submitted to the
shareholders for approval. The first matter- the election of the five directors
listed in the Proxy Statement  drew no opposition and such nominees were
elected by the affirmative vote of 12,677,364 shares, which were the number of
shares represented at the meeting. The number of shares not voted was 276,021.
The second matter submitted to the shareholders was an amendment to the
Wilshire Technologies, Inc. 1995 Stock Option Plan to increase the maximum
amount of shares under the plan to 2,250,000. The amendment to the stock option
plan was approved by the affirmative vote of 12,436,092 shares, with 241,206
shares against the motion and 276,087 shares not voted.

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PART II




Item 5. Market for Common Equity and Related Stockholder Matters.

The Companys common stock is quoted and traded on the OTC Bulletin Board
(OTCBB) under the symbol WILK. On January 30, 2002, there were
approximately 110 holders of record of the Companys Common Stock and in excess
of 400 beneficial holders. The Company has not paid any cash dividends on its
Common Stock and does not anticipate paying cash dividends in the foreseeable
future.

The following table sets forth by fiscal quarters the high and low daily
closing sales prices quoted for one share of the Companys Common Stock on the
OTCBB for the fiscal years ended November 30, 2000 and 2001, respectively. The
prices shown reflect interdealer prices without retail mark-up, mark-down or
commissions and may not necessarily represent actual transactions.

|       |                |  |      |      |     |  |  |      | 
|------ | -------------- |  | ---- | ---- | --- |  |  | ---- | 
|       |                |  | HIGH |      | LOW
|       |                |  |      |      |    
|FY2000 |                |  |      |      |     |  |  |     
|       | First Quarter  |  |      | .688 |     |  |  | .188 | 
|       | Second Quarter |  |      | .406 |     |  |  | .188 | 
|       | Third Quarter  |  |      | .531 |     |  |  | .188 | 
|       | Fourth Quarter |  |      | .375 |     |  |  | .094 | 
|FY2001 |                |  |      |      |     |  |  |     
|       | First Quarter  |  |      | .375 |     |  |  | .090 | 
|       | Second Quarter |  |      | .220 |     |  |  | .100 | 
|       | Third Quarter  |  |      | .360 |     |  |  | .120 | 
|       | Fourth Quarter |  |      | .250 |     |  |  | .080 | 




Item 6. Managements Discussion and Analysis or Plan of Operation.

With the exception of discussions regarding historical information,
Managements Discussion and Analysis or Plan of Operation contains forward
looking statements. Such statements are based on current expectations subject
to uncertainties and other factors which may involve known and unknown risks
that could cause actual results of operations to differ materially from those
projected or implied. Further, certain forward-looking statements are based
upon assumptions about future events which may not prove to be accurate.

Risks and uncertainties inherent in forward looking statements include, but are
not limited to, the Companys future cash flows and ability to obtain
sufficient financing, timing and volume of sales orders, level of gross margins
and operating expenses, lack of market acceptance or demand for new product
lines, price competition, conditions in the contamination control industry and
the economy in general, as well as legal proceedings. The economic risk
associated with material cost fluctuations and inventory obsolescence is
significant to the Company. The ability to manage inventories through
procurement and utilization of component materials and the ability to generate
new glove sales could have a significant impact on future results of operations
or financial condition. Historical results are not necessarily indicative of
the operating results for any future period.

Subsequent written and oral forward looking statements attributable to the
Company or persons acting on the Companys behalf are expressly qualified in
their entirety by cautionary statements in this Form 10-KSB and in other
reports that have been filed with the Securities and Exchange Commission. The
following discussion should be read in conjunction with the Consolidated
Financial Statements and the Notes thereto included elsewhere in this filing.

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Overview

The Company has incurred substantial losses since its inception in 1990, and
has relied on working capital provided by Trilon Dominion (previously Dominion
Capital, Inc.) in the form of both debt and equity to fund its operations.
Management believes that Trilon Dominion will continue to support the Companys
working capital needs as necessary through the end of fiscal year 2002. See
further discussion at going concern below.

Accordingly, the accompanying condensed consolidated financial statements have
been prepared assuming the Company will continue to operate as a going concern.
Should Trilon Dominion discontinue providing working capital support to the
Company, the Company would have insufficient working capital to meet its
operational needs for the foreseeable future.

In May of fiscal year 2000, the Company sold certain assets and selected
liabilities of the Companys Wilshire Contamination Control division (the
Division) to Foamex Asia Co. Ltd. (the Buyer), an affiliate of Foamex
International (FMX:NASDAQ) for a potential sales price of $2,500,000 or more.
The sale was finalized on May 19, 2000. Substantially all of the historic
revenues reported by the Company related to this division.

Payments are due from the Buyer on a quarterly basis based on a fixed
percentage of sales by the Buyer of certain products, as defined in the asset
purchase agreement, subject to certain cash flow provisions.

As no proceeds were due to the Company on the date of closing, the Company
recorded a receivable in the amount of $945,000, which equates to the net book
value of the net assets sold. The Company has a secured interest in the net
assets sold. All payments of the sales price will be applied against the
receivable, under the cost recovery method, with no recognition of gain until
the receivable is paid in full. The Company believes that the asset recorded is
not impaired. On November 29, 2001, the Company received a payment of $258,000
from Foamex Asia Co. Ltd. in compliance with the terms of the Agreement, which
was applied against the receivable.

In addition to the sale of assets, the Buyer and Seller entered into an
agreement (the Ongoing Service Agreement) where the Company agreed to provide
Foamex, for due consideration, certain labor, facilities, services, personnel
and other items with respect to Foamexs ongoing operation of the Divisions
business. The agreement commenced on May 19, 2000 and has been subsequently
amended to continue until December 31, 2002. The Company anticipates receiving
approximately $550,000 in consulting fees from the agreement during fiscal year
2002.

The Company believes the transaction was in its best interests due to the
likelihood of increased sales over the next three years from lower
manufacturing costs that could be achieved by Foamex Asia Co. Ltd. Furthermore,
the sale of the Division to Foamex Asia Co. Ltd., allowed the Company to better
focus its efforts on the polyurethane glove business.

Effective September 18, 2000, the Company signed a Product Development,
Purchase and License Agreement (the Agreement) with the LYCRA® division of E.
I. DuPont de Nemours and Company (DuPont). Under the
Agreement, DuPont developed and began to supply a new proprietary polyurethane
material (the Material) used by Wilshire to manufacture and sell a disposable polyurethane
glove for industrial and non-industrial cleanroom applications.

The Agreement grants the Company an exclusive two-year license
to purchase the Material for the manufacture of its glove for sale into the
cleanroom, non-medical glove markets of North America, Asia (ex-Japan) and
Japan. The Agreement allows for up to three annual extensions of the
exclusivity period for the purchasing rights and for the selling rights into
North America and Asia (ex-Japan) upon the Company meeting certain performance
criteria. In order to maintain the exclusivity of the purchasing and selling
rights beyond the initial two-year period, the Company is required to meet
annual revenue thresholds of $6.9M, $16.3M and $26.5M for the 12-month periods
ending June 30, 2003, 2004 and 2005, respectively. If the Company does not
meet the stated minimum revenue requirement, the Company can obtain annual
non-exclusive rights in these markets upon achievement of lesser annual revenue
thresholds of $3.45M, $8.15M and $13.25M for the 12-month periods ending June
30, 2003, 2004 and 2005, respectively. There can be no assurance that the

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Company will achieve these revenue levels to satisfy the minimum revenue
requirements to extend its rights to use DuPonts Material, on an exclusive or
non-exclusive basis, for periods beyond the initial two-year period.

Under the Agreement, the Company is required to purchase all its polyurethane
requirements from DuPont through the end of 2005, if the extensions are
exercised. In conjunction with the Agreement, the Company also entered into a
Trademark License Agreement with Dupont that allows the Company to market the
new polyurethane glove under the LYCRA® trademark.

As partial consideration, in fiscal year 2000, the Company granted a stock
option to DuPont to purchase up to 2,000,000 shares of its common stock at an
exercise price of $.50 a share. This option was cancelled effective December
17, 2001 at which time the Company granted DuPont a different option
with an exercise price of $1 million.

Upon exercise of the new option, DuPont would
receive 10% of the proceeds (as defined in
the option) from (i) any voluntary or involuntary liquidation, dissolution or
winding up of the Company (ii) the sale of substantially all of the Companys
assets by the Company or (iii) the acquisition of the Company by another
entity, not affiliated with Trilon Dominion, by means of a merger or other form
of corporate reorganization in which the outstanding shares of the Company are
exchanged for securities or other consideration issued by or on behalf of the
acquiring corporation (collectively a Liquidation).

In the event of a Liquidation before December 31, 2004, the option becomes
exercisable on the day the Liquidation occurs. If there has been no
Liquidation before December 31, 2004, the option becomes exercisable on
December 30, 2004 and, if not exercised, expires at the close of business on
that day. The Company, may in its sole discretion, extend the December 31,
2004 date on at least 15 calendar days prior written notice to DuPont.

During the first half of fiscal year 2001, the Company finalized a commercial
version of DuraCLEAN® with Lycra® glove. The Company began a controlled
production ramp as it focused on process and yield improvement programs.

The process and yield improvement programs were completed in the last half of
the fiscal year, along with the completion of extensive tests for cleanliness,
durability, strength and comfort.

In October 2001, the Company finished a retrofit of its glove dipping line to
maximize production capacity for the new glove.

The Company initially targeted its glove sales to the Japanese semiconductor
and diskdrive industries and introduced the glove for evaluations at key
customer sites. In the second half of 2001, the Company introduced the new
glove into the US Medical Device market.

The development cycle of the Companys new glove continued through fiscal year
2001, thus limiting the sales of the glove to approximately $205,000 for the
year. The Company accelerated the market introduction into both the Japanese
and domestic markets during the fourth quarter of fiscal 2001, and has received
orders aggregating $100,000 for its glove.

The sale of the Companys Wilshire Contamination Control Division along with
the extensive development cycle of the new glove has continued to impact the
Companys ability to generate cash. The Company further anticipates that
substantial negative cash flows will continue through fiscal year 2002 as the
Company focuses on ramping up sales of its new polyurethane glove.

As of November 30, 2001, the Company used its current credit facilities and has
projected its cash flow needs to be approximately $9 Million for the year
ending November 2002.

Consequently, in order to raise funds to support its working capital needs for
fiscal 2002, the Company signed a Stock Option Agreement with Trilon Dominion
Partners, L.L.C. (Trilon).

9



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Under the Trilon agreement, on December 17, 2001 the Company has issued to
Trilon (the Companys largest shareholder owning over 73% of the Companys
outstanding shares), 8,011,039 shares of the Companys unissued authorized
stock in cancellation of $1,279,000 of indebtedness and interest. The option agreement
further reserves an initial 16,445,900 shares of stock (subject to further
adjustments) at a price of $.14 per share, for further sale to
Trilon. The Agreement contains certain covenants regarding corporate
events which restrict the Company, without the prior written consent
of Trilon, from (a) issuing any shares of its Preferred Stock,
(b) issuing any shares of its Common Stock except pursuant to
warrants or options outstanding on the date hereof, (c) paying
any dividend payable in stock (of any class or classes) or in any
obligations or stock convertible into or exchangeable for shares of
Common Stock, upon its Common Stock or make any distribution (other
than ordinary cash dividends) to holders of its Common Stock,
(d) granting to holders of its Common Stock generally any rights
or option, (e) effecting any capital reorganization or
reclassification of capital stock of the Company,
(f) consolidating with, or merging into, any other corporation
or to transfer its property as an entirety or substantially as an
entirety, or (g) effecting the liquidation, dissolution or
winding up of the Company. These covenants remain in effect until the
option and the additional option have been exercised or expired. In
connection with any consent of Trilon to the foregoing, Trilon may
require adjustments to the exercise price in order to protect its
purchase rights with respect to the option. Trilon
may exercise the option at any time before 2003.

Trilon Dominion, has advised the Company that it will continue to support the
Company as necessary through the end of fiscal year 2002 through the exercise
of options under this agreement, however no assurance of their support can be
given. (See discussion on Going Concern, and Note 2 and see Note 12 of Notes
to the Consolidated Financial Statements).

Results of Operations

Net Sales

The Company markets its products directly to end-users through a limited number
of internal sales personnel as well as through international, national and
regional distributors. Revenue for all sales is recognized when title
transfers, generally when products are shipped.

Net sales decreased by $1,106,000 (84.4%) to $205,000 for the fiscal year of
2001 as compared to sales of $1,311,000 for 2000. The decrease in sales for the
year was due to the sale of the Wilshire Contamination Control Division to
Foamex Asia Co. Ltd. on May 19, 2000. Given that substantially all of the
historic revenues reported by the Company related to this division, sales
ceased at that time while the Company focused on development of a new
polyurethane glove made with proprietary material supplied by DuPont.

Development of the new glove continued through fiscal 2001, as the Company
focused upon process and yield improvement programs and introduced the glove
into selected targeted customer accounts.

Gross Margin

For 2001, the Company recorded a negative gross margin of $2,600,000 as
compared to a negative gross margin of $1,699,000 for 2000. The losses for each
of the years presented were primarily attributable to high-unabsorbed operating
costs of its glove manufacturing plant as the Company focused upon the
development of a new polyurethane glove made with proprietary material supplied
by Dupont.

Marketing and Selling Expenses

Marketing and selling expenses increased by $165,000 (30.3%) to $710,000 for
fiscal 2001 from $545,000 for the comparable period of 2000. The 2001 increase,
as compared to 2000, was primarily attributable to an increase in headcount as
well as an increase in marketing, tradeshow and travel expenses associated with
the introduction of the new glove to customers.

General and Administrative Expenses

General and administrative expenses include costs related to the Companys
administrative costs such as executive and office salaries, related payroll
expenses, investor relations, professional fees, supplies and utilities.

General and administrative expenses decreased slightly by $17,000 (1.1%) to
$1,583,000 for fiscal year 2001 from $1,600,000 in 2000. The decrease in
expense was due to reductions in professional services associated with the
Companys glove manufacturing plant, decreases in executive headcount and the
sharing of certain expenses under the Ongoing Service Agreement with Foamex
Asia Co. Ltd.

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Research and Development

Research and development expenses increased by $22,000 (169.2%) to $35,000 for
2001 from $13,000 in 2000. The increase was primarily due to increased research
and development project expenses for the new glove.

Other Income

Other income increased by $238,000 (176.3%) to $373,000 in the fiscal year
2001 as compared to $135,000 of income for 2000. The increase in other income
is due to an increase of consulting income from the Ongoing Service Agreement
with Foamex Asia, which was entered into on May 19, 2000.

The Company recorded royalty expense of $37,000 to DuPont in fiscal 2001
related to sales of its new glove as stipulated by the Product Development,
Purchase and License Agreement (the Agreement) with the LYCRA® division of E.
I. DuPont de Nemours and Company (DuPont ).

In the fourth quarter of fiscal 2001, the Company recorded a reserve totaling
$24,000 for obsolete assets.

Interest Expense, Net

The Company reported higher interest expense in 2001 versus 2000 due to an
increase in debt outstanding. The interest expense was related primarily to the
line of credit due to Trilon Dominion Partners, LLC. (See Note 5).

Income Taxes

For the years ended November 30, 2001 and 2000, the Company sustained losses
for both financial reporting and income tax purposes. A tax provision of $1,000
related to state income taxes was recorded in the financial statements for 2000
and 2001.

Going Concern

The Companys consolidated financial statements included elsewhere herein have
been prepared assuming that the Company will continue as a going concern. The
Company has a working capital deficiency of $23,711,000; shareholders deficit
of $20,351,000 as of November 30, 2001, has suffered substantial recurring
losses from operations and is economically dependent on its majority
shareholder to finance operations. These matters, among others, raise
substantial doubt about the Companys ability to continue as a going concern.
Continuation of the Company is dependent on the Companys ability to negotiate
additional arrangements with its majority shareholder, raise additional capital
and to achieve profitability. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Although management has been successful in obtaining working capital from its
majority shareholder to fund operations to date, there can be no assurance that
the Company will be able to raise additional capital in the future.

The Company anticipates continuing substantial negative cash flow from
operating and investing activities through the next twelve months. The Company
has projected its cash flow needs to be approximately $9 million for fiscal
2002. Trilon Dominion, the Companys largest shareholder with over 73% of the
shares outstanding, has acknowledged the Companys cash flow needs and has
indicated its commitment to provide financial support to the Company through
the next twelve months to the extent of such budgeted cash flow requirements.
However given that no written commitment exists, the Company is exposed to the
substantial risk that it will not receive the funds from Trilon Dominion to
fund present and future working capital needs. In the event that such funds are
not received it is unlikely that the Company will be successful in raising
capital from other sources. If adequate funds are not available to finance
current operations, the Company will be unable to execute its business
development efforts and may be unable to continue as a going concern.

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The Companys continuation as a going concern is dependent upon its ability to
(a) generate sufficient cash flow to fund working capital and investment
activities, (b) to obtain additional outside financing and (c) ultimately
sustain profitability. Managements recent actions in regard to these matters
are as follows:

1) During fiscal 2000, the Company sold selected assets and liabilities
totaling $945,000 related to the Companys Wilshire Contamination Control to
Foamex Asia Co. LTD. (the Buyer), an affiliate of Foamex International (FMX:
NASDAQ) for a potential sales price up to $2,500,000. (See Note 4). Payments
of the sale price are due from the Buyer on a quarterly basis based on a fixed
percentage of sales by the Buyer of certain products. Foamex International is
an international developer, manufacturer and supplier of high-quality foam,
including key materials utilized in contamination control environments. Foamex
Asia Co. Ltd., located in Singapore and in Thailand, is currently a major
supplier of specialty foam products to the Asian market.

As part of the sale agreement, Foamex Asia Co. Ltd. agreed to invest
$1,000,000 of capital in equipment and machinery which, the Company believes,
will lead to lower manufacturing costs of the Buyer over the term of the
agreement. The Company further believes the transaction was in its best
interests as the likelihood of increased sales due to the lower manufacturing
costs may provide not only a return of the initial investment of $945,000, but
additional payments from the Buyer up to a total of $2,500,000.

In accordance with the terms of the sale agreement, a payment in the amount of
$258,000 was received from Foamex Asia Co. Ltd., on November 29, 2001 and
applied against the receivable.

In addition to receiving the November 29, 2001 payment, Foamex Asia Co. Ltd.,
confirmed an additional unpaid deferred payment balance of over $400,000, which
is included in the receivable due from sale of division balance. Under the
terms of the Agreement, this deferred payment is to be paid in full by November
30, 2002.

2) In addition to the sale of assets to Foamex Asia Co. Ltd., the Company
entered into an agreement with Foamex to provide, for due consideration,
certain labor, facilities, services, personnel and other items with respect to
Foamexs ongoing operation of the Divisions business. The agreement, which
commenced on May 19, 2000, has been amended to extend through December 31, 2002
and will provide additional funds to offset operating expenses of approximately
$550,000 for fiscal year 2002.

3) In September 2000, the Company signed a Product Development, Purchase and
License Agreement (the Agreement) with the LYCRA® division of E. I. DuPont de
Nemours and Company (DuPont ). Under the Agreement, DuPont developed and
began to supply a new proprietary polyurethane material, which is used by
Wilshire to manufacture and sell a disposable polyurethane glove for industrial
and non-industrial cleanroom applications.

The Company began production of the new gloves in the second quarter of 2001
and believes that the new, improved DuraCLEAN® gloves using LYCRA® eglantine
fiber will offer the market a glove with improved cleanliness, durability and
comfort. The glove will also have excellent ESD properties. The glove has the
distinct advantage of being able to be used as a one time disposable product
or, because of its durability, can be relaundered and used multiple times. The
relaunderability benefit is a significant factor as it allows for a reduction
in the cost of the glove and a large reduction in the waste stream of the
customer, which is a growing concern in the market.

Although the new gloves will be premium priced, management believes they will
be cost effective for users because the enhanced cleanliness will reduce
contamination and increase yield. Also, because of excellent abrasion
resistance they can be worn longer and changed less frequently than less
expensive gloves.

Because of the inherent cleanliness and the absence of chemical accelerators,
the new DuraCLEAN® with LYCRA® glove has expanded applications outside
traditional cleanroom markets. Some of the fastest growing market-segments for
Wilshire Technologies Inc. are medical device manufacturing,
telecommunications, biotechnology and highly sensitive laboratories. The
ability to re-launder and re-use the DuraCLEAN® glove has appeal in waste
sensitive markets in Japan.

12



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The Glove will be marketed under the trademark DuraCLEAN® with LYCRA®. DuPont
will be active with the Company in the marketing of the product. The Company
will distribute the product through a variety of channels both in the US and
overseas.

The Company believes that with the potential of a return of $2.5 million on the
sale of its contamination control division to Foamex Asia Co., Ltd., with the
cost-sharing agreements in place to lower operating costs, and with the sales
of its new glove, the Company will position itself to begin generating
sufficient cash flow to fund working capital and investment activities by early
2003. If the Company does attain its sales goals, it believes that it will be
able to raise additional capital, as needed in the future. There can be no
assurances, however, that the Company will be successful in any of the above
mentioned actions or plans on a timely basis, or at all.

Liquidity and Capital Resources

Management assesses the Companys liquidity by its ability to generate cash to
fund its operations. Significant factors in the management of liquidity are:
funds generated by operations; levels of accounts receivable, inventories,
accounts payable and capital expenditures; adequate lines of credit; and
financial flexibility to attract long-term capital on satisfactory terms.

During 2000 and 2001, the Company has not generated sufficient cash from
operations to fund its working capital and equipment purchase requirements.
Net cash used in operating activities was $ 3,773,000 for 2001 versus net cash
used in operating activities of $2,473,000 for 2000. The increase in the cash
used in operating activities was primarily due to the sale of the Companys
Wilshire Contamination Control division to Foamex Asia, Co. Ltd. in May 2000,
which resulted in an substantial reduction in cash generated from operations.

Net cash used in investing activities was $282,000 for 2001, versus net cash
used in investing activities of $94,000 for 2000. The higher investing
activities for fiscal 2001 were related to upgrades to the glove production
equipment related to the manufacture of the new glove totaling $539,000 offset
by a payment on the receivable due on sale of division of $258,000.

Net cash provided by financing activities was $3,956,000 for 2001 versus
$2,813,000, for 2000. The debt financing in both years was obtained from Trilon
Dominion Partners, LLC. The Companys need for financing increased in 2001 due
to the sale of the Companys Wilshire Contamination Control division.

On March 31, 1998, the Company and Trilon Dominion completed an Amended and
Restated Credit Agreement and Revolving Line of Credit (the Amended
Agreement) secured by the Companys assets.

The Agreement has been extended by a number of amendments to January 31, 2003.
Through fiscal 1999, the Company issued $11,935,000 of demand notes bearing
interest at rates of 11.5% and prime plus 3%.

In fiscal 2000, the Company issued demand notes totaling $2,813,000 under the
line of credit agreement. The notes issued in fiscal 2000 bear interest at a
rate of prime plus 3% (13.0% at November 30, 2000).

In fiscal 2001, the Company issued additional demand notes totaling $3,956,000
at a rate of prime plus 3% (8.0% at November 30, 2001). All of the notes are
due on demand.

As of February 15, 2002, the Company has used its current credit facilities and
anticipates continuing negative cash flow from operating and investing
activities through fiscal 2002. The Company has projected its cash flow needs
to be approximately $9 Million for the year ending November 2002. Trilon
Dominion, the Companys largest shareholder with over 73% of the shares
outstanding, has acknowledged the Companys cash flow needs and has indicated
its commitment to provide financial support to the Company through fiscal year
2002 to the extent of such budgeted cash flow requirements. However, given that
no written commitment exists, the Company is exposed to the substantial risk
that it will not receive the funds from Trilon Dominion to fund present and
future working capital needs. If such commitment is not met, it is likely that
the Company will not have the necessary resources to fund its operations for
the next 12 months.

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Risk Factors

The Companys business depends on the free flow of products and services
through the channels of commerce. Recently, in response to terrorists
activities and threats aimed at the United States, transportation, mail,
financial and other services have been slowed or stopped altogether. Further
delays or stoppages in transportation, mail, financial or other services could
have a material adverse effect on the Companys business, results of operations
and financial condition. Furthermore, the Company may experience an increase in
operating costs, such as costs for transportation, insurance and security as a
result of the activities and potential activities. The Company may also
experience delays in receiving payments from payers that have been affected by
the terrorist activities and potential activities. The U.S. economy, in
general, is being adversely affected by the terrorist activities and potential
activities and any economic downturn could adversely impact the Companys
results of operations, impair its ability to raise capital or otherwise
adversely affect its ability to grow the business.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141 (SFAS 141), Business Combinations,
which eliminates the pooling method of accounting for intangible assets and
goodwill acquired in a business combinations initiated after June 30, 2001. In
addition, SFAS 141 addresses the accounting for intangible assets and goodwill
acquired in a business combination. This portion of SFAS 141 is effective for
business combinations completed after June 30, 2001. The Company does not
expect SFAS 141 will have material impact on its financial position or results
of operations.

In July 2001, The FASB issued Statement of Financial Accounting Standards No.
142 (SFAS 142), Goodwill and Intangible Assets, which revises the accounting
for purchased goodwill and intangible assets. Under SFAS 142, goodwill and
intangible assets with indefinite lives will no longer be amortized and will be
tested for impairment at least annually. SFAS 142 is effective for fiscal
years beginning after December 15, 2001, with earlier adoption permitted. The
Company does not expect SFAS 142 will have a material impact on the Companys
financial position and results of operations.

In August 2001, FASB issued SFAS No. 144, Impairment or Disposal of Long-Lived
Assets, which addresses accounting and financial reporting for the impairment
or disposal of long-lived assets. This standard is effective for the Companys
financial statements beginning December 1, 2002. The Company is currently
evaluating the impact, if any, the implementation of this Statement will have
on the Companys financial position and results of operations.

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Item 7. Financial Statements.

Index to Consolidated Financial Statements

Years ended November 30, 2001 and 2000

Index

|                                                                    |  |  |    | 
|------------------------------------------------------------------- |  |  | -- | 
|Report of BDO Seidman LLP, Independent Certified Public Accountants |  |  | 16 | 
|Audited Financial Statements                                        |  |  |    | 
|Consolidated Balance Sheets                                         |  |  | 17 | 
|Consolidated Statements of Operations                               |  |  | 18 | 
|Consolidated Statements of Cash Flows                               |  |  | 19 | 
|Consolidated Statements of Shareholders Deficit                    |  |  | 20 | 
|Notes to Consolidated Financial Statements                          |  |  | 21 | 

15



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Report of Independent Certified Public Accountants

To the Board of Directors of
Wilshire Technologies, Inc.

We have audited the accompanying consolidated balance sheets of Wilshire
Technologies, Inc. as of November 30, 2001 and 2000, and the related
consolidated statements of operations, shareholders deficit and cash flows for
the years then ended. These 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 of America. 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 Wilshire
Technologies, Inc. as of November 30, 2001 and 2000, and the results of its
operations and its cash flows for each of the years then ended in conformity
with accounting principles generally accepted the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has a working capital deficiency
of $23,711,000 and shareholders deficit of $20,351,000 as of November 30,
2001, has suffered recurring losses from operations and is economically
dependent on its majority shareholder to finance operations. These matters,
among others, raise substantial doubt about the Companys ability to continue
as a going concern. Managements plans in regard to these matters are
described in Note 2. Continuation of the Company is dependent on the Companys
ability to negotiate additional arrangements with its majority shareholder,
raise additional capital and to achieve profitability. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



| | /s/ BDO Seidman, LLP
| | --------------------
| | BDO SEIDMAN, LLP    



Costa Mesa, California
January 11, 2002

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Wilshire Technologies, Inc.
Consolidated Balance Sheets

|                                                                                          |                                                                                                                                            |   |              |             |              |   |             |             |  
|----------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------ | ----------- | ------------ | - | ----------- | ----------- | -
|                                                                                          |                                                                                                                                            |   | November 30, |             | November 30,
|                                                                                          |                                                                                                                                            |   | 2001         |             | 2000        
|                                                                                          |                                                                                                                                            |   |              |             |             
|Assets                                                                                    |                                                                                                                                            |   |              |             |              |   |             |            
|Current assets:                                                                           |                                                                                                                                            |   |              |             |              |   |             |            
|                                                                                          | Cash                                                                                                                                       |   | $            | 314,000     |              |   | $           | 413,000     |  
|                                                                                          | Accounts receivable trade, less
allowance for doubtful accounts of
$375 at November 30, 2001 and $2,000
at November 30, 2000, respectively |   |              | 46,000      |              |   |             | 1,000       |  
|                                                                                          | Inventories                                                                                                                                |   |              | 38,000      |              |   |             |            |  
|                                                                                          | Other current assets                                                                                                                       |   |              | 320,000     |              |   |             | 244,000     |  
|                                                                                          |                                                                                                                                            |   |              |             |              |   |             |            
|Total current assets                                                                      |                                                                                                                                            |   | 718,000      |             |              |   | 658,000     |            
|Property and equipment, net                                                               |                                                                                                                                            |   | 2,644,000    |             |              |   | 2,781,000   |            
|Patents and trademarks, net                                                               |                                                                                                                                            |   | 29,000       |             |              |   | 26,000      |            
|Receivable due from sale of division                                                      |                                                                                                                                            |   | 687,000      |             |              |   | 945,000     |            
|                                                                                          |                                                                                                                                            |   |              |             |              |   |             |            
|                                                                                          |                                                                                                                                            | $ | 4,078,000    |             |              | $ | 4,410,000   |            
|                                                                                          |                                                                                                                                            |   |              |             |              |   |             |            
|Liabilities and shareholders deficit                                                     |                                                                                                                                            |   |              |             |              |   |             |            
|Current liabilities:                                                                      |                                                                                                                                            |   |              |             |              |   |             |            
|                                                                                          | Accounts payable                                                                                                                           |   | $            | 171,000     |              |   | $           | 73,000      |  
|                                                                                          | Accrued expenses                                                                                                                           |   |              | 390,000     |              |   |             | 226,000     |  
|                                                                                          | Interest payable                                                                                                                           |   |              | 5,164,000   |              |   |             | 3,301,000   |  
|                                                                                          | Demand notes  related party                                                                                                               |   |              | 18,704,000  |              |   |             | 14,748,000  |  
|                                                                                          |                                                                                                                                            |   |              |             |              |   |             |            
|Total current liabilities                                                                 |                                                                                                                                            |   | 24,429,000   |             |              |   | 18,348,000  |            
|Commitments and contingencies                                                             |                                                                                                                                            |   |              |             |              |   |             |            
|Shareholders deficit                                                                     |                                                                                                                                            |   |              |             |              |   |             |            
|Preferred stock, no par value,
2,000,000 shares authorized and none
issued or outstanding |                                                                                                                                            |   |             |             |              |   |            |            
|                                                                                          | Common stock, no par value,
50,000,000 shares authorized;
12,953,385 shares issued and
outstanding                                         |   |              | 25,912,000  |              |   |             | 25,912,000  |  
|                                                                                          | Common stock warrants and options                                                                                                          |   |              | 495,000     |              |   |             | 495,000     |  
|                                                                                          | Accumulated deficit                                                                                                                        |   |              | (46,758,000 | )            |   |             | (40,345,000 | )
|                                                                                          |                                                                                                                                            |   |              |             |              |   |             |            
|Total shareholders deficit                                                               |                                                                                                                                            |   | (20,351,000  | )           |              |   | (13,938,000 | )          
|                                                                                          |                                                                                                                                            |   |              |             |              |   |             |            
|                                                                                          |                                                                                                                                            | $ | 4,078,000    |             |              | $ | 4,410,000   |            
|                                                                                          |                                                                                                                                            |   |              |             |              |   |             |            

See report of independent certified public accountants and accompanying notes.

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Wilshire Technologies, Inc.
Consolidated Statements of Operations

|                                       |                            |   |                          |           |      |   |            |           | 
|-------------------------------------- | -------------------------- | - | ------------------------ | --------- | ---- | - | ---------- | --------- | 
|                                       |                            |   | Years ended November 30,
|                                       |                            |   |                         
|                                       |                            |   | 2001                     |           | 2000
|                                       |                            |   |                          |           |     
|Net sales                              |                            | $ | 205,000                  |           |      | $ | 1,311,000  |          
|Cost of sales                          |                            |   | 2,805,000                |           |      |   | 3,010,000  |          
|                                       |                            |   |                          |           |      |   |            |          
|Gross loss                             |                            |   | (2,600,000               | )         |      |   | (1,699,000 | )        
|                                       |                            |   |                          |           |      |   |            |          
|Operating expenses:                    |                            |   |                          |           |      |   |            |          
|                                       | Marketing and selling      |   |                          | 710,000   |      |   |            | 545,000   | 
|                                       | General and administrative |   |                          | 1,583,000 |      |   |            | 1,600,000 | 
|                                       | Research and development   |   |                          | 35,000    |      |   |            | 13,000    | 
|                                       |                            |   |                          |           |      |   |            |          
|Total operating expenses               |                            |   | 2,328,000                |           |      |   | 2,158,000  |          
|                                       |                            |   |                          |           |      |   |            |          
|Loss from operations                   |                            |   | (4,928,000               | )         |      |   | (3,857,000 | )        
|Other income                           |                            |   | 373,000                  |           |      |   | 135,000    |          
|Loss on sale of assets                 |                            |   |                         |           |      |   | (314,000   | )        
|Interest expense, net                  |                            |   | (1,857,000               | )         |      |   | (1,541,000 | )        
|                                       |                            |   |                          |           |      |   |            |          
|Loss before provision for income taxes |                            |   | (6,412,000               | )         |      |   | (5,577,000 | )        
|Provision for income taxes             |                            |   | 1,000                    |           |      |   | 1,000      |          
|                                       |                            |   |                          |           |      |   |            |          
|Net loss                               |                            | $ | (6,413,000               | )         |      | $ | (5,578,000 | )        
|                                       |                            |   |                          |           |      |   |            |          
|Weighted average shares outstanding    |                            |   | 12,953,000               |           |      |   | 12,953,000 |          
|                                       |                            |   |                          |           |      |   |            |          
|Basic and diluted loss per share       |                            | $ | (0.50                    | )         |      | $ | (0.43      | )        
|                                       |                            |   |                          |           |      |   |            |          

See report of independent certified public accountants and accompanying notes.

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Wilshire Technologies, Inc.
Consolidated Statements of Cash Flows

|                                                                            |                                                                                   |                                                              |            |                          |           |      |            |         |           |  
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------------ | ---------- | ------------------------ | --------- | ---- | ---------- | ------- | --------- | -
|                                                                            |                                                                                   |                                                              |            | Years ended November 30,
|                                                                            |                                                                                   |                                                              |            |                         
|                                                                            |                                                                                   |                                                              |            | 2001                     |           | 2000
|                                                                            |                                                                                   |                                                              |            |                          |           |     
|Operating activities                                                        |                                                                                   |                                                              |            |                          |           |      |            |        
|Net loss                                                                    |                                                                                   | $                                                            | (6,413,000 | )                        |           | $    | (5,578,000 | )      
|Adjustments to reconcile net loss to net cash used
in operating activities: |                                                                                   |                                                              |            |                          |           |      |            |        
|                                                                            | Depreciation and amortization                                                     |                                                              |            | 649,000                  |           |      |            | 694,000 |          
|                                                                            | Warrants and options issued to suppliers                                          |                                                              |            |                         |           |      |            | 106,000 |          
|                                                                            | Warrants issued to majority shareholder                                           |                                                              |            |                         |           |      |            | 2,000   |          
|                                                                            | Provision for loss on accounts receivable                                         |                                                              |            | (2,000                   | )         |      |            |        |          
|                                                                            | Provision for loss on inventory
obsolescence                                      |                                                              |            | (85,000                  | )         |      |            | (33,000 | )        
|                                                                            | Loss from sale of assets to Foamex                                                |                                                              |            |                         |           |      |            | 314,000 |          
|                                                                            | Loss from write-off of assets                                                     |                                                              |            | 24,000                   |           |      |            |        |          
|                                                                            | Net change in operating assets and
liabilities, net of impact of sale of
division |                                                              |            |                          |           |      |            |         |          
|                                                                            |                                                                                   | (Increase) decrease in accounts
receivable                   |            |                          | (43,000   | )    |            |         | 304,000   |  
|                                                                            |                                                                                   | Decrease in inventories                                      |            |                          | 47,000    |      |            |         | 466,000   |  
|                                                                            |                                                                                   | (Increase) decrease in other
current assets                  |            |                          | (75,000   | )    |            |         | 229,000   |  
|                                                                            |                                                                                   | (Decrease) increase in accounts
payable and accrued expenses |            |                          | 262,000   |      |            |         | (520,000  | )
|                                                                            |                                                                                   | Increase in interest payable                                 |            |                          | 1,863,000 |      |            |         | 1,543,000 |  
|                                                                            |                                                                                   |                                                              |            |                          |           |      |            |        
|Net cash used in operating activities                                       |                                                                                   |                                                              | (3,773,000 | )                        |           |      | (2,473,000 | )      
|                                                                            |                                                                                   |                                                              |            |                          |           |      |            |        
|Investing activities                                                        |                                                                                   |                                                              |            |                          |           |      |            |        
|Purchase of equipment                                                       |                                                                                   |                                                              | (534,000   | )                        |           |      | (94,000    | )      
|Decrease in note receivable                                                 |                                                                                   |                                                              | 258,000    |                          |           |      |           |        
|Increase (decrease) in other assets                                         |                                                                                   |                                                              | (6,000     | )                        |           |      |           |        
|                                                                            |                                                                                   |                                                              |            |                          |           |      |            |        
|Net cash used in investing activities                                       |                                                                                   |                                                              | (282,000   | )                        |           |      | (94,000    | )      
|                                                                            |                                                                                   |                                                              |            |                          |           |      |            |        
|Financing activities                                                        |                                                                                   |                                                              |            |                          |           |      |            |        
|Proceeds from demand notes                                                  |                                                                                   |                                                              | 3,956,000  |                          |           |      | 2,813,000  |        
|                                                                            |                                                                                   |                                                              |            |                          |           |      |            |        
|Net cash provided by financing activities                                   |                                                                                   |                                                              | 3,956,000  |                          |           |      | 2,813,000  |        
|                                                                            |                                                                                   |                                                              |            |                          |           |      |            |        
|Net increase (decrease) in cash                                             |                                                                                   |                                                              | (99,000    | )                        |           |      | 246,000    |        
|Cash  beginning of period                                                  |                                                                                   |                                                              | 413,000    |                          |           |      | 167,000    |        
|                                                                            |                                                                                   |                                                              |            |                          |           |      |            |        
|Cash  end of period                                                        |                                                                                   | $                                                            | 314,000    |                          |           | $    | 413,000    |        
|                                                                            |                                                                                   |                                                              |            |                          |           |      |            |        

See report of independent certified public accountants and accompanying notes.

19



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##### Table of Contents



Wilshire Technologies, Inc.
Consolidated Statements of Shareholders Deficit
Years Ended November 30, 2001 and 2000

|                             |                        |              |            |                      |             |   |            |   |         |   |         |         |  |   |             |            |   |   |             |            |  
|---------------------------- | ---------------------- | ------------ | ---------- | -------------------- | ----------- | - | ---------- | - | ------- | - | ------- | ------- |  | - | ----------- | ---------- | - | - | ----------- | ---------- | -
|                             | Compensation Effect of
|                             | Common Stock           | Common Stock
|                             |                        |              |            | warrants and options | Accumulated
|                             |                        |              | Shares     |                      | Amount      |   | Amount     |   | Deficit |   | Total  
|                             |                        |              |            |                      |             |   |            |   |         |   |        
|Balances  November 30, 1999 |                        |              | 12,953,385 |                      |             | $ | 25,912,000 |   |         | $ | 387,000 |         |  | $ | (34,767,000 | )          |   | $ | (8,468,000  | )         
|                             | Issuance of Warrants   |              |            |                     |             |   |            |  |         |   |         | 108,000 |  |   |             |           |   |   |             | 108,000    |  
|                             | Net loss               |              |            |                     |             |   |            |  |         |   |         |        |  |   |             | (5,578,000 | ) |   |             | (5,578,000 | )
|                             |                        |              |            |                      |             |   |            |   |         |   |         |         |  |   |             |            |   |   |             |           
|Balances  November 30, 2000 |                        |              | 12,953,385 |                      |             |   | 25,912,000 |   |         |   | 495,000 |         |  |   | (40,345,000 | )          |   |   | (13,938,000 | )         
|                             | Net loss               |              |            |                     |             |   |            |  |         |   |         |        |  |   |             | (6,413,000 | ) |   |             | (6,413,000 | )
|                             |                        |              |            |                      |             |   |            |   |         |   |         |         |  |   |             |            |   |   |             |           
|Balances  November 30, 2001 |                        |              | 12,953,385 |                      |             | $ | 25,912,000 |   |         | $ | 495,000 |         |  | $ | (46,758,000 | )          |   | $ | (20,351,000 | )         
|                             |                        |              |            |                      |             |   |            |   |         |   |         |         |  |   |             |            |   |   |             |           

See report of independent certified public accountants and accompanying notes.

20



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##### Table of Contents



Wilshire Technologies, Inc.
Notes to Consolidated Financial Statements

1. Organization and Summary of Significant Accounting Policies

Organization

Wilshire Technologies, Inc. (the Company) operates in one business segment,
which is to develop, manufacture and market engineered polymer products for
industrial and non-industrial cleanroom use. The Company has historically
developed, manufactured and marketed engineered polymer products for industrial
cleanroom use. In 1996, the Company divested its Medical Products and
Transdermal Products divisions and focused primarily on products used in
industrial cleanrooms, such as gloves and contamination control products. From
1996 through 2000, substantially all of the Companys reported historic
revenues have been related to sales of its contamination control products. On
May 19, 2000, the Company completed the sale of certain assets and selected
liabilities of the Companys Wilshire Contamination Control division (the
division) to Foamex Asia Co. LTD. (See Note 4 to Consolidated Financial
Statements). During the third quarter of fiscal 2000, sales of the Companys
polyurethane glove were ceased and the Company focused upon securing a
strategic partner for the new product development. Effective September 18,
2000, the Company signed a Product Development, Purchase and License Agreement
(the Agreement) with the LYCRA® division of E. I. DuPont de Nemours and
Company (DuPont ). Under the Agreement, DuPont developed and supplied a new
proprietary polyurethane material, which is used by Wilshire to manufacture and
sell a disposable polyurethane glove for industrial and non-industrial
cleanroom applications. The Company, based in Carlsbad, California manufactures
its products at the Tijuana, Mexico facility of its wholly owned subsidiary,
Wilshire International de Mexico S.A. de C.V.

Basis of Presentation

The Company has incurred substantial losses since its inception in 1990, and
has relied on working capital provided by Trilon Dominion (previously Dominion
Capital, Inc.) in the form of both debt and equity to fund its operations.
Management believes, but can provide no assurances, that Trilon Dominion will
continue to support the Company as necessary through the end of fiscal year
2002. (See Note 2)

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. Significant intercompany amounts and
transactions have been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investment instruments with
original maturities, when purchased, of three months or less. The Company, at
times, maintains cash balances at certain financial institutions in excess of
federally insured amounts.

Inventories

Inventories are stated at the lower of first in, first out cost or market.

Revenue Recognition

Sales are recognized when the product is shipped and customer acceptance is
received pursuant to applicable customer contracts or purchase orders.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions about the future that affect the
amounts reported in the financial statements and disclosures made in the
accompanying notes to the financial statements. The actual results could
materially differ from those estimates.

21



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##### Table of Contents



Wilshire Technologies, Inc.
Notes to Consolidated Financial Statements (Continued)

Property and Equipment

Property and equipment are stated at cost and are being depreciated on a
straight-line basis over their estimated useful lives, which range from three
to ten years. Property and equipment under capital leases are amortized over
the life of the asset or the term of the lease, whichever is shorter.

Intangible Assets

The goodwill on the books of the Company was related to the Companys former
Contamination Control Division. Accordingly, all remaining goodwill was written
off the books of the Company in May 2000, in conjunction with the sale of the
Contamination Control Division to Foamex Asia Co. Ltd.

Fair Value of Financial Instruments

The carrying amount of cash, accounts receivable, accounts payable and accrued
expenses are reasonable estimates of their fair value because of the short
maturity of these items. The carrying amounts of these instruments generally
approximate their fair values as of November 30, 2001. The fair value of the
notes issued under the related party credit agreement with Trilon Dominion
cannot be calculated, as, due to their nature, there are no market comparisons
available. See Note 5.

Long-Lived Assets

The Company has adopted the provisions of SFAS 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.
This statement requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset and supplemented by industry knowledge. If such
assets are considered impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceeds the fair value of
the assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell.

Concentration of Credit Risk

Sales to an international distributor accounted for 96% and 9% of total sales
during 2001 and 2000, respectively, as the Company initially targeted its glove
sales to the Japanese semiconductor and diskdrive industries. In fiscal 2002,
the Company plans to expand its customer base across different industries and
geographic locations. The Company reviews a potential customers credit
history before extending credit. The Company establishes an allowance for
doubtful accounts based upon factors surrounding the credit risk of specific
customers, historical trends and other information and such estimates of losses
have been within management expectations. Management does not believe
significant credit risks exist.

Loss Per Share

Net loss per common share in fiscal 2001 and 2000 was computed using the
weighted average number of common shares outstanding during the period which
excludes all common equivalent shares (options and warrants to purchase common
stock totaling 9,841,199) since they are antidilutive.

Stock-Based Compensation

As permitted by Statement of Financial Accounting Standards No. 123, the
Company has elected to follow Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related Interpretations (APB
25), in accounting for its employee stock options. Under APB 25, when the
exercise price of the Companys employee stock options is not less than the
fair value of the underlying stock on the date of grant, no compensation
expense is recognized.

22



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##### Table of Contents



Wilshire Technologies, Inc.
Notes to Consolidated Financial Statements (Continued)

The Company applies the provisions of SFAS 123 in accounting for its
stock-based compensation paid to non-employees. Accordingly, the fair value of
common stock options and warrants issued to non-employees is estimated at the
grant date using the Black-Scholes option pricing model, and that estimated
value is expensed as the services are provided.

Comprehensive Income (Loss)

Effective December 1, 1998, the Company adopted SFAS 130, Reporting
Comprehensive Income. SFAS 130 established new rules for the reporting and
display of comprehensive income (loss) and its components. The Companys
comprehensive loss is the same as its net loss for all periods presented.

Segment Information

Effective December 1, 1998, the Company adopted SFAS 131,Disclosures about
Segments of an Enterprise and Related Information. SFAS 131 establishes
standards for reporting information about operating segments in annual
financial statements and requires disclosure of selected information about
operating segments to stockholders. The statement also establishes standards
for related disclosures about products and services, geographic areas and
customer concentration. Under SFAS 131, operating segments are determined
consistent with the way that management organizes and evaluates financial
information internally for making operating decisions and assessing
performance. The Company believes it operates in one business and operating
segment, which is to develop, manufacture and market engineered polymer
products for industrial and non-industrial cleanroom use.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141 (SFAS 141), Business Combinations,
which eliminates the pooling method of accounting for intangible assets and
goodwill acquired in a business combinations initiated after June 30, 2001. In
addition, SFAS 141 addresses the accounting for intangible assets and goodwill
acquired in a business combination. This portion of SFAS 141 is effective for
business combinations completed after June 30, 2001. The Company does not
expect SFAS 141 will have material impact on its financial position or results
of operations.

In July 2001, The FASB issued Statement of Financial Accounting Standards No.
142 (SFAS 142), Goodwill and Intangible Assets, which revises the accounting
for purchased goodwill and intangible assets. Under SFAS 142, goodwill and
intangible assets with indefinite lives will no longer be amortized and will be
tested for impairment at least annually. SFAS 142 is effective for fiscal
years beginning after December 15, 2001, with earlier adoption permitted. The
Company does not expect SFAS 142 will have a material impact on the Companys
financial position and results of operations.

In August 2001, FASB issued SFAS No. 144, Impairment or Disposal of Long-Lived
Assets, which addresses accounting and financial reporting for the impairment
or disposal of long-lived assets. This standard is effective for the Companys
financial statements beginning December 1, 2002. The Company is currently
evaluating the impact, if any, the implementation of this Statement will have
on the Companys financial position and results of operations.

2. Going Concern

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has a working
capital deficiency of $23,711,000; shareholders deficit of $20,351,000 as of
November 30, 2001, has suffered substantial recurring losses from operations
and is economically dependent on its majority shareholder to finance
operations. These matters, among others, raise substantial doubt about the
Companys ability to continue as a going concern. Continuation of the Company
is dependent on the Companys ability to negotiate additional arrangements with
its majority shareholder, raise additional capital and to achieve
profitability. The consolidated financial statements do not
23Table of ContentsWilshire Technologies, Inc.
Notes to Consolidated Financial Statements (Continued)include any adjustments that might result from the outcome of this uncertainty.
Although management has been successful in obtaining working capital from its
majority shareholder to fund operations to date, there can be no assurance that
the Company will be able to raise additional capital in the future.The Company anticipates continuing substantial negative cash flow from
operating and investing activities through the next twelve months. The Company
has projected its cash flow needs to be approximately $9 million for fiscal
2002. Trilon Dominion, the Companys largest shareholder with over 73% of the
shares outstanding, has acknowledged the Companys cash flow needs and has
indicated its commitment to provide financial support to the Company through
the next twelve months to the extent of such budgeted cash flow requirements.
However given that no written commitment exists, the Company is exposed to the
substantial risk that it will not receive the funds from Trilon Dominion to
fund present and future working capital needs. In the event that such funds are
not received it is unlikely that the Company will be successful in raising
capital from other sources. If adequate funds are not available to finance
current operations, the Company will be unable to execute its business
development efforts and may be unable to continue as a going concern.The Companys continuation as a going concern is dependent upon its ability to
(a) generate sufficient cash flow to fund working capital and investment
activities, (b) to obtain additional outside financing and (c) ultimately
sustain profitability. Managements recent actions in regard to these matters
are as follows:1) During fiscal 2000, the Company sold selected assets and liabilities
totaling $945,000 related to the Companys Wilshire Contamination Control to
Foamex Asia Co. LTD. (the Buyer), an affiliate of Foamex International (FMX:
NASDAQ) for a potential sales price up to $2,500,000. (See Note 4). Payments
of the sale price are due from the Buyer on a quarterly basis based on a fixed
percentage of sales by the Buyer of certain products. Foamex International is
an international developer, manufacturer and supplier of high-quality foam,
including key materials utilized in contamination control environments. Foamex
Asia Co. Ltd., located in Singapore and in Thailand, is currently a major
supplier of specialty foam products to the Asian market.As part of the sale agreement, Foamex Asia Co. Ltd. agreed to invest
$1,000,000 of capital in equipment and machinery which, the Company believes,
will lead to lower manufacturing costs of the Buyer over the term of the
agreement. The Company further believes the transaction was in its best
interests as the likelihood of increased sales due to the lower manufacturing
costs may provide not only a return of the initial investment of $945,000, but
additional payments from the Buyer up to a total of $2,500,000.In accordance with the terms of the sale agreement, a payment in the amount of
$258,000 was received from Foamex Asia Co. Ltd., on November 29, 2001 and
applied against the receivable.In addition to receiving the payment on November 29, 2001, Foamex Asia Co.
Ltd., confirmed an additional unpaid deferred payment balance of over $400,000
which is included in the receivable due on sale of division balance. Under the
terms of the Agreement, this deferred payment is to be paid in full by November
30, 2002.2) In addition to the sale of assets to Foamex Asia Co. Ltd., the Company
entered into an agreement with Foamex to provide, for due consideration,
certain labor, facilities, services, personnel and other items with respect to
Foamexs ongoing operation of the Divisions business. The agreement, which
commenced on May 19, 2000, has been amended to extend through December 31, 2002
and will provide additional funds to offset operating expenses of approximately
$550,000 for fiscal year 2002.3) In September 2000, the Company signed a Product Development, Purchase and
License Agreement (the Agreement) with the LYCRA® division of E. I. DuPont de
Nemours and Company (DuPont ). Under the Agreement, DuPont developed and
began to supply a new proprietary polyurethane material (the Material), which
is used by Wilshire to manufacture and sell a disposable polyurethane glove for
industrial and non-industrial cleanroom applications.The Agreement grants the Company an exclusive two-year license
to manufacture and sell gloves using the new polyurethane material into the
cleanroom, non-medical glove markets of North America, Asia (ex-Japan) and
Japan. The Agreement allows for up to three annual extensions of the
exclusivity period for the24Table of Contents

Wilshire Technologies, Inc.
Notes to Consolidated Financial Statements (Continued)

purchasing rights and for the selling rights into North America and Asia
(ex-Japan) upon the Company meeting certain performance criteria. In order to
maintain the exclusivity of the purchasing and selling rights beyond the
initial two-year period, the Company is required to meet annual revenue
thresholds of $6.9M, $16.3M and $26.5M for the 12-month periods ending June 30,
2003, 2004 and 2005, respectively. If the Company does not meet the stated
minimum revenue requirement, the Company can obtain annual non-exclusive rights
in these markets upon achievement of lesser annual revenue thresholds of
$3.45M, $8.15M and $13.25M for the 12-month periods ending June 30, 2003, 2004
and 2005, respectively. There can be no assurance that the Company will
achieve these revenue levels to satisfy the minimum revenue requirements to
extend its rights to use DuPonts Material, on an exclusive or non-exclusive
basis, for periods beyond the initial two-year period.

The Company began production of the new gloves in the second quarter of 2001
and believes that the new, improved DuraCLEAN® gloves using LYCRA® eglantine
fiber will offer the market a glove with improved cleanliness, durability and
comfort. The glove will also have excellent ESD properties. The glove has the
distinct advantage of being able to be used as a one time disposable product
or, because of its durability, can be relaundered and used multiple times. The
relaunderability benefit is a significant factor as it allows for a reduction
in the cost of the glove and a large reduction in the waste stream of the
customer, which is a growing concern in the market.

Although the new gloves will be premium priced, management believes they will
be cost effective for cleanroom users because the enhanced cleanliness will
reduce contamination and increase yield. Also, because of excellent abrasion
resistance they can be worn longer and changed less frequently than less
expensive gloves.

Because of the inherent cleanliness and the absence of chemical accelerators,
the new DuraCLEAN® with LYCRA® glove has expanded applications outside
traditional cleanroom markets. Some of the fastest growing market-segments for
Wilshire Technologies, Inc. are medical device manufacturing,
telecommunications, biotechnology and highly sensitive laboratories. The
ability to re-launder and re-use the DuraCLEAN® glove has appeal in waste
sensitive markets in Japan.

The Glove will be marketed under the trademark DuraCLEAN® with LYCRA®. DuPont
will be active with the Company in the marketing of the product. The Company
will distribute the product through a variety of channels both in the US and
overseas.

The Company believes that with the potential of a return of $2.5 million on the
sale of its contamination control division to Foamex Asia Co., Ltd., with the
cost-sharing agreements in place to lower operating costs, and with the sales
of its new glove, the Company will position itself to begin generating
sufficient cash flow to fund working capital and investment activities in 2003.
If the Company does attain its sales goals, management believes that it will be
able to raise additional capital, as needed in the future. There can be no
assurances, however, that the Company will be successful in any of the above
mentioned actions or plans on a timely basis, or at all.

3. Financial Statement Information

Inventories consist of the following:

|                  |  |              |         |      |  |   |          |  
|----------------- |  | ------------ | ------- | ---- |  | - | -------- | -
|                  |  | November 30,
|                  |  |             
|                  |  | 2001         |         | 2000
|                  |  |              |         |     
|Raw materials     |  | $            | 40,000  |      |  | $ | 113,000  |  
|Finished goods    |  |              | 30,000  |      |  |   | 5,000    |  
|Inventory reserve |  |              | (32,000 | )    |  |   | (118,000 | )
|                  |  |              |         |      |  |   |          |  
|                  |  | $            | 38,000  |      |  | $ |         |  
|                  |  |              |         |      |  |   |          |  

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##### Table of Contents



Wilshire Technologies, Inc.
Notes to Consolidated Financial Statements (Continued)

Property and equipment consist of the following:

|                                               |  |              |            |      |  |   |            |  
|---------------------------------------------- |  | ------------ | ---------- | ---- |  | - | ---------- | -
|                                               |  | November 30,
|                                               |  |             
|                                               |  | 2001         |            | 2000
|                                               |  |              |            |     
|Machinery and equipment                        |  | $            | 4,303,000  |      |  | $ | 4,202,000  |  
|Furniture and office equipment                 |  |              | 512,000    |      |  |   | 469,000    |  
|Leasehold improvements                         |  |              | 222,000    |      |  |   | 197,000    |  
|Construction in progress                       |  |              | 329,000    |      |  |   | 13,000     |  
|                                               |  |              |            |      |  |   |            |  
|                                               |  |              | 5,366,000  |      |  |   | 4,881,000  |  
|Less accumulated depreciation and amortization |  |              | (2,722,000 | )    |  |   | (2,100,000 | )
|                                               |  |              |            |      |  |   |            |  
|                                               |  | $            | 2,644,000  |      |  | $ | 2,781,000  |  
|                                               |  |              |            |      |  |   |            |  

As of November 30, 2001, the Company had committed to purchase approximately
$238,000 of services and materials for construction in progress.

4. Sale of Wilshire Contamination Control Division

On May 19, 2000, the Company completed the sale of certain assets and selected
liabilities of the Companys Wilshire Contamination Control division (the
division) to Foamex Asia Co. LTD. (the Buyer), an affiliate of Foamex
International (FMX:NASDAQ) for a potential sales price up to $2,500,000 or
more. Substantially all of the historic revenues reported by the Company
related to this division.

Payments are due from the Buyer on a quarterly basis based on a fixed
percentage of sales by the buyer of certain products, as defined in the asset
purchase agreement, subject to certain cash flow provisions.

As no proceeds were due to the Company on the date of closing, the Company
recorded a receivable, in the amount of $945,000, which equated to the net book
value of the net assets sold. The Company has a secured interest in the net
assets sold. All payments of the sales price will be applied against the
receivable, under the cost recovery method, with no recognition of gain until
the receivable is paid in full. The Company believes that the asset recorded is
not impaired.

In accordance with the terms of the sale agreement, a payment in the amount of
$258,000 was received from Foamex Asia Co. Ltd., on November 29, 2001 and
applied against the receivable, reducing the balance of the receivable to
$687,000 as of November 30, 2001.

In addition to the sale of assets, the Buyer and Seller entered into an
agreement where the Company agreed to provide Foamex, for due consideration,
certain labor, facilities, services, personnel and other items with respect to
Foamexs ongoing operation of the Divisions business. The agreement commenced
on May 19, 2000 and has been amended to continue until December 31, 2002.

In addition to making the November 29, 2001
payment, Foamex Asia confirmed an
additional unpaid deferred payment balance of over $400,000 which is included
in the receivable due from sale of division balance. Under the terms of the
Agreement, the deferred payment balance is to be paid in full by November 30,
2002. The Buyer has made all other payments as required by the sale agreement
on a timely basis, and has represented both verbally and in writing to the
Company that it has the financial ability to meet its payment obligations.
Management has not received any financial information with which to evaluate
the Buyers ability to pay the receivable, as the Buyer is not obligated to
provide the financial statements. As such, while uncertainty exists as to the
collectibility of the receivable, management has no reason to believe that the
receivable will not be collected on a timely basis.

5. Demand Notes

On March 31, 1998, the Company and Trilon Dominion completed an Amended and
Restated Credit Agreement and Revolving Line of Credit (the Amended
Agreement), secured by the Companys assets.

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##### Table of Contents



Wilshire Technologies, Inc.
Notes to Consolidated Financial Statements (Continued)

The Agreement term has been extended by a number of amendments to January 31,
2003. Through fiscal 1999, the Company issued $11,935,000 of demand notes
bearing interest at rates of 11.5% and prime plus 3%, respectively.

In fiscal 2000, the Company issued demand notes totaling $2,813,000 under the
line of credit agreement. The notes issued in fiscal 2000 bear interest at a
rate of prime plus 3%.

In fiscal 2001, the Company issued additional demand notes totaling $3,956,000
at a rate of prime plus 3% (8.0% at November 30, 2001). All of the notes are
due on demand.

The Company has used its current credit facilities and anticipates continuing
negative cash flow from operating and investing activities through fiscal 2002.
The Company has projected its cash flow needs to be approximately $9 Million
for the year ending November 2002. Trilon Dominion has acknowledged the
Companys cash flow needs and has indicated its commitment to provide financial
support to the Company through fiscal year 2002 to the extent of such budgeted
cash flow requirements. However, given that no written commitment exists, the
Company is exposed to the substantial risk that it will not receive the funds
from Trilon Dominion to fund present and future working capital needs.

6. Income Taxes

At November 30, 2001, the Company had federal net operating loss carryforwards
of approximately $43,767,000, which will begin to expire in 2006 unless
previously utilized. In addition, the Company had California net operating
loss carryforwards of approximately $11,191,000, which began to expire in 2001.
The Company also has federal tax credit carryforwards of approximately
$83,000, which will begin to expire in 2009, unless previously utilized.

As a result of ownership changes that occurred in February, 1993 from a private
placement of common stock and in January 1996 from the exchange of common stock
for the outstanding debt and accrued interest, a portion of the Companys
federal net operating loss carryforwards are subject to an annual limitation
regarding utilization against taxable income in future periods. The Company
estimates that approximately $6,800,000 of its federal net operating loss carry
forward will be unavailable for future tax benefit. Accordingly, the federal
tax net operating loss carry forward has been reduced for the purposes of
calculating the deferred tax asset.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts for income tax purposes. Due to the uncertainty
surrounding future realization of favorable tax attributes, a valuation
allowance was recorded against deferred tax assets. Significant components of
the Companys deferred tax assets and liabilities for federal and state income
taxes are as follows:

|                                        |  |                         |             |      |  |   |             |  
|--------------------------------------- |  | ----------------------- | ----------- | ---- |  | - | ----------- | -
|                                        |  | Years Ended November 30
|                                        |  |                        
|                                        |  | 2001                    |             | 2000
|                                        |  |                         |             |     
|Deferred tax assets:                    |  |                         |             |      |  |   |             |  
|Warrants                                |  | $                       | 110,000     |      |  | $ | 110,000     |  
|Accrued liabilities                     |  |                         | 24,000      |      |  |   | 31,000      |  
|Inventory reserves                      |  |                         | 13,000      |      |  |   | 47,000      |  
|Other                                   |  |                         | 223,000     |      |  |   | 212,000     |  
|Net operating loss carryforwards        |  |                         | 13,558,000  |      |  |   | 12,123,000  |  
|                                        |  |                         |             |      |  |   |             |  
|Total deferred assets                   |  |                         | 13,928,000  |      |  |   | 12,523,000  |  
|Valuation allowance for deferred assets |  |                         | (13,508,000 | )    |  |   | (12,286,000 | )
|                                        |  |                         |             |      |  |   |             |  
|Net deferred tax assets                 |  |                         | 420,000     |      |  |   | 237,000     |  
|Deferred tax liabilities:               |  |                         |             |      |  |   |             |  
|Depreciation and amortization           |  |                         | (420,000    | )    |  |   | (237,000    | )
|                                        |  |                         |             |      |  |   |             |  
|Net deferred tax asset (liability)      |  | $                       |            |      |  | $ |            |  
|                                        |  |                         |             |      |  |   |             |  

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##### Table of Contents



Wilshire Technologies, Inc.
Notes to Consolidated Financial Statements (Continued)

7. Commitments and Contingencies

Breast Implant Litigation

The Company and its predecessor Company, Wilshire Foam, have been named as
defendants in thousands of bodily injury lawsuits involving breast implants
pending in Alabama, Arizona, California, Colorado, Connecticut, District of
Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Kansas, Louisiana,
Massachusetts, Michigan, Mississippi, Missouri, Nevada, New Jersey, New Mexico,
New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina,
Tennessee, Texas, Utah and Washington, and in a federal multi-district
litigation (MDL) venued in Birmingham, Alabama. These suits seek compensatory
and punitive damages under a variety of legal theories. The allegations against
Wilshire Foam concern the use by some implant manufacturers of polyurethane
products purportedly supplied by Wilshire Foam which were apparently
incorporated into the implants and placed in the plaintiffs bodies.
Plaintiffs allege that they have suffered adverse effects of having
polyurethane in their bodies, in addition to the alleged adverse effects of
silicone and other components of the implants.

The Company believes it has several layers of protection from exposure in these
cases. First, as described in greater detail below, the Company and Wilshire
Foam carried insurance. Second, also discussed below, recent developments in
the MDL and in related negotiations have resulted in the probable resolution of
most of the pending and possible future claims against the Company. Third,
there are a great number of co-defendants, some of which are large corporations
with significant resources, that may be required to contribute to any award or
indemnify the Company. Fourth, the Company has asserted a number of legal
defenses in the lawsuits as described below. Fifth, these claims relate to
products sold prior to the acquisition of Wilshire Foam, in which product
liabilities were expressly not assumed and the Company was indemnified by the
shareholders of Wilshire Foam. In many, if not most of the cases, the Company
believes it did not sell any product to the implant manufacturers in question
during the relevant time period. The Company has been dismissed by over 3,000
plaintiffs because it was shown that a Wilshire Foam product was not involved
nor connected to a related resolution of the case. Furthermore, the Company has
not been served with any suit papers in the last two years, and was served only
two new cases in the two years prior to that.

Management believes the Company is adequately covered by insurance for these
suits under one or more commercial general liability (CGL) and excess
liability insurance policies. Between 1974 and 1980, Firemans Fund Insurance
Company provided the CGL coverage; from 1980 through 1987, affiliates of the
Chubb Group provided both CGL and excess coverage. The CGL policies for
1987-1992 were underwritten by Allstate Insurance Company affiliates; excess
coverage for those years has been provided by Firemans Fund. While Wilshire
Foams greatest number of relevant sales appear to have taken place during the
early to mid-1980s, there appears to be over $100 million in combined
potential insurance coverage for the Company and/or Wilshire Foam during and
after that time period. To date, all of the claims have been tendered to the
insurance carriers, who have accepted defense of the litigation, subject to
customary reservations of rights. No assurance can be given that any future
lawsuits will be accepted by carriers. The cost of defense of the suits is
generally not applied toward the policy limits. The Company and its insurers
are exploring additional excess coverage, which appears to have been in place
during the 1970s until 1980.

Many of the lawsuits have been dormant for several years, and therefore all of
the facts and circumstances surrounding the various allegations have yet to be
determined. Consequently, it is difficult to predict the ultimate outcome and
extent of the Companys involvement. Nevertheless, the Company presently
believes that numerous legal defenses to potential liability exist, including,
but not limited to, the absence of causation, lack of identification, fault of
others, absence of defect, superseding cause, the component manufacturer
defense, statutes of limitations, the absence of successor liability, learned
intermediary, contribution and indemnity, and has in fact included these
defenses in its answers to the lawsuits. As with any litigation, there is a
risk of adverse judgments against the Company. The Company is actively
cooperating with its insurers and counsel in the defense of these lawsuits.

Previously, a number of defendants, including the Company, entered into a
global settlement agreement (Global Settlement) in the MDL. Under the terms
of the Global Settlement, the Company would be required

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##### Table of Contents



Wilshire Technologies, Inc.
Notes to Consolidated Financial Statements (Continued)

to contribute $8 million to the global settlement fund, which the Companys
insurers have agreed to pay. The judge presiding over the MDL approved the
Global Settlement and found it to be fair; however, in September of 1995 that
judge announced that the Global Settlement is under funded, in part due to an
unexpected number of registrants and other reasons. The Company understands
that efforts to resurrect or replace the Global Settlement are ongoing but that
the Global Settlement may not become effective. The Company is expected to be
a released party in the current draft of the replacement for the Global
Settlement without any additional funding requirements from the Company or its
insurers.

Separately, the Company has reached agreement with Medical Engineering
Corporation and Bristol-Myers Squibb (MEC), whereby, in essence, MEC has
agreed to indemnify the Company in all cases where a plaintiff, whose implant
is within MECs chain of distribution, opts out of the Global Settlement. The
MEC indemnification also covers Wilshire for plaintiffs who opted into the
Global Settlement in the event that the Global Settlement does not become
effective, so that the Company remains protected in most cases even if the
Global Settlement cannot be resurrected. The Companys insurers have funded
the initial amount the Company agreed to pay to MEC in consideration of MECs
providing such indemnification, and have agreed to pay the balance which would
become due to MEC if the Global Settlement does not become effective. These
funding payments reduced the limits of coverage under various CGL policies, but
none of these payments or funding commitments exhausted or are expected to
exhaust any of the policies limits or reached any excess policy.

The Company believes that the indemnification by MEC, with or without the
Global Settlement, would eliminate the great majority of implant-related cases
pending against the Company. However, even if the Global Settlement is finally
approved, cases may remain pending against the Company involving plaintiffs who
opt out of the Global Settlement and whose implants are outside of the MEC
chain of distribution and hence not covered by the MEC indemnification.
Accordingly there is uncertainty as to the amount the Company will be expected
to pay, if any, once the insurance and indemnification sources have been
exhausted. At this time no accrual has been provided in the accompanying
consolidated financial statements with respect to this matter.

Litigation

In the ordinary course of business, the Company is involved in various claims
and legal matters. The Companys management does not believe that these
matters will have a material adverse effect on the Companys consolidated
financial statements.

Contingent Liabilities Related to the Sale of the General Foam Division

The Company remains contingently liable for certain deferred compensation due
through 2025 aggregating $1,280,000 in connection with the sale of the general
foam division to Advanced Materials effective on November 30, 1992.

Lease Commitments

The following is a schedule of the future minimum rental payments, net of
future sublease rental income, required under operating leases which have
remaining non cancelable lease terms in excess of one year at November 30,
2001:

|              |                              |   |         |          |  
|------------- | ---------------------------- | - | ------- | -------- | -
|Rent Payments |                              |   |         |         
|2002          |                              | $ | 382,000 |         
|2003          |                              |   |        |         
|2004          |                              |   |        |         
|              |                              |   |         |         
|              | Total Rent Payments          |   | $       | 382,000  |  
|              | Less: Sublease rental income |   |         | (102,000 | )
|              |                              |   |         |         
|              | Total minimum payments, net  |   | $       | 280,000  |  
|              |                              |   |         |         

29



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##### Table of Contents



Wilshire Technologies, Inc.
Notes to Consolidated Financial Statements (Continued)

Rent expense was $360,000 and $350,000 for the years ended November 30, 2001
and 2000, respectively. During 2001 and 2000, the Company received $146,000
and $110,000 of sublease rental income, respectively.

Employment Agreements

The Company has employment agreements with certain of the companys officers
which provide for minimum salary levels and severance benefits upon
termination.

8. Shareholders Equity (Net Capital Deficiency)

Preferred Stock

On December 3, 1992, 2,000,000 shares of undesignated Preferred Stock were
authorized. The Board of Directors is authorized to provide for the issuance
of the undesignated Preferred Stock in one or more series, to establish from
time to time the number of shares to be included in each series, to fix or
alter the rights, preferences and privileges of the shares of each wholly
unissued series and any restrictions thereon, and to increase or decrease the
number of shares of any series.

Common Stock Warrants

On May 16, 1995, a Settlement Agreement was approved by the United States
District Court for the Southern District of California between the Company and
members of the Settlement Class in an Amended Consolidated Class Action
Complaint against the Company. Under the Settlement Agreement, the Company
issued warrants for 2,750,000 shares of common stock to the Settlement Class at
an exercise price of $2.33 per share subject to adjustment to protect against
dilution. The Company valued the warrants at $0.10 per underlying common share
and recorded a charge to earnings of $275,000 in fiscal 1994. The Settlement
Warrants are exercisable between November 28, 1999 and November 28, 2002, but
only after the Companys common stock underlying the Settlement Warrants has
been registered under the Securities Act of 1933. The Company is obliged to
register the underlying shares of common stock at the later of (i) the second
anniversary of the date of issuance of the warrants or (ii) as soon as
commercially reasonable after the date when the average closing price of the
Companys common stock over fifteen consecutive trading days is more than the
revised warrant exercise price as discussed below.

In January 1996, 8,441,430 shares of the Companys Common Stock were issued to
Trilon Dominion Partners, L.L.C., (Trilon) the Companys majority
shareholder, in settlement for debt and interest outstanding. At that date, the
warrant exercise price under the Settlement Agreement was not yet finally
determined, the settlement warrant agreement was not signed, and the warrants
did not exist. Upon the execution of the warrant agreement, the settlement
warrant price and the number of shares issuable on exercise of the settlement
warrants should have been adjusted and certified under the terms of the
Settlement Agreement, however, such adjustment and certification were not
performed by the Company. Since January 1996, the Company has issued stock, has
issued warrants in connection with its debt agreements and has issued stock
options to employees (under the two Company Stock option plans), vendors and
consultants. Effective November 30, 2000, the Company performed a cumulative
calculation of the impact of the equity transactions since January 1996 and has
determined that the revised exercise price of each settlement warrant as of
that date was $1.39 and the total number of shares issuable under the
settlement warrants equaled 4,613,658 at the same date. In consideration of the
restrictions on exercise of such warrants, a charge to earnings was not
recorded for the year ended November 30, 2000 to reflect the modification as
the value of the warrants is deemed to be de minimus.

On January 5, 1996, the Company and Trilon Dominion entered into a Credit
Agreement (the Agreement) for a credit line of $1,000,000 secured by the
Companys assets. Under the terms of the Agreement, the principal was due on
June 30, 1996 and the interest was payable monthly at a rate of prime plus
3.75%. In connection with the loan, the Company issued Trilon Dominion a
five-year warrant that entitles Trilon Dominion to purchase 100,000 shares of
the Companys authorized but unissued common stock at an exercise price of
30Table of Contents

Wilshire Technologies, Inc.
Notes to Consolidated Financial Statements (Continued)

$0.75 per share, subject to adjustment to protect against dilution. The warrant
is exercisable immediately and expired on January 5, 2001. Also, under the
terms of the Agreement, the Company issued Trilon Dominion a second five-year
warrant, which became exercisable when the Company and Trilon Dominion amended
the Agreement to extend the termination date of the Agreement to December 31,
1996. The second warrant entitles Trilon Dominion to purchase 25,000 shares of
the Companys authorized but unissued common stock at an exercise price of
$1.75 per share, and it expired on January 5, 2001. Both warrants expired
unexercised.

The Agreement was amended further on September 30, 1996, April 15, 1997, and
September 19, 1997. Each amendment increased the credit line by $1,000,000, up
to a total of $4,000,000 and extended the termination date to June 30, 1998.
Trilon Dominion received a warrant to purchase 100,000 shares at the market
price with each credit line increase, and a warrant to purchase 25,000 shares
at the market price with each termination date extension. Warrants for 225,000
shares were issued in each of fiscal years 1996 and 1997. The Company recorded
the estimated fair value of the warrants issued to Trilon Dominion in fiscal
year 1997 at $0.07 per underlying common share and recorded a corresponding
charge to interest expense of $16,000 in fiscal 1997.

On September 18, 1997, the Company completed a Development and Supply Agreement
for glove polymer with PTG Medical LLC, an affiliate of Polymer Technology
Group, Inc. Under that Agreement, the Company issued a five-year warrant for
100,000 shares of common stock at an exercise price of $1.09, which was $0.25
above the average market price for the five days prior to the date of the
Agreement.

On November 25, 1997, the Company completed a Lease Agreement for a
manufacturing facility in Tijuana, Mexico with Mr. Rafael Mizrachi. Under that
Agreement, the Company issued a five-year warrant for 50,000 shares of common
stock at an exercise price of $0.60, which was the market price on the date of
the Agreement.

The Company recorded the estimated fair value of the warrants issued to PTG
Medical LLC and Mr. Rafael Mizrachi in fiscal year 1997 at $0.07 per underlying
common share and recorded a corresponding charge to earnings of $10,000 in
fiscal 1997.

On December 31, 1997 and on June 30, 1998 warrants issued to Trilon Dominion,
each to purchase 25,000 shares, with a life of five and four and a quarter
years, respectively, became exercisable at the respective exercise prices of
$0.47 and $0.34 per share. The Company recorded the estimated fair value of
these warrants in fiscal year 1998 at $0.07 per underlying common share and
recorded a corresponding charge to interest expense of $3,500 in fiscal year
1998.

On March 31, 1998, the Company and Trilon Dominion completed an Amended and
Restated Credit Agreement and Revolving Line of Credit (the Amended
Agreement) which included the principal of $4,000,000 from the previous
Agreement and Amendments, the principal of $750,000 from the three Demand
Notes, the accrued interest and management fees of $543,297 on the Agreement
and Notes, and a new credit line commitment of $2,200,000. Under the terms of
the Amended Agreement, the principal of $7,493,297 was due on December 31,
1998, and the interest was payable quarterly at an annual rate of 11.5%. In
connection with the Amended Agreement, the Company paid Trilon $100,000 for
debt issuance costs and issued Trilon Dominion a five-year warrant that
entitles Trilon Dominion to purchase 650,000 shares of the Companys authorized
but unissued common stock at an exercise price of $0.41 per share, subject to
adjustment to protect against dilution. The warrant is exercisable immediately
and expires on March 31, 2003. The Company recorded the estimated fair value
of the warrant to purchase 650,000 shares as a debt issuance cost in the second
quarter of fiscal year 1998 at $0.07 per underlying common share. Also, under
the terms of the Amended Agreement, the Company issued Trilon Dominion a second
five-year warrant which became exercisable on December 31, 1998 when the
Company and Trilon Dominion agreed to extend the termination date of the
Amended Agreement from December 31, 1998 to January 31, 2000. The second
warrant entitles Trilon Dominion to purchase 250,000 shares of the Companys
authorized but unissued common stock at an exercise price of $0.42 per
underlying common share and expires on March 31, 2003. On December 31, 1999,
the Company and Trilon Dominion agreed to extend the due date of the principal
and interest from January 31,
31Table of Contents

Wilshire Technologies, Inc.
Notes to Consolidated Financial Statements (Continued)

2000 to June 30, 2000. On January 17, 2001, the due date was extended to
January 31, 2002 and on January 15, 2002, the due date was further amended to
January 31, 2003.

The warrants issued to Trilon Dominion contain an anti-dilutive provision which
requires an adjustment in exercise price and number of shares issuable on
exercise of the Trilon Dominion warrants following the issuance of stock,
options, warrants and/or stock rights at an exercise price which is less than
the exercise price of the Trilon Dominion warrants excluding issuance to
employees. Certain of the Trilon Dominion warrants had exercise prices greater
than the $0.50 exercise price for the DuPont stock option. Accordingly, the
number of shares issuable on exercise of the Trilon Dominion warrants has been
increased by 36,893 and the additional warrants have an average adjusted
exercise price of $0.972 per share. The fair value of the additional warrants
was calculated at $2,000, which was recorded as a charge to earnings in 2000.
The fair value for these additional warrants was estimated at the date of grant
using the Black Scholes method for option pricing with the following
assumptions: a risk free interest rate of 6.04%, a dividend yield of 0%,
average life of the warrants of 4.7 years and expected volatility between 50 to
60%. These additional options were cancelled on December 17, 2001 in
conjunction with the cancellation of the DuPont Stock Option. (See Note 12).

A summary of warrant activity is as follows:

|                                 |          |  |             |           |           |   |               |      |          |  |      |      | 
|-------------------------------- | -------- |  | ----------- | --------- | --------- | - | ------------- | ---- | -------- |  | ---- | ---- | 
|                                 |          |  |             |           |           |   | Weighted      |      |          |  |     
|                                 |          |  |             |           |           |   | Average       |      | Weighted
|                                 |          |  |             |           |           |   | Exercise      |      | Average 
|                                 |          |  | Number      |           | Price Per |   | Remaining    
|                                 |          |  | of Warrants |           | Warrant   |   | Life In Years
|                                 |          |  |             |           |           |   |              
|Outstanding at November 30, 1999 |          |  | 4,300,000   |           |           | $ | 1.11          |      |          |  | 1.99 |     
|                                 | Granted  |  |             | 1,900,551 |           |   |               | 1.36 |          |  |      | 1.98 | 
|                                 | Canceled |  |             |          |           |   |               |     |          |  |      |     | 
|                                 |          |  |             |           |           |   |               |      |          |  |      |     
|Outstanding at November 30, 2000 |          |  | 6,200,551   |           |           |   | 1.19          |      |          |  | 1.99 |     
|                                 | Granted  |  |             |          |           |   |               |     |          |  |      |     | 
|                                 | Canceled |  |             | (276,352  | )         |   |               | 1.08 |          |  |      |     | 
|                                 |          |  |             |           |           |   |               |      |          |  |      |     
|Outstanding at November 30, 2001 |          |  | 5,924,199   |           |           | $ | 1.20          |      |          |  | 1.01 |     
|                                 |          |  |             |           |           |   |               |      |          |  |      |     

Stock Options

On April 27, 1992, the Companys Board of Directors approved a stock option
plan for 150,000 options (the 1992 Plan) and on December 1, 1993, approved a
second stock option plan for 250,000 options (the 1993 Plan). On December 6,
1994, the Board of Directors approved a third stock option plan (the 1995
Plan) for options on 500,000 shares, which was subsequently amended by the
Shareholders on May 25, 2001 to increase the number of shares that may be
issued under such plan to 2,250,000 shares. As of November 30, 2001, the
following options were outstanding under each respective Stock Option Plan:
none under the 1992 Plan, 122,000 under the 1993 Plan, and 1,740,000 under the
1995 Plan. In addition, there were 2,080,000 options outstanding, which were
not issued under any of the above-mentioned Plans.

Under the Plans, the Company may grant incentive stock options (ISOs), as
defined under the Internal Revenue Code or nonqualified stock options (NQOs).
Options may be granted at not less than 100% of the fair market value on the
date of grant for ISOs. The option period cannot exceed 10 years from the date
an option is granted or five years in the case in which an option is granted to
a 10% shareholder of both classes of stock at the time the option is granted.
Generally, if an optionees employment is terminated, all unvested options
granted to such employee under the Plans shall terminate and may no longer be
exercised.

Effective September 18, 2000, the Company signed a Product Development,
Purchase and License Agreement (the Agreement) with the LYCRA® division of E.
I. DuPont de Nemours and Company (DuPont). As partial consideration, the
Company granted a stock option to Dupont to purchase up to 2,000,000 shares of
its common stock at an exercise price of $.50 a share. The right to exercise
the option
32Table of ContentsWilshire Technologies, Inc.
Notes to Consolidated Financial Statements (Continued)was due to terminate on December 31, 2003. If the option is exercised at an
amount less than all the underlying shares, it expires as to the remaining
shares. The fair value of the option granted was $106,000, which was recorded
as a charge to earnings in 2000. The fair value for these options was estimated
at the date of grant using the Black Scholes method for option pricing with the
following assumptions: a risk free interest rate of 6.04%, a dividend yield of
0%, a life of the option of 2.3 years and expected volatility between 50 to 60
percent. Effective December 17, 2001, this option was cancelled. (See Note
12).During the year ended November 30, 2000, 515,000 options were granted to
employees and directors of the Company. The options vest between one and three
years and have exercise terms of between five and ten years. Exercise prices
of such options range between $0.50 and $0.10.During the year ended November 30, 2001, 286,500 options were granted to
employees and directors of the Company. The options vest between one and three
years and have exercise terms of between five and ten years. Exercise prices
of such options range between $0.10 and $0.22.A summary of stock option activity is as follows:

|                                 |          |  |           |           |                |   |          |      | 
|-------------------------------- | -------- |  | --------- | --------- | -------------- | - | -------- | ---- | 
|                                 |          |  |           |           |                |   | Weighted
|                                 |          |  |           |           |                |   | Average 
|                                 |          |  | Number    |           | Exercise Price
|                                 |          |  | of Shares |           | Per Share     
|                                 |          |  |           |           |               
|Outstanding at November 30, 1999 |          |  | 1,815,000 |           |                | $ | 0.76     |     
|                                 | Granted  |  |           | 2,515,000 |                |   |          | 0.44 | 
|                                 | Canceled |  |           | (379,500  | )              |   |          | 0.58 | 
|                                 |          |  |           |           |                |   |          |     
|Outstanding at November 30, 2000 |          |  | 3,950,500 |           |                |   | 0.57     |     
|                                 | Granted  |  |           | 286,500   |                |   |          | 0.15 | 
|                                 | Canceled |  |           | (320,000  | )              |   |          | 0.30 | 
|                                 |          |  |           |           |                |   |          |     
|Outstanding at November 30, 2001 |          |  | 3,917,000 |           |                | $ | 0.56     |     
|                                 |          |  |           |           |                |   |          |     

As of November 30, 2001, 663,000 shares are available for future grant under
the Stock Option Plans.

Following is a further breakdown of the options outstanding as of November 30,
2001:

|         |            |             |  |               |           |          |  |             |      |          |   |      |      |          |  |           |           |  |   |          |      | 
|-------- | ---------- | ----------- |  | ------------- | --------- | -------- |  | ----------- | ---- | -------- | - | ---- | ---- | -------- |  | --------- | --------- |  | - | -------- | ---- | 
|         |            |             |  |               |           |          |  |             |      |          |   |      |      |          |  |           |           |  |   | Weighted
|         |            |             |  |               |           |          |  | Weighted    |      | Weighted |   |      |      |          |  | Average  
|Range of |            |             |  |               |           | Average  |  | Average     |      |          |   |      |      | Exercise
|Exercise |            | Options     |  | Remaining     |           | Exercise |  | Options     |      | Price of
|Prices   |            | Outstanding |  | Life In Years |           | Price    |  | Exercisable |      | Options 
|         |            |             |  |               |           |          |  |             |      |         
|         |            | $0.10       |  |               | 200,000   |          |  |             | 9.33 |          |   | $    | 0.10 |          |  |           | 100,000   |  |   | $        | 0.10 | 
|         |            | 0.14        |  |               | 8,000     |          |  |             | 4.58 |          |   |      | 0.14 |          |  |           |          |  |   |          | 0.14 | 
|         |            | 0.17        |  |               | 50,000    |          |  |             | 9.55 |          |   |      | 0.17 |          |  |           | 16,667    |  |   |          | 0.17 | 
|         |            | 0.19        |  |               | 300,000   |          |  |             | 6.50 |          |   |      | 0.19 |          |  |           | 233,333   |  |   |          | 0.19 | 
|         |            | 0.22        |  |               | 78,500    |          |  |             | 9.82 |          |   |      | 0.22 |          |  |           | 29,500    |  |   |          | 0.22 | 
|         |            | 0.30        |  |               | 137,500   |          |  |             | 6.34 |          |   |      | 0.30 |          |  |           | 137,500   |  |   |          | 0.30 | 
|         |            | 0.34        |  |               | 8,000     |          |  |             | 1.58 |          |   |      | 0.34 |          |  |           | 8,000     |  |   |          | 0.34 | 
|         |            | 0.38        |  |               | 25,000    |          |  |             | 8.79 |          |   |      | 0.38 |          |  |           | 16,667    |  |   |          | 0.38 | 
|         |            | 0.39        |  |               | 50,000    |          |  |             | 7.20 |          |   |      | 0.39 |          |  |           | 50,000    |  |   |          | 0.39 | 
|         |            | 0.48        |  |               | 60,000    |          |  |             | 6.44 |          |   |      | 0.48 |          |  |           | 60,000    |  |   |          | 0.48 | 
|         |            | 0.50        |  |               | 2,565,000 |          |  |             | 3.13 |          |   |      | 0.50 |          |  |           | 2,428,333 |  |   |          | 0.50 | 
|         |            | 0.63        |  |               | 240,000   |          |  |             | 4.29 |          |   |      | 0.63 |          |  |           | 240,000   |  |   |          | 0.63 | 
|         |            | 0.75        |  |               | 94,000    |          |  |             | 3.73 |          |   |      | 0.75 |          |  |           | 94,000    |  |   |          | 0.75 | 
|         |            | 0.84        |  |               | 6,000     |          |  |             | 0.58 |          |   |      | 0.84 |          |  |           | 6,000     |  |   |          | 0.84 | 
|         |            | 0.88        |  |               | 15,000    |          |  |             | 3.92 |          |   |      | 0.88 |          |  |           | 15,000    |  |   |          | 0.88 | 
|         |            | 6.00        |  |               | 80,000    |          |  |             | 0.75 |          |   |      | 6.00 |          |  |           | 80,000    |  |   |          | 6.00 | 
|         |            |             |  |               |           |          |  |             |      |          |   |      |      |          |  |           |           |  |   |         
|         | $0.10-6.00 |             |  | 3,917,000     |           |          |  | 4.23        |      |          | $ | 0.56 |      |          |  | 3,515,000 |           |  | $ | 0.60     |     
|         |            |             |  |               |           |          |  |             |      |          |   |      |      |          |  |           |           |  |   |         

33



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##### Table of Contents



Adjusted proforma information regarding net loss is required by SFAS 123 and
has been determined as if the Company had accounted for its employee stock
options under the fair value method of SFAS 123. The fair value for these
options was estimated at the date of grant using the Black Scholes method for
option pricing with the following assumptions for 2001: a risk free interest
rate ranging from 2.20% to 4.51%, a dividend yield of 0%, a weighted-average
expected life of the option of one to three years and expected volatility of 60
percent. The assumptions for computing the 2000 adjusted pro-forma information
were: a risk free interest rate of 6.04%, a dividend yield of 0%, a weighted
average expected life of the option of three years and expected volatility
ranging from 50 to 60 percent.

For purposes of adjusted proforma disclosures, the estimated fair value of the
options is amortized to expense over the vesting period. The Companys
adjusted proforma information is as follows:

|                                     |  |                          |            |      |  |   |            |  
|------------------------------------ |  | ------------------------ | ---------- | ---- |  | - | ---------- | -
|                                     |  | Years Ended November 30,
|                                     |  |                         
|                                     |  | 2001                     |            | 2000
|                                     |  |                          |            |     
|Adjusted proforma net loss           |  | $                        | (6,481,470 | )    |  | $ | (5,664,851 | )
|Adjusted proforma net loss per share |  | $                        | (0.50      | )    |  | $ | (0.44      | )

The weighted average fair value of options granted during 2001 and 2000 was
$0.15 and $0.44, respectively.

At November 30, 2001, 9,866,199 shares were reserved for the issuance of
options and warrants.

9. Related Party Transactions

On November 30, 2001, the Company had short-term debt outstanding to Trilon
Dominion of $18,704,000 plus accrued interest of $5,164,000 (see Note 5). In
addition, Trilon Dominion owned 9,416,430 shares, or 73%, of the Companys
common stock and warrants entitling it to purchase an additional 1,436,893
shares (subject to adjustments for dilution). Mr. Ronald Cantwell, who is
President of Trilon Dominion, has been a director and Chairman of the Board of
the Company since December 6, 1996.

10. Employee 401(k) Plan

The Company has a 401(K) plan known as the Wilshire Technologies Retirement
Savings Plan (The Plan). The Plan is available to all regular employees on
the Companys U.S. payroll and provides employees with tax deferred salary
deductions and alternate investment options. Employees may contribute up to 15%
of their salary, subject to certain limitations.

11. Supplemental Information to Statement of Cash Flows

Cash paid for interest during 2001 and 2000 totaled $1,000 and $ 1,000,
respectively. As further discussed in Note 4, the Company sold the net assets
of the Wilshire Contamination Control Division in exchange for a receivable of
$945,000 in May 2000.

12. Subsequent Events

On December 17, 2001, the Company signed Stock Option Agreements with Trilon
Dominion Partners, L.L.C. (Trilon) and E.I. DuPont de Nemours (DuPont),
respectively.

Under the Trilon agreement, the Company has issued to Trilon (the Companys
largest shareholder owning over 73% of the Companys outstanding shares),
8,011,039 shares of the Companys unissued authorized stock in cancellation of
$1,291,000 of indebtedness and accrued interest. The option agreement further

34



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##### Table of Contents



Wilshire Technologies, Inc.
Notes to Consolidated Financial Statements (Continued)

reserves an initial 16,445,900 shares of stock (subject to further adjustments)
at a price of $.14 per share, for further sale to Trilon. The
Agreement contains certain covenants regarding corporate events which
restrict the Company, without the prior written consent of Trilon,
from a) issuing any shares of its Preferred Stock,
(b) issuing any shares of its Common Stock except pursuant to
warrants or options outstanding on the date hereof, (c) paying
any dividend payable in stock (of any class or classes) or in any
obligations or stock convertible into or exchangeable for shares of
Common Stock, upon its Common Stock or make any distribution (other
than ordinary cash dividends) to holders of its Common Stock,
(d) granting to holders of its Common Stock generally any rights
or option, (e) effecting any capital reorganization or
reclassification of capital stock of the Company,
(f) consolidating with, or merging into, any other corporation
or to transfer its property as an entirety or substantially as an
entirety, or (g) effecting the liquidation, dissolution or
winding up of the Company. These covenants remain in effect until
the option and the additional option have been exercised or expired.
In connection with any consent of Trilon to the foregoing, Trilon may
require adjustments to the exercise price in order to protect its
purchase rights with respect to the option. Trilon may exercise
the option at any time before 2003.

The fair value of the option granted has been estimated to $375,000, which will
be recorded as a charge to earnings in 2002. The fair value for these options
was estimated at the date of grant using the Black Scholes method for option
pricing with the following assumptions: a risk free interest rate of 2.17%, a
dividend yield of 0%, a life of the option of 1 year and expected volatility of
60 percent.

In concurrence with the Trilon Stock Option Agreement, the Company also entered
into an agreement with DuPont whereby DuPont surrendered its option to purchase
2 million shares of the Companys common stock or the
proceeds at $.50 per share in return for
an option with an exercise price of $1 million. Upon exercise of the option,
DuPont would receive 10% of the proceeds (as defined in the option) from (i) any voluntary or
involuntary liquidation, dissolution or winding up of the Company (ii) the sale
of substantially all of the Companys assets by the Company or (iii) the
acquisition of the Company by another entity, not affiliated with Trilon
Dominion, by means of a merger or other form of corporate reorganization in
which the outstanding shares of the Company are exchanged for securities or
other consideration issued by or on behalf of the acquiring corporation
(collectively a Liquidation).

In the event of a Liquidation before December 31, 2004, the option becomes
exercisable on the day the Liquidation occurs. If there has been no
Liquidation before December 31, 2004, the option becomes exercisable on
December 30, 2004 and, if not exercised, expires at the close of business on
that day. The Company, may in its sole discretion, extend the December 31,
2004 date on at least 15 calendar days prior written notice to DuPont.

The option will be accounted for as a value appreciation right with a liability
recorded for an incremental increase in value if any.

The execution of the Trilon Agreement and the DuPont Agreement will cause
certain anti-dilution adjustments under the 1997 Litigation Warrant Agreement
between the Company and members of the Settlement Class in the 1994 Amended
Consolidated Class Action Complaint against the Company. (See Note 8) The
Company is obligated to give written notice of the adjustments to exercise
price and number of shares issuable to the Warrant holders.




Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.

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##### Table of Contents






PART III




Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.

The Company bylaws provide for a variable number of
Directors of not fewer than 4 or more than 7. Presently, the exact
number of Directors is fixed at five, with one vacancy on the board.

Directors:

Ronald W. Cantwell(age 58) has been a Director and Chairman of the Board of
the Company since December 6, 1996, and has served as President of Trilon
Dominion Partners, L.L.C. since its inception in June 1995. Prior to joining
Trilon Dominion, Mr. Cantwell served as the President of the Catalyst Group,
Inc. where he successfully executed a variety of merchant banking activities
and managed the operations of a diverse mix of utility assets. Approximately
$2 billion of these assets were successfully divested under Mr. Cantwells
direction. In addition, he has been involved in advising numerous mergers and
acquisitions and restructuring matters for the Edper Group, the principal
investor in Catalyst. Prior to joining Catalyst, Mr. Cantwell spent 19 years
in the practice of public accounting, most recently with Ernst & Young where he
was a tax partner and headed the Dallas-based Mergers and Acquisitions
practice. While at Ernst & Young, Mr. Cantwell was instrumental in structuring
mergers, acquisitions, recapitalizations, and dispositions on behalf of several
Fortune 500 and many of the southwests most acquisition-oriented entities.
Mr. Cantwell is a Certified Public Accountant. Mr. Cantwell presently is a
director of EPL Technologies, Inc., a publicly owned Company.

John Van Egmond(age 52) was President and Chief Executive Officer from
December 31, 1996 to January 31, 1999 and has been a director of the Company
since December 31, 1996. Mr. Van Egmond also was affiliated with Trilon
Dominion Partners, L.L.C. and he has been President, Chief Executive Officer
and a director of Century Power Corporation from 1989 to January 1999. Prior
to 1989, Mr. Van Egmond was Vice President and Controller of Century. Prior to
joining Century, Mr. Van Egmond held various financial positions from 1972 to
1984 with Tucson Electric Power Company. Mr. Van Egmond is a Certified Public
Accountant and holds a BS from Montana State University.

Charles H. Black(age 75) rejoined the Board in June 1997. He had been a
director of the Company from February 1993 until August 1996. Mr. Black is a
private investor who serves on the Board of Governors of the Pacific Stock
Exchange and is a director of Investment Company of America, and Anworth
Mortgage Asset Corp. Previously, Mr. Black was Executive Vice President and
Chief Financial Officer of Kaiser Steel Corporation, Executive Vice President
and Chief Financial Officer of Great Western Savings & Loan, and Vice President
and Treasurer of Litton Industries.

Joe E. Davis(age 67) rejoined the Board in June 1997. He had been a director
of the Company from February 1993 until November 1996. Mr. Davis is a private
investor who serves as a director for BMC Industries, Inc., Anworth Mortgage
Securities, Inc. and Natural Alternatives, Inc., and is a Trustee of American
Funds Insurance Series. Previously, Mr. Davis was the President and Chief
Executive Officer of National Health Enterprises, Inc.

Executive Officers

Kevin Mulvihill(age 51) has been President and CEO since February 1, 1999. Mr.
Mulvihill joined the Company in August 1998 as Executive Vice President. Prior
to joining Wilshire, Mr. Mulvihill held various senior management positions
that include Vice President and General Manager for Fisher Scientific (1996 to
August 1998) and Vice President of Sales and Marketing and other positions with
Devon Industries (1985-1996). Mr. Mulvihill holds B.S. and ED.M. degrees from
Temple University.

Kathleen E. Terry(age 48) joined the Company on February 8, 1999 as Vice
President and Chief Financial Officer. From February 1997 to December 1998,
Ms. Terry was Vice president and Chief Financial Officer for Advanced
BioResearch Associates, a privately held FDA regulatory and clinical consulting
firm. Previously, Ms. Terry has held various Chief Financial Officer positions
with both public and privately held companies,

36



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##### Table of Contents



including Norris Communications Inc. (May 1996 to February 1997), BioSafety Systems (March 1995 to May 1996) and IRT Corporation. Ms. Terry is a Certified Public Accountant and holds
a B.S. of Accounting from San Diego State University.

Derek Warneke(age 38) joined the Company as Vice President of Operations and
Technology on November 13, 2000. Mr. Warneke was previously Director of
Development for the Scientific Glove Products Division of Kimberly
Clark/Safeskin where he was responsible for the development of glove products
for critical environments (February 1998 to November 2000). From October 1994
to February 1998 Mr. Warneke was Director of Manufacturing at Absolute Quality
Leadership, a manufacturer of specialty critical environment gloves. Mr.
Warneke holds a B.S. of Mechanical Engineering from California Polytechnic
State University.

Other Significant Employees

Fred Pisacane(age 45) joined the Company in July 1991, and is Vice President
of Sales and Marketing. Prior to joining the Company, Mr. Pisacane spent
twelve years with Baxter Scientific Products, a leading distributor of clean
room products.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Companys
executive officers and directors, and persons who beneficially own more than
ten percent of the Companys Common Stock, to file initial reports of ownership
and reports of changes in ownership with the Securities and Exchange
Commission. Executive officers, directors and greater than ten percent
beneficial owners are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the Company
and written representations from the Companys executive officers and
directors, the Company believes that during the fiscal year ended November 30,
2001 all Section 16(a) filing requirements applicable to its executive
officers, directors and greater than ten percent beneficial owners were
complied with, with one exception. Mr. John van Egmond inadvertently did not
report the sale of 20,000 shares of Common Stock on December 28, 2000 until a
Form 4 filing on March 26, 2001.

37



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##### Table of Contents






Item 10. Executive Compensation.

The table that follows shows compensation
information during the Companys last three fiscal years for the
CEO and the four most highly compensated executive officers.



|                            |  |      |      |     |  |                     |         |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           |         |  |  |  |  |  |  |   |        |    
|--------------------------- |  | ---- | ---- | --- |  | ------------------- | ------- | ---------------------- |  | ------------ |  | -------- |  | ------------ |  | ------- |  | ------------ |  | ---------- |  | --------- | ------- |  |  |  |  |  |  | - | ------ | ---
|SUMMARY COMPENSATION TABLE  |  |      |      |    
|                            |  |      |      |    
|                            |  |      |      |     |  | Annual Compensation |         | Long-Term Compensation |  |              |  |         
|                            |  |      |      |     |  |                     |         |                        |  |              |  |         
|                            |  |      |      |     |  |                     |         |                        |  |              |  |          |  |              |  |         |  | Awards       |  | Payouts    |  |           |         | 
|                            |  |      |      |     |  |                     |         |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           |         | 
|                            |  |      |      |     |  |                     |         |                        |  |              |  |          |  |              |  |         |  | Restricted   |  | Securities |  |           |         |  |  |  |  | 
|                            |  |      |      |     |  |                     |         |                        |  |              |  |          |  | Other Annual |  | Stock   |  | Underlying   |  | LTIP       |  | All Other
|Name and                    |  |      |      |     |  | Salary              |         | Bonus                  |  | Compensation |  | Award(s) |  | Options/SARs |  | Payouts |  | Compensation
|Principal Position          |  | Year |      | ($) |  | ($)                 |         | ($)                    |  | ($)          |  | (#)      |  | ($)          |  | ($)    
|(a)                         |  | (b)  |      | (c) |  | (d)                 |         | (e)                    |  | (f)          |  | (g)      |  | (h)          |  | (i)    
|                            |  |      |      |     |  |                     |         |                        |  |              |  |          |  |              |  |        
|Ron Cantwell,               |  |      | 2001 |     |  |                     |         |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           | 2,000   |  |  |  |  |  |  | $ | 1,000  | (1)
|Chairman of the Board       |  |      | 2000 |     |  |                     |         |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           | 25,000  |  |  |  |  |  |  | $ | 1,500  | (1)
|                            |  |      | 1999 |     |  |                     |         |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           |         |  |  |  |  |  |  |   |        |    
|                           
|                           
|                           
|                           
|Kevin Mulvihill,            |  |      | 2001 |     |  | $                   | 200,000 |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           |         |  |  |  |  |  |  | $ | 33,600 | (2)
|President                   |  |      | 2000 |     |  | $                   | 185,000 |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           |         |  |  |  |  |  |  | $ | 27,600 | (2)
|                            |  |      | 1999 |     |  | $                   | 187,000 |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           |         |  |  |  |  |  |  | $ | 27,600 | (2)
|                           
|                           
|                           
|                           
|Kathleen Terry,             |  |      | 2001 |     |  | $                   | 140,000 |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           |         |  |  |  |  |  |  |   |        |    
|Chief Financial Officer (3) |  |      | 2000 |     |  | $                   | 123,038 |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           | 100,000 |  |  |  |  |  |  |   |        |    
|                            |  |      | 1999 |     |  | $                   | 91,000  |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           | 150,000 |  |  |  |  |  |  |   |        |    
|                           
|                           
|                           
|                           
|Derek Warkeke,              |  |      | 2001 |     |  | $                   | 125,000 |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           | 100,000 |  |  |  |  |  |  | $ | 7,200  | (5)
|Vice President (4)          |  |      | 2000 |     |  | $                   | 5,085   |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           | 100,000 |  |  |  |  |  |  | $ | 600    | (5)
|                           
|                           
|                           
|                           
|John Van Egmond (6)         |  |      | 2001 |     |  |                     |         |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           | 2,000   |  |  |  |  |  |  | $ | 5,500  | (7)
|                            |  |      | 2000 |     |  |                     |         |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           | 25,000  |  |  |  |  |  |  | $ | 9,421  | (8)
|                            |  |      | 1999 |     |  | $                   | 148,000 |                        |  |              |  |          |  |              |  |         |  |              |  |            |  |           | 12,500  |  |  |  |  |  |  | $ | 1,826  | (5)



---

|(1) |  | Represents director fees paid to VC Holdings, Inc., an affiliate of
Trilon Dominion Partners, L.L.C.                                                                     
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Represents a non-accountable car allowance of $600 per month and the
cost of a furnished apartment pending Mr. Mulvihills relocation. See
Employment Agreements below.
|   
|   
|   
|   
|(3) |  | Ms. Terry joined the Company in February 1999.                                                                                                                           
|   
|   
|   
|   
|(4) |  | Mr. Warneke joined the Company in November 2000.                                                                                                                         
|   
|   
|   
|   
|(5) |  | Represents a non-accountable car allowance.                                                                                                                              
|   
|   
|   
|   
|(6) |  | Mr. Van Egmond was Chief Executive Officer and President in 1998 and
1999.                                                                                               
|   
|   
|   
|   
|(7) |  | Represents directors fees.                                                                                                                                              
|   
|   
|   
|   
|(8) |  | Represents directors fees and a consulting fee.                                                                                                                         

Employment Agreements

On August 17, 1998, the Company entered into an employment agreement with Mr.
Kevin Mulvihill as Executive Vice President, for a term of one year with a
provision for one-year renewals at an annual compensation of $165,000. When
Mr. Mulvihill became the Companys President and Chief Executive Officer on
February 1, 1999, his salary was increased to $185,000 and certain other
amendments were made to the employment agreement. Effective January 1, 2001,
Mr. Mulvihills salary was increased to $200,000. The amended Agreement
provides that the Company may terminate Mr. Mulvihills employment under the
Agreement at any time without cause. In that event, or if the Company does not
agree to renew the Employment Agreement, Mr. Mulvihill will receive as
severance pay an amount equal to twelve months of his then salary, payable in
twelve equal monthly installments as well as full medical and dental coverage
for that period. Mr. Mulvihill will also receive an allowance of up to $10,000
for out-placement services. Pursuant to the contract Mr. Mulvihill was granted
an option covering 500,000 shares with an exercise price of $0.50 per share,
being the fair market value of the common stock on the effective date of the
Agreement. Mr. Mulvihill is also eligible for a bonus up to 30% of base salary
based upon a Board approved sales and profitability plan. If Mr. Mulvihill
relocates his residence to San Diego, the Company is committed to reimburse Mr.
Mulvihill for

38



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##### Table of Contents



closing costs, and any additional interest points paid to reduce the mortgage
rate on a 30-year fixed mortgage of $320,000 to 7.625%.

On February 8, 1999, the Company entered into an employment agreement with Ms.
Kathleen Terry as Vice President and Chief Financial Officer for a term of one
year, at an annual compensation of $115,000 (increased to $125,000 as of
February 8, 2000 and to $140,000 as of January 1, 2001), with a provision for
one-year renewals. The Agreement provides that the Company may terminate Ms.
Terrys employment at any time without cause. In that event, or if the Company
does not agree to renew the Employment Agreement, Ms. Terry will receive as
severance pay an amount equal to six months of her then salary, payable in six
equal monthly installments as well as full medical and dental coverage for that
period. Ms. Terry will also receive an allowance of up to $10,000 for
out-placement services. Ms. Terry is also eligible for a bonus of up to 40% of
base salary based upon a Board of Directors approved sales and profitability
plan and upon meeting certain Board approved management objectives. Pursuant
to the Agreement, Ms. Terry was granted a ten-year non-qualified stock option
covering 50,000 shares with an exercise price of $0.39 per share, being the
fair market value of the common stock on the effective date of the Agreement.

On November 13, 2000, the Company entered into an employment agreement with Mr.
Derek Warneke as Vice President of Operations and Technology for a term of one
year, at an annual compensation of $125,000 with a provision for one-year
renewals. The Agreement provides that the Company may terminate Mr. Warnekes
employment at any time without cause. In that event, or if the Company does
not agree to renew the Employment Agreement, Mr. Warneke will receive as
severance pay an amount equal to six months of his then salary payable in six
equal monthly installments as well as full medical and dental coverage for that
period. Mr. Warneke will also receive an allowance of up to $10,000 for
out-placement services. Pursuant to the Agreement, Mr. Warneke was granted a
ten-year non-qualified stock option covering 100,000 shares with an exercise
price of $0.10 per share, being the fair market value of the common stock on
the effective date of the Agreement. Pursuant to the Agreement Mr. Warneke
received similar stock options, each on 50,000 shares, on May 13, 2001 and on
November 13, 2001, with exercise prices equal to the then fair market value of
the common stock. Mr. Warneke is also eligible for a bonus of up to 40% of
base salary based upon a Board of Directors approved sales and profitability
plan and upon meeting certain Board approved management objectives.

Mr. Mulvihill, Ms. Terry and Mr. Warneke are also entitled to participate in
the Companys compensation and benefit programs available to officers at their
respective levels.

Option Grants

The following table shows stock options granted pursuant to the Companys 1995
Stock Option Plan during the fiscal year ended November 30, 2001, to those
executive officers named in the Summary Compensation Table above who were
granted options. No stock appreciation rights were granted.

|              |       |                |         |                                             |  |                            |                  |                 |  |   |      |  |  |                   |  |  | 
|------------- | ----- | -------------- | ------- | ------------------------------------------- |  | -------------------------- | ---------------- | --------------- |  | - | ---- |  |  | ----------------- |  |  | 
|              |       |                |         |                                             |  |                            | Percent of Total |                 |  |   |      |  |  |                   | 
|Name          |       | OptionsGranted |         | Options
Granted to
Employees in
Fiscal
Year |  | Exercise
Price
(per Share) |                  | Expiration
Date
|              |       |                |         |                                             |  |                            |                  |                 | 
|Ron
Cantwell  |       |                | 2,000   |                                             |  |                            | *                |                 |  | $ | 0.14 |  |  | June 30, 2006    
|Derek Warneke |       |                | 50,000] |                                             |  |                            | 35               | %               |  | $ | 0.10 |  |  | May 13, 2011     
|Derek Warneke |       |                | 50,000] |                                             |  |                            |                  |                 |  | $ | 0.10 |  |  | November 13, 2011
|              |       |                |         |                                             |  |                            |                  |                 | 
|              | Total |                |         | 102,000                                     |  |                            |                  |                 |  |   |      |  |  |                   |  |  | 



---

* Less than 1% of options granted.


39



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##### Table of Contents



Option Exercises and Fiscal Year-End Values

The table that follows shows the number of shares of the Companys Common Stock
acquired upon exercise of options, the value realized therefor, the number of
unexercised options at November 30, 2001 and the value of unexercised
in-the-money options at November 30, 2001 (based on a closing price of $0.10
per share) for the executive officers named in the Summary Compensation Table
above, none of whom received any stock appreciation rights during fiscal 2001
or held any at November 30, 2001.

|                  |  |                 |   |          |  |             |   |               |  |                              |         |                         |  |  |         |  |  |                      |   |  |  |   |   | 
|----------------- |  | --------------- | - | -------- |  | ----------- | - | ------------- |  | ---------------------------- | ------- | ----------------------- |  |  | ------- |  |  | -------------------- | - |  |  | - | - | 
|                  |  |                 |   |          |  |             |   |               |  |                              |         |                         |  |  |         |  |  | Value of Unexercised
|                  |  |                 |   |          |  |             |   |               |  | Number of Unexercised        |         | In-the-Money Options   
|                  |  |                 |   |          |  |             |   |               |  | Options at November 30, 2001 |         | at November 30, 2001(1)
|                  |  |                 |   |          |  |             |   |               |  |                              |         |                        
|                  |  | Shares Acquired |   |          |  |             |   |               |  |                              |         |                         |  |  |         |  |  |                      |   | 
|                  |  | on Exercise     |   | Value    |  |             |   |               |  |                              |         |                         |  |  |         |  |  |                      |   | 
|Name              |  | (Number)        |   | Realized |  | Exercisable |   | Unexercisable |  | Exercisable                  |         | Unexercisable          
|                  |  |                 |   |          |  |             |   |               |  |                              |         |                        
|John Van Egmond   |  |                 | 0 |          |  | $           | 0 |               |  |                              | 137,500 |                         |  |  | 2,000   |  |  | $                    | 0 |  |  | $ | 0 | 
|Kevin Mulvihill   |  |                 | 0 |          |  | $           | 0 |               |  |                              | 375,000 |                         |  |  | 125,000 |  |  | $                    | 0 |  |  | $ | 0 | 
|Kathleen E. Terry |  |                 | 0 |          |  | $           | 0 |               |  |                              | 216,667 |                         |  |  | 33,333  |  |  | $                    | 0 |  |  | $ | 0 | 
|Derek Warneke     |  |                 | 0 |          |  | $           | 0 |               |  |                              | 100,000 |                         |  |  | 100,000 |  |  | $                    | 0 |  |  | $ | 0 | 
|Ron
Cantwell      |  |                 | 0 |          |  | $           | 0 |               |  |                              | 25,000  |                         |  |  | 2,000   |  |  | $                    | 0 |  |  | $ | 0 | 



---

|(1) |  | Represents the amounts by which the market price of the Common Stock of the
Company on November 30, 2001 exceeded the exercise prices of unexercised
options multiplied by the number of shares subject to the options.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Item 11. Security Ownership of Certain Beneficial Owners and Management.

A)The following table sets forth as of November 30, 2001 the identity of each
person known to the Company to be the beneficial owner of more than 5% of the
Companys Common Stock and its beneficial ownership.
(Refer to further discussion regarding Trilon Dominion Partners, L.L.C.
security ownership in the Company in Item 6. Managements Discussion and
Analysis or Plan of Operation).

|                                                                                          |  |                                 |           |                            |  |  |       |  
|----------------------------------------------------------------------------------------- |  | ------------------------------- | --------- | -------------------------- |  |  | ----- | -
|Name and Address of Beneficial                                                            |  | Amount and Nature of Beneficial |           | Percent of Class of Common
|Owner                                                                                     |  | Ownership of Common Stock       |           | Stock                     
|Trilon Dominion Partners, LLC
Six Landmark Square
4th Floor, Suite 400
Stamford, CT 06901 |  |                                 | 9,416,430 |                            |  |  | 72.70 | %

40



---



##### Table of Contents



Trilon Dominion Partners, L.L.C. also owns warrants entitling it to purchase
the following number of shares of the Companys Common Stock:

|                   |  |                    |  |        |                |  |           |   |      |  |  | 
|------------------ |  | ------------------ |  | ------ | -------------- |  | --------- | - | ---- |  |  | 
|Exercise Date      |  | Expiration Date    |  | Shares | Exercise Price
|                   |  |                    |  |        |               
|April 15, 1997     |  | April 15, 2002     |  |        | 100,000        |  |           | $ | 0.44 | 
|September 19, 1997 |  | September 19, 2002 |  |        | 110,541        |  |           | $ | 0.89 | 
|December 31, 1997  |  | April 15, 2002     |  |        | 25,000         |  |           | $ | 0.47 | 
|March 31,1998      |  | March 31, 2003     |  |        | 650,000        |  |           | $ | 0.41 | 
|June 30, 1998      |  | September 19, 2002 |  |        | 25,000         |  |           | $ | 0.34 | 
|December 31, 1998  |  | December 31, 2003  |  |        | 250,000        |  |           | $ | 0.42 | 
|                   |  |                    |  |        |                |  |           |   |      |  |  | 
|TOTAL              |  |                    |  |        |                |  | 1,160,541 |   |      |  |  | 

B)The following table sets forth as of November 30, 2001 the security
ownership of the Directors and Executive Officers.

|                                                                               |  |     |    |          |  |                |           |              |  |                     |  |  
|------------------------------------------------------------------------------ |  | --- | -- | -------- |  | -------------- | --------- | ------------ |  | ------------------- |  | -
|                                                                               |  |     |    |          |  | Number of      |           |              |  |                    
|                                                                               |  |     |    |          |  | Shares         |           |              |  |                    
|                                                                               |  |     |    |          |  | Beneficially   |           |              |  | Percent of Class of
|Name                                                                           |  | Age |    | Owned(1) |  | Director Since |           | Common Stock
|                                                                               |  |     |    |          |  |                |           |             
|Ronald W. Cantwell                                                             |  |     | 58 |          |  |                | 27,000    | (2)          |  | December 6, 1996    |  | *
|John Van Egmond                                                                |  |     | 52 |          |  |                | 137,500   |              |  | December 31, 1996   |  | *
|Charles H. Black                                                               |  |     | 75 |          |  |                | 83,500    |              |  | June 23, 1997       |  | *
|Joe E. Davis                                                                   |  |     | 67 |          |  |                | 83,500    |              |  | June 23, 1997       |  | *
|Executive Officers                                                             |  |     |    |          |  |                |           |              |  |                     |  |  
|Kevin Mulvihill                                                                |  |     |    |          |  |                | 375,000   |              |  |                     |  | *
|Kathleen E. Terry                                                              |  |     |    |          |  |                | 216,667   |              |  |                     |  | *
|Derek Warneke                                                                  |  |     |    |          |  |                | 100,000   |              |  |                     |  | *
|All Directors and
Executive Officers
of the Company as a
Group (seven persons) |  |     |    |          |  |                | 1,023,167 |              |  |                     |  |  



---

|*   |  | Less than 1% of the 12,953,385
shares outstanding on November 30, 2001.                                                            
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(1) |  | Represents shares which may be acquired on exercise of options that are
exercisable, or become exercisable after November 30, 2001.

41



---



##### Table of Contents





|(2) |  | Mr. Cantwell disclaims direct beneficial ownership of 9,416,430 shares of
Common Stock and of Warrants to purchase 1,160,541 shares of Common Stock
owned by Trilon Dominion Partners, L.L.C. (Trilon). Mr. Cantwell is the
holder of 100% of the capital stock of VC Holdings, Inc. which is the sole
manager of and owns 100% of the voting Class A membership interest in
Trilon Refer to discussion regarding Trilon Dominion Partners, L.L.C.s
change in security ownership in the Company in Item 6. Managements
Discussion and Analysis or Plan of Operation.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

C)Change in Control.

Refer to discussion regarding Trilon Dominion Partners, L.L.C.s change in
security ownership in the Company in Item 6. Managements Discussion and
Analysis or Plan of Operation.




Item 12. Certain Relationships and Related Transactions.

On March 31, 1998, the Company and Trilon Dominion completed an Amended and
Restated Credit Agreement and Revolving Line of Credit (the Amended
Agreement), secured by the Companys assets, which included principal of
$4,000,000 from a previous agreement, $750,000 from Demand Notes, accrued
interest and management fees of $543,297 on the Agreement and Demand Notes, and
a new credit line commitment of $2,200,000. Under the terms of the Amended
Agreement, the principal of $7,493,297 was due on December 31, 1998, and
interest was payable quarterly at an annual rate of 11.5%. From March 1998 to
November 1998, the Company issued Demand notes totaling $930,000 at an interest
rate of 11.5% under the credit line agreement.

In December of 1998, the Company amended the credit line agreement to extend
the terms to January 31, 2000, which was extended to June 30, 2000, January 31,
2001, January 31, 2002 and January 31, 2003, in a December 31, 1999, June 30,
2000, January 17, 2001 and January 15, 2002 amendments to the credit line
agreement. In fiscal 1999, the Company issued demand notes totaling $3,510,000
under the line of credit agreement and capitalized debt issuance costs of
$18,000. Of the notes issued in fiscal 1999, $2,010,000 of notes bear interest
at a rate of 11.5% annually; the remaining $1,500,000 of demand notes bear
interest at a rate of prime plus 3%. In fiscal 2000, the Company issued demand
notes totaling $2,813,000 under the line of credit agreement. The notes issued
in fiscal 2000 bear interest at a rate of prime plus 3% (13.0% at November 30,
2000). All of the notes are due on demand.

In fiscal 2001, the Company issued additional demand notes totaling $3,956,000
at a rate of prime plus 3% (8.5% at November 30, 2001). All of the notes are
due on demand.

Trilons ownership of shares and warrants on November 30, 2001 is shown under
Principal Shareholders. The Company has been informed that the members of
Trilon are (i) VC Holdings, Inc. (VCH), a Delaware corporation that is
Trilons sole manager and holds 100% of the voting Class A membership interest
in Trilon and (ii) Dominion Capital, Inc., which holds 100% of the non-voting
Class B membership interest in Trilon. Director Cantwell is the holder of 100%
of the capital stock of VC Holdings, Inc. (Refer to further discussion
regarding Trilon Dominion Partners, L.L.C. security ownership in the Company in
Item 6. Managements Discussion and Analysis or Plan of Operation).

In the second quarter of fiscal 2000, the Company completed the sale of certain
assets and selected liabilities of the Companys Wilshire Contamination Control
division (the Division) to Foamex Asia Co. LTD (the Buyer or Foamex), an
affiliate of Foamex International (FMXI:NASDAQ) for a potential sales price of
$2,500,000. Substantially all of the historic revenues reported by the Company
related to this Division.

Foamex International is an international developer, manufacturer and supplier
of high-quality foam, including key materials utilized in contamination control
environments. Foamex Asia Co. Ltd., located in Singapore and in Thailand, is
currently a major supplier of specialty foam products to the Asian market.
Steve Scibelli, President of Foamex Asia Co. Ltd. served as Chief Executive
Officer of Wilshire Technologies from 1994 until 1996. Mr. Scibelli currently
owns 96,073 shares of Company stock. In addition, the Company is contingently
obligated to pay certain benefits to Mr. Scibelli.

42



---



##### Table of Contents



Payments are due from the Buyer on a quarterly basis based on fixed percentage
of sales by the Buyer of certain products, as defined in the asset purchase
agreement, subject to certain cash flow provisions. As no proceeds were due to
the Company on the date of closing, the Company has recorded a $945,000
receivable, which equates to the net book value of the net assets sold. The
Company has a secured interest in the net assets sold. All payments of the
sales price will be applied against the receivable, under the cost recovery
method, with no recognition of gain until the receivable is paid in full. The
Company believes that the asset recorded is not impaired.

In addition to the sale of assets, the Buyer and the Company entered into an
agreement pursuant to which the Company agreed to provide Foamex, for due
consideration, certain labor, facilities, services, personnel and other items
with respect to Foamexs ongoing operation of the Divisions business. The
agreement commenced on May 19, 2000 and has been amended to continue until
December 31, 2002.

43



---



##### Table of Contents






PART IV




Item 13. Exhibits, List and Reports on Form 8-K.

(a)  Exhibits:

|      |  |                                                                                                                                                                                                                                                                                   
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1  |  | Settlement Agreement dated November 23, 1993 between the Company and
Wilshire Advanced Materials, Inc. (Advanced Materials). (1)                                                                                                                                                
|     
|     
|     
|     
|10.2  |  | Asset Purchase Agreement dated November 23, 1993, between the Company
and Advanced Materials (forms of bill of sale and assignment, secured
promissory note, amended and restated secured subordinated promissory
note, and amendment to security agreement attached thereto). (1)
|     
|     
|     
|     
|10.3  |  | Maturity Date Extension to Secured Promissory Note dated January 24,
1994 between the Company and Advanced Materials. (1)                                                                                                                                                         
|     
|     
|     
|     
|10.4  |  | Amendment to Manufacturers Sales Representative Agreement dated
January 27, 1994 between the Company and Professional Health Sales,
Inc. (1)                                                                                                                                      
|     
|     
|     
|     
|10.5  |  | Mutual Release to terminate Joint Venture Agreement dated August 2,
1993 between the Company and Tillotson Healthcare Corporation. (1)                                                                                                                                            
|     
|     
|     
|     
|10.6  |  | Release by the Company to terminate License and Sales Agreement dated
August 1, 1993 between the Company and Tyndale Plains-Hunter, Ltd.
(TPH). (1)                                                                                                                             
|     
|     
|     
|     
|10.7  |  | Release by the Company to terminate Evaluation Agreement dated August
19, 1993 between the Company and TPH. (1)                                                                                                                                                                   
|     
|     
|     
|     
|10.8  |  | Release by the TPH to terminate License and Sales Agreement dated
August 23, 1993 between the Company and TPH. (1)                                                                                                                                                                
|     
|     
|     
|     
|10.9  |  | Release by the TPH to terminate Evaluation Agreement dated August 23,
1993 between the Company and TPH. (1)                                                                                                                                                                       
|     
|     
|     
|     
|10.10 |  | Product Development and License Agreement dated May 25, 1993 between
the Company and Innovative Technologies limited (IT). (1)                                                                                                                                                  
|     
|     
|     
|     
|10.11 |  | Product Development and License Agreement for Gloves dated June 20,
1993 between the Company and IT. (1)                                                                                                                                                                          
|     
|     
|     
|     
|10.12 |  | Amendment to Joint Venture Agreement dated January 5, 1994 between
the Company and Intelligent Pharmaceuticals Corporation. (1)                                                                                                                                                   
|     
|     
|     
|     
|10.13 |  | Lease Agreement dated January 14, 1993 among the Company, Ridgecrest
Properties, R and B Properties and Hindry West Development. (1)                                                                                                                                              
|     
|     
|     
|     
|10.14 |  | Lease Amendment dated June 30, 1993 among the Company, Ridgecrest
Properties, R and B Properties and Hindry West Development. (1)                                                                                                                                                 
|     
|     
|     
|     
|10.15 |  | International Distribution Agreement dated July 16, 1993 between WTP
and B&R Consulting Limited, Inc. (1)                                                                                                                                                                         

44



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##### Table of Contents



|      |  |                                                                                                                                                                                                                                                                                                                                
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.16 |  | International Distribution Agreement dated August 11, 1993 between
WTP and Dagal, Inc. (1)                                                                                                                                                                                                                                     
|     
|     
|     
|     
|10.17 |  | International Distribution Agreement dated January 3, 1994 between
WTP and Windsor Group, Ltd. (1)                                                                                                                                                                                                                             
|     
|     
|     
|     
|10.18 |  | First Amendment to Credit and Security Agreement dated January 11,
1994 between the Company and City National Bank (CNB). (1)                                                                                                                                                                                                
|     
|     
|     
|     
|10.19 |  | Revolving Credit Note dated January 11, 1994 between the Company and
CNB. (1)                                                                                                                                                                                                                                                  
|     
|     
|     
|     
|10.20 |  | Equipment Acquisition Note dated January 11, 1994 between the Company
and CNB. (1)                                                                                                                                                                                                                                             
|     
|     
|     
|     
|10.21 |  | Credit Agreement dated May 13, 1994 between the Company and Dominion.
(2)                                                                                                                                                                                                                                                      
|     
|     
|     
|     
|10.22 |  | Warrant to Purchase Common Stock of Company dated May 13, 1994. (3)                                                                                                                                                                                                                                                            
|     
|     
|     
|     
|10.23 |  | Security Agreement dated May 13, 1994 between the Registrant and
Dominion. (4)                                                                                                                                                                                                                                                 
|     
|     
|     
|     
|10.24 |  | Promissory Note in the principal amount of $5,000,000 dated May 13,
1994 made by the Registrant to the order of Dominion. (5)                                                                                                                                                                                                  
|     
|     
|     
|     
|10.25 |  | Fairness Opinion dated November 24, 1993 regarding the sale by the
Company of certain assets related to WMPs OEM private-label business
to Advanced Materials prepared for the Company by Ludlow Holdings,
Inc. (6)                                                                                                           
|     
|     
|     
|     
|10.26 |  | Settlement Agreement and Release dated November 1, 1994 between
Coating Sciences, Inc. and the Registrant. (7)                                                                                                                                                                                                                 
|     
|     
|     
|     
|10.27 |  | Settlement Agreement dated May 12, 1994 between Time Release
Sciences, Inc. and the Registrant. (7)                                                                                                                                                                                                                            
|     
|     
|     
|     
|10.28 |  | Amendment thereto dated September 17, 1994. (7)                                                                                                                                                                                                                                                                                
|     
|     
|     
|     
|10.29 |  | Agreement dated as of January 16, 1995 among Medical Engineering
Corporation, Wilshire Advanced Materials, Inc. and the Registrant,
concerning breast implant claims. (7)                                                                                                                                                      
|     
|     
|     
|     
|10.30 |  | Stipulation of Partial Settlement dated as of October 26, 1994 in re
Wilshire Technologies Securities Litigation Master File 94-0400-B
(AJB), United States District Court for the Southern District of
California among the Registrant and the Representative Plaintiffs
named therein, exclusive of the exhibits thereto. (7)
|     
|     
|     
|     
|10.31 |  | Articles of Incorporation. (8)                                                                                                                                                                                                                                                                                                 
|     
|     
|     
|     
|10.32 |  | Credit Agreement dated November 18, 1994 between the Registrant and
Dominion Capital, Inc., including form of Warrant and form of Note.
(9)                                                                                                                                                                                    
|     
|     
|     
|     
|10.33 |  | First Amendment dated December 30, 1994 to such Credit Agreement,
including form of Promissory Note. (10)                                                                                                                                                                                                                      
|     
|     
|     
|     
|10.34 |  | Second Amendment, dated February 14, 1995, to such Credit Agreement,
including form of Promissory Note. (11)                                                                                                                                                                                                                   
|     
|     
|     
|     
|10.35 |  | 1995 Stock Option Plan. (12)                                                                                                                                                                                                                                                                                                   
|     
|     
|     
|     
|10.36 |  | Form of Non-Qualified Stock Option Agreement. (13)                                                                                                                                                                                                                                                                             

45



---



##### Table of Contents



|      |  |                                                                                                                                                                                                                                
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.37 |  | Third Amendment, dated May 23, 1995, to the Credit Agreement dated
November 18, 1994 between the Registrant and Dominion Capital, Inc.
(14)                                                                                    
|10.38 |  | Agreement between the Registrant and Dominion Capital, Inc. dated
June 29, 1995, on payment of interest. (15)                                                                                                                  
|10.39 |  | Second Amendment dated May 17, 1995, to the Settlement Agreement
dated May 12, 1994 between Time Release Sciences, Inc. and the
Registrant. (16)                                                                               
|10.40 |  | Letter Agreement dated June 29, 1995 between Dominion Capital, Inc.
(Dominion) and the Registrant notifying Registrant of Dominions
intent to transfer certain securities to Venture Capital Equities,
LLC (the LLC). (17)
|10.41 |  | Agreement dated June 30, 1995 among Dominion, the LLC and the
Registrant referred to in the preceding Letter Agreement with the
following Exhibits:
(a) Lender Assignment and Assumption Agreement dated June 30, 1995.        
|      |  | (b) Grid Promissory Note dated May 23, 1995.                                                                                                                                                                                   
|      |  | (c) Assignment of Warrant by Dominion to the LLC. (18)                                                                                                                                                                         
|10.42 |  | Amendment dated June 30, 1995 to warrant Agreement dated May 13, 1994
between Wilshire and Dominion. (19)                                                                                                                      
|10.43 |  | Advice by Dominion and the LLC to the Registrant of the transfer of
the securities by Dominion to the LLC and of the proposed name change
of the LLC to Trilon Dominion Partners, LLC. (20)                                    
|10.44 |  | Bylaw Amendment, effective July 31, 1995, fixing exact number of
directors at five. (21)                                                                                                                                       
|10.45 |  | Registrants Bylaws as in effect on October 9, 1995. (22)                                                                                                                                                                      
|10.46 |  | Letter dated May 12, 1995 by Ministry of Health of the Republic of
Mexico granting Sanitary Registration No. 245M95 SSA for the appetite
suppressant (TrimPatch). (23)                                                      
|10.47 |  | English translation of Exhibit 10.7. (24)                                                                                                                                                                                      
|10.48 |  | Employment Agreement dated August 31, 1995 and effective April 17,
1995 between the Registrant and Mr. Stephen P. Scibelli, Jr. (25)                                                                                           
|10.49 |  | Amendment to Asset Purchase Agreement, dated May 19, 1995 between the
Registrant and Wilshire Advanced Materials, Inc. (26)                                                                                                    
|10.50 |  | Form of stock option granted on September 16, 1994 to directors
Black, Davis, Landry and Widder. (27)                                                                                                                          
|10.51 |  | Form of stock option granted on December 6, 1994 to director William
J. Hopke. (28)                                                                                                                                            
|10.52 |  | Form of stock option granted on April 17, 1995 to directors Black,
Davis, Hopke, Landry and Widder. (29)                                                                                                                       
|10.53 |  | Form of stock option granted on September 16, 1994 to Mr. Stephen P.
Scibelli, Jr. (30)                                                                                                                                        
|10.54 |  | Form of stock option granted on April 17, 1995 to Mr. Stephen P.
Scibelli, Jr. (31)                                                                                                                                            

46



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##### Table of Contents



|      |  |                                                                                                                                                                                               
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.55 |  | Technology and Peripheral Technology Rights Agreement dated June 30,
1995, among the Registrant, James A. Eisenstock, and Mikki Rossin,
relating to Bloodstopper products. (32)               
|10.56 |  | Fourth Amendment dated September 1, 1995, to the Credit Agreement
dated November 18, 1994 between the Registrant and Trilon Dominion
Partners, LLC. (33)                                      
|     
|     
|     
|     
|10.57 |  | Industrial Sublease Agreement dated August 31, 1995 between the
Registrant and Advanced Materials, Inc. (34)                                                                                  
|     
|     
|     
|     
|10.58 |  | Fifth Amendment dated as of November 1, 1995 to the Credit Agreement
dated November 18, 1994 (the Credit Agreement) between the
Registrant and Trilon Dominion Partners LLC (Trilon). (35)
|     
|     
|     
|     
|10.59 |  | Sixth Amendment dated as of December 5, 1995 to the above-mentioned
Credit Agreement. (36)                                                                                                    
|     
|     
|     
|     
|10.60 |  | Exchange Agreement dated as of January 5, 1996 between the Registrant
and Trilon. (37)                                                                                                        
|     
|     
|     
|     
|10.61 |  | Credit Agreement (the Trilon Agreement) dated January 5, 1996
between the Registrant and Trilon, exclusive of certain schedules.
(38)                                                       
|     
|     
|     
|     
|10.62 |  | Grid Promissory Note for not to exceed $1,000,000 to evidence
borrowings under the Trilon Agreement. (39)                                                                                     
|     
|     
|     
|     
|10.63 |  | Amendment No. 1 dated January 5, 1996 to Security Agreement dated May
13, 1995, which secures borrowings under the Trilon Agreement. (40)                                                     
|     
|     
|     
|     
|10.64 |  | Warrant dated January 5, 1996 to purchase 100,000 shares of the
Registrants Common Stock, issued to Trilon pursuant to the Trilon
Agreement. (41)                                            
|     
|     
|     
|     
|10.65 |  | Springing Warrant dated January 5, 1996 to purchase 25,000 shares of
the Registrants Common Stock, issued to Trilon pursuant to the
Trilon Agreement. (42)                                   
|     
|     
|     
|     
|10.66 |  | Consulting Agreement dated January 5, 1996 between the Registrant and
Trilon. (43)                                                                                                            
|     
|     
|     
|     
|10.67 |  | Form of Stock Option granted on December 12, 1995 to Mr. James W.
Klingler. (44)                                                                                                              
|     
|     
|     
|     
|10.68 |  | Agreement of Purchase and Sale of Joint Venture Interest and
Terminating Joint Venture, between the Company and Intelligent
Pharmaceuticals Corporation, dated November 1, 1995. (45)         
|     
|     
|     
|     
|10.69 |  | Employment Agreement dated October 3, 1994 between the Company and
James W. Klingler. (45)                                                                                                    
|     
|     
|     
|     
|10.70 |  | Employment Agreement dated August 15, 1995 between the Company and
David R. Byck. (45)                                                                                                        
|     
|     
|     
|     
|10.71 |  | Bylaw Amendment adopted February 19, 1996. (45)                                                                                                                                               
|     
|     
|     
|     
|10.72 |  | Bylaws as in effect on February 20, 1996. (45)                                                                                                                                                
|     
|     
|     
|     
|10.73 |  | Principal/Agent Agreement dated March 13, 1996 between Intelligent
Pharmaceuticals Corporation and the Registrant. (46)                                                                       

47



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##### Table of Contents



|      |  |                                                                                                                                                                                                                                                                  
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.74 |  | Manufacturing and Supply Agreement dated April 11, 1996, between Advanced
Barrier Technologies, Inc., and the Registrant. (47)                                                                                                                                   
|     
|     
|     
|     
|10.75 |  | Agreement dated April 15, 1996, between Dagal, Inc., and the Registrant.
(47)                                                                                                                                                                                    
|     
|     
|     
|     
|10.76 |  | Agreement related to Wound Care Products, dated April 18, 1996, between
Innovative Technologies Ltd. and the Registrant. (47)                                                                                                                                    
|     
|     
|     
|     
|10.77 |  | Agreement related to Gloves dated April 18, 1996, between Innovative
Technologies Ltd. and the Registrant. (47)                                                                                                                                                  
|     
|     
|     
|     
|10.78 |  | Finder Agreement dated May 1, 1996, between Innovative Research
Associates, inc., and the Registrant. (47)                                                                                                                                                       
|     
|     
|     
|     
|10.79 |  | Product Rights Transfer Agreement dated May 24, 1996, between Advanced
Materials, inc., and the Registrant. (47)                                                                                                                                                 
|     
|     
|     
|     
|10.80 |  | Release Agreement dated July 3, 1996, between Advanced Materials, Inc.,
and the Registrant. (47)                                                                                                                                                                 
|     
|     
|     
|     
|10.81 |  | Purchase of Assets and Assumption of Sublease Agreement with certain
Exhibits dated June 30, 1996, between Acacia Laboratories, inc., (dba
Horizon Medical, Inc.,) and the Registrant. (47)                                                                      
|     
|     
|     
|     
|10.82 |  | Amendment dated June 30, 1996, to Credit Agreement and Grid Promissory
Note dated January 5, 1996, between Trilon Dominion Partners, LLC, and
the Registrant. (47)                                                                                               
|     
|     
|     
|     
|10.83 |  | Addendum Agreement dated July 26, 1996 to the Manufacturing and Supply
Agreement dated April 11, 1996 between Advanced Barrier Technologies,
Inc. and the Registrant. (48)                                                                                       
|     
|     
|     
|     
|10.84 |  | Bailment Agreement dated September 6, 1996 between Coastline de Mexico
S.A. de C.V., Advanced Barrier Technologies, Inc. and the Registrant.
(48)                                                                                                                
|     
|     
|     
|     
|10.85 |  | Offer of Settlement of Wilshire Technologies, Inc. dated August 5, 1996
to the U.S. Securities and Exchange Commission. (48)                                                                                                                                     
|     
|     
|     
|     
|10.86 |  | Order Instituting Proceedings Pursuant to Section 21C of the Securities
Exchange Act of 1934, Making Findings and imposing a Cease and desist
Order, dated September 24, 1996 entered by the U.S. Securities and
Exchange Commission against the Registrant. (48)
|     
|     
|     
|     
|10.87 |  | Agreement of Purchase and Sale of TrimPatch Business and Assets dated
September 30, 1996 between Intelligent Pharmaceuticals Corporation and
the Registrant. (48)                                                                                               
|     
|     
|     
|     
|10.88 |  | Restated Articles of Incorporation filed in the office of the Secretary
of State of California on May 24, 1996. (49)                                                                                                                                             
|     
|     
|     
|     
|10.89 |  | Certificate of Amendment of Articles of Incorporation filed in the office
of the Secretary of State of California on June 10, 1996. (50)                                                                                                                         
|     
|     
|     
|     
|10.90 |  | Second Amendment dated September 30, 1996 to Credit Agreement and Grid
Promissory Note dated January 5, 1996, between Trilon Dominion Partners,
LLC, and the Registrant. (51)                                                                                    
|     
|     
|     
|     
|10.91 |  | Second Addendum, dated February 3, 1997, to the Manufacturing and Supply
Agreement dated April 11, 1996 between Advanced Barrier Technologies,
Inc. and the Registrant. (52)                                                                                     

48



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##### Table of Contents



|       |  |                                                                                                                                                                                     
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.92  |  | Bailment Agreement, dated February 3, 1997, between Advanced Barrier
Technologies de Mexico S.A. de C.V., Advanced Barrier Technologies, Inc.
and the Registrant. (52)              
|      
|      
|      
|      
|10.93  |  | Certificate, dated February 28, 1997, regarding the dissolution of
Wilshire Transdermal Products, Ltd. (52)                                                                         
|      
|      
|      
|      
|10.94  |  | Distributor Agreement dated March 5, 1997, between Armstrong Industrial
Corporation and the Registrant. (53)                                                                        
|      
|      
|      
|      
|10.95  |  | Third Amendment dated April 15, 1997, to Credit Agreement and to Grid
Promissory Note dated January 5, 1996 between Trilon Dominion Partners
LLC, and the Registrant. (53)          
|      
|      
|      
|      
|10.96  |  | Agreement related to Gloves dated April 29, 1997, between Innovative
Technologies Ltd. and the Registrant. (53)                                                                     
|      
|      
|      
|      
|10.97  |  | Equipment Supply Agreement dated July 28, 1997, between ACC Automation
Company and the Registrant. (54)                                                                             
|      
|      
|      
|      
|10.98  |  | Settlement Agreement, Mutual Release, and Injunction dated July 31, 1997,
between Powell Products, Inc. and the Registrant. (54)                                                    
|      
|      
|      
|      
|10.99  |  | Equipment Supply Agreement dated September 16, 1997, between the Vara
International Division of Calgon Carbon Corporation and the Registrant.
(54)                                  
|      
|      
|      
|      
|10.100 |  | Development and Supply Agreement dated September 18, 1997, between PTG
Medical LLC and the Registrant. (54)                                                                         
|      
|      
|      
|      
|10.101 |  | Fourth Amendment dated September 19, 1997, to Credit Agreement and to
Grid Promissory Note dated January 5, 1996 between Trilon Dominion
Partners LLC, and the Registrant. (54)     
|      
|      
|      
|      
|10.102 |  | Lease Agreement dated August 30, 1997 between the Registrant and Messrs.
Frank Naliboff and Nathan Morton. (55)                                                                     
|      
|      
|      
|      
|10.103 |  | Lease Agreement dated November 25, 1997 among the Registrant, Wilshire
International de Mexico S.A. de C.V., and Mr. Rafael Mizrachi. (55)                                          
|      
|      
|      
|      
|10.104 |  | Warrant Agreement, dated November 24, 1997, between the Registrant and
American Stock Transfer and Trust Company. (55)                                                              
|      
|      
|      
|      
|10.105 |  | Employment Agreement dated January 1, 1998 between the Registrant and Mr.
John Van Egmond. (55)                                                                                     
|      
|      
|      
|      
|10.106 |  | Demand Note dated January 7, 1998, between the Registrant and Trilon
Dominion Partners, L.L.C. (55)                                                                                 
|      
|      
|      
|      
|10.107 |  | Demand Note dated February 17, 1998, between the Registrant and Trilon
Dominion Partners, L.L.C. (55)                                                                               
|      
|      
|      
|      
|10.108 |  | Articles of Incorporation and by-laws granted May 9, 1997 and recorded
May 22, 1997 of Wilshire International de Mexico, S.A. de C.V. (55)                                          
|      
|      
|      
|      
|10.109 |  | Management Services Agreement dated October 8, 1997 among Wilshire
International de Mexico S.A. de C.V., Tecnicas Mexicanas de Ensamble,
S.A. de C.V., and Made in Mexico, Inc. (55)

49



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##### Table of Contents



|       |  |                                                                                                                                                                                                                    
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.110 |  | Assembly (Maquila) Agreement and Commodatum Agreement dated February 3,
1998, between the Registrant and Wilshire International de Mexico S.A. de
C.V. (55)                                                        
|      
|      
|      
|      
|10.111 |  | Demand Note dated March 10, 1998 between the Registrant and Trilon
Dominion Partners, L.L. C. (56)                                                                                                                 
|      
|      
|      
|      
|10.112 |  | Amended and Restated Credit Agreement and Revolving Line of Credit (the
Amended Agreement) dated March 31, 1998 between the Registrant and
Trilon Dominion Partners, L.L.C., exclusive of certain schedules. (56)
|      
|      
|      
|      
|10.113 |  | Warrant dated March 31, 1998 to purchase 650,000 shares of the
Registrants Common Stock, issued to Trilon Dominion Partners, L.L.C.
pursuant to the Amended Agreement. (56)                                       
|      
|      
|      
|      
|10.114 |  | Springing Warrant dated March 31, 1998 to purchase 250,000 shares of the
Registrants Common Stock, issued to Trilon Dominion Partners, L.L.C.
pursuant to the Amended Agreement. (56)                             
|      
|      
|      
|      
|10.115 |  | Grid Promissory Note dated March 31, 1998 between the Registrant and
Trilon Dominion Partners L.L.C. issued under the Amended Agreement. (56)                                                                      
|      
|      
|      
|      
|10.116 |  | Employment Agreement dated May 18, 1998 between the Registrant and Mr.
Paul Fennell. (57)                                                                                                                          
|      
|      
|      
|      
|10.117 |  | Sales Representative Agreement dated June 1, 1998 between the Registrant
and Exxustech, Inc. (57)                                                                                                                  
|      
|      
|      
|      
|10.118 |  | Exclusive Product Supply Agreement dated July 28, 1998 between the
Registrant and Time Release Sciences, Inc. (57)                                                                                                 
|      
|      
|      
|      
|10.119 |  | Independent Consultant Agreement dated August 5, 1998 between the
Registrant and Percura, Inc. (57)                                                                                                                
|      
|      
|      
|      
|10.120 |  | Employment Agreement dated August 17, 1998 between the Registrant and Mr.
Kevin Mulvihill. (57)                                                                                                                    
|      
|      
|      
|      
|10.121 |  | Demand Note dated August 5, 1998 between the Registrant and Trilon
Dominion Partners, L.L.C. (57)                                                                                                                  
|      
|      
|      
|      
|10.122 |  | Demand Note dated September 1, 1998 between the Registrant and Trilon
Dominion Partners, L.L.C. (57)                                                                                                               
|      
|      
|      
|      
|10.123 |  | Demand Note dated October 1, 1998 between the Registrant and Trilon
Dominion Partners, L.L.C. (57)                                                                                                                 
|      
|      
|      
|      
|10.124 |  | Distributor Agreement dated October 15, 1998 between the Registrant and
Foamex Asia Company, Ltd. (58)                                                                                                             
|      
|      
|      
|      
|10.125 |  | Demand Note dated November 2, 1998 between the Registrant and Trilon
Dominion Partners, L.L.C. (58)                                                                                                                
|      
|      
|      
|      
|10.126 |  | Demand Note dated December 1, 1998 between the Registrant and Trilon
Dominion Partners, L.L.C. (58)                                                                                                                
|      
|      
|      
|      
|10.127 |  | Demand Note dated January 4, 1999 between the Registrant and Trilon
Dominion Partners, L.L.C. (58)                                                                                                                 

50



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##### Table of Contents



|       |  |                                                                                                                                                  
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|10.128 |  | Demand Note dated February 1, 1999 between the Registrant and Trilon
Dominion Partners, L.L.C. (58)                                              
|      
|      
|      
|      
|10.129 |  | Amendment dated December 31, 1998, to the Amended Agreement dated March
31, 1998 between the Registrant and Trilon Dominion Partners, L.L.C. (58)
|      
|      
|      
|      
|10.130 |  | Sublease Agreement dated December 9, 1998 between the Registrant and
Software of the Month Club, Inc. (58)                                       
|      
|      
|      
|      
|10.131 |  | Sublease Agreement dated December 14, 1998 between the Registrant and
Intecon Systems, Inc. (58)                                                 
|      
|      
|      
|      
|10.132 |  | Distributor Agreement dated January 1, 1999, between the Registrant and
VWR Scientific Products Corporation. (58)                                
|      
|      
|      
|      
|10.133 |  | Demand Note dated February 23, 1999 between the Registrant and Trilon
Dominion Partners, L.L.C. (59)                                             
|      
|      
|      
|      
|10.134 |  | Employment Agreement dated February 8, 1999 between the Registrant and
Ms. Kathleen Terry. (59)                                                  
|      
|      
|      
|      
|10.135 |  | Demand Note dated April 1, 1999 between the Registrant and Trilon
Dominion Partners, L.L.C. (59)                                                 
|      
|      
|      
|      
|10.136 |  | Form of stock option granted on May 18,1998 to Mr. Paul Fennell. (59)                                                                            
|      
|      
|      
|      
|10.137 |  | Form of stock option granted on August 17,1998 to Mr. Kevin Mulvihill.
(59)                                                                      
|      
|      
|      
|      
|10.138 |  | Form of stock option granted on February 8, 1999 to Ms. Kathleen Terry.
(59)                                                                     
|      
|      
|      
|      
|10.139 |  | Demand Note dated April 23, 1999 between the Registrant and Trilon
Dominion Partners, L.L.C. (60)                                                
|      
|      
|      
|      
|10.140 |  | Demand Note dated May 6, 1999 between the Registrant and Trilon Dominion
Partners, L.L.C. (60)                                                   
|      
|      
|      
|      
|10.141 |  | Demand Note dated June 7, 1999 between the Registrant and Trilon Dominion
Partners, L.L.C. (60)                                                  
|      
|      
|      
|      
|10.142 |  | Demand Note dated July 5, 1999 between the Registrant and Trilon Dominion
Partners, L.L.C. (60)                                                  
|      
|      
|      
|      
|10.143 |  | Form of stock option granted on April 15, 1999 to Mr. Paul Fennell. (60)                                                                         
|      
|      
|      
|      
|10.144 |  | Form of stock option granted on April 15, 1999 to Mr. Dan Jennings. (60)                                                                         
|      
|      
|      
|      
|10.145 |  | Form of stock option granted on April 15, 1999 to Mr. Shawn Roberts. (60)                                                                        
|      
|      
|      
|      
|10.146 |  | Form of stock option granted on May 12, 1999 to Mr. Lee Jared. (60)                                                                              
|      
|      
|      
|      
|10.147 |  | Form of stock option granted on May 12, 1999 to Mr. Ben Zarza. (60)                                                                              
|      
|      
|      
|      
|10.148 |  | Form of stock option granted on April 15, 1999 to Ms. Grace Reasoner.
(60)                                                                       

51



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|       |  |                                                                                                                                                                                                
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.149 |  | Demand Note dated August 9, 1999 between the Registrant and Trilon
Dominion Partners, L.L.C. (61)                                                                                              
|      
|      
|      
|      
|10.150 |  | Demand Note dated September 2, 1999 between the Registrant and Trilon
Dominion Partners, L.L.C. (61)                                                                                           
|      
|      
|      
|      
|10.151 |  | Demand Note dated October 1, 1999 between the Registrant and Trilon
Dominion Partners, L.L.C. (61)                                                                                             
|      
|      
|      
|      
|10.152 |  | Form of stock option granted on August 13, 1999 to Mr. Paul Fennell. (61)                                                                                                                      
|      
|      
|      
|      
|10.153 |  | Form of stock option granted on August 13, 1999 to Ms. Kathleen Terry.
(61)                                                                                                                    
|      
|      
|      
|      
|10.154 |  | Form of stock option granted on August 13, 1999 to Mr. Charles Black.
(61)                                                                                                                     
|      
|      
|      
|      
|10.155 |  | Form of stock option granted on August 13, 1999 to Mr. Joe Davis. (61)                                                                                                                         
|      
|      
|      
|      
|10.156 |  | Form of stock option granted on August 13, 1999 to Mr. Ralph Whitworth.
(61)                                                                                                                   
|      
|      
|      
|      
|10.157 |  | Form of stock option granted on August 13, 1999 to Mr. John Van Egmond.
(61)                                                                                                                   
|      
|      
|      
|      
|10.158 |  | Demand Note dated November 2, 1999 between the Registrant and Trilon
Dominion Partners, L.L.C. (62)                                                                                            
|      
|      
|      
|      
|10.159 |  | Demand Note dated December 3, 1999 between the Registrant and Trilon
Dominion Partners, L.L.C. (62)                                                                                            
|      
|      
|      
|      
|10.160 |  | Amendment dated December 31, 1999, to the Amended Agreement dated March
31, 1998 between the Registrant and Trilon Dominion Partners, L.L.C. (62)                                              
|      
|      
|      
|      
|10.161 |  | Demand Note dated February 1, 2000 between the Registrant and Trilon
Dominion Partners, L.L.C. (62)                                                                                            
|      
|      
|      
|      
|10.162 |  | Letter of Intent to purchase Assets of Wilshire Contamination Control
Division by Foamex Asia Co. Ltd. (62)                                                                                    
|      
|      
|      
|      
|10.163 |  | Demand Note dated March 2, 2000 between the Registrant and Trilon
Dominion Partners, L.L.C. (63)                                                                                               
|      
|      
|      
|      
|10.164 |  | Demand Note dated April 5, 2000 between the Registrant and Trilon
Dominion Partners, L.L.C. (63)                                                                                               
|      
|      
|      
|      
|10.165 |  | Demand Note dated May 10, 2000 between the Registrant and Trilon Dominion
Partners, L.L.C. (66)                                                                                                
|      
|      
|      
|      
|10.166 |  | Demand Note dated June 1, 2000 between the Registrant and Trilon Dominion
Partners, L.L.C. (66)                                                                                                
|      
|      
|      
|      
|10.167 |  | Letter of Agreement by Companys Independent auditors, Ernst and Young
LLP for termination of services. (65)                                                                                   
|      
|      
|      
|      
|10.168 |  | Unaudited Pro forma Consolidated Financial Statements for sale of certain
assets and selected liabilities of the Companys Wilshire Contamination
Control Division to Foamex Asia Co. Ltd. (66)

52



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##### Table of Contents



|       |  |                                                                                                                                                              
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.169 |  | Amendment to Amended and Restated Credit Agreement (66)                                                                                                      
|      
|      
|      
|      
|10.170 |  | Letter of Intent between Wilshire Technologies Inc. and the Lycra
Division of DuPont. (66)                                                                   
|      
|      
|      
|      
|10.171 |  | Form of stock option granted on May 1, 2000 to Ms. Kathleen Terry. (66)                                                                                      
|      
|      
|      
|      
|10.172 |  | Form of stock option granted on May 1, 2000 to Mr. Chuck Black. (66)                                                                                         
|      
|      
|      
|      
|10.173 |  | Form of stock option granted on May 1, 2000 to Mr. Ron Cantwell. (66)                                                                                        
|      
|      
|      
|      
|10.174 |  | Form of stock option granted on May 1, 2000 to Mr. Joe Davis. (66)                                                                                           
|      
|      
|      
|      
|10.175 |  | Form of stock option granted on May 1, 2000 to Mr. David Heavenridge.
(66)                                                                                   
|      
|      
|      
|      
|10.176 |  | Form of stock option granted on May 1, 2000 to Mr. John Van Egmond. (66)                                                                                     
|      
|      
|      
|      
|10.177 |  | Asset Purchase Agreement relating to the sale of assets and selected
liabilities of the Companys Contamination Control Division to Foamex
Asia Co. Ltd. (66)
|      
|      
|      
|      
|10.178 |  | Demand Note dated July 5, 2000 between the Registrant and Trilon Dominion
Partners, L.L.C. (67)                                                              
|      
|      
|      
|      
|10.179 |  | Demand Note dated August 7, 2000 between the Registrant and Trilon
Dominion Partners, L.L.C. (67)                                                            
|      
|      
|      
|      
|10.180 |  | Demand Note dated September 6, 2000 between the Registrant and Trilon
Dominion Partners, L.L.C. (67)                                                         
|      
|      
|      
|      
|10.181 |  | Product Development, Purchase & License Agreement dated September 18,
2000 between E. I. DuPont de Nemours and Wilshire Technologies Inc. (67)               
|      
|      
|      
|      
|10.182 |  | Stock Option Agreement dated September 18, 2000 between E. I. DuPont de
Nemours and Wilshire Technologies Inc. (67)                                          
|      
|      
|      
|      
|10.183 |  | Trademark License Agreement dated September 18, 2000 between E. I. DuPont
de Nemours and Wilshire Technologies Inc. (67)                                     
|      
|      
|      
|      
|10.184 |  | Demand Note dated October 5, 2000 between the Registrant and Trilon
Dominion Partners, L.L.C. (68)                                                           
|      
|      
|      
|      
|10.185 |  | Demand Note dated November 6, 2000 between the Registrant and Trilon
Dominion Partners, L.L.C. (68)                                                          
|      
|      
|      
|      
|10.186 |  | Employment Agreement dated November 13, 2000 between the Registrant and
Mr. Derek Warneke (68)                                                               
|      
|      
|      
|      
|10.187 |  | Form of stock option granted on November 13, 2000 to Mr. Derek Warneke
(68)                                                                                  
|      
|      
|      
|      
|10.188 |  | Demand Note dated December 5, 2000 between the Registrant and Trilon
Dominion Partners, L.L.C. (68)                                                          
|      
|      
|      
|      
|10.189 |  | Amendment to employees and Facilities Agreement dated December 31, 2000
between Foamex Asia Co., LTD and Wilshire Technologies Inc. (68)                     

53



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|       |  |                                                                                                                                                                         
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.190 |  | Amendment dated January 17, 2001 to the Amended Agreement dated March 31,
1998 between the Registrant and Trilon Dominion Partners, L.L.C. (68)                         
|      
|      
|      
|      
|10.191 |  | Demand Note dated January 5, 2001 between the Registrant and Trilon
Dominion Partners, L.L.C. (69)                                                                      
|      
|      
|      
|      
|10.192 |  | Demand Note dated February 5, 2001 between the Registrant and Trilon
Dominion Partners, L.L.C. (69)                                                                     
|      
|      
|      
|      
|10.193 |  | Letter dated March 28, 2001 to Holders of the Warrants expiring November
28, 2002 re: change in Warrant Exercise Price and in number of shares
issuable on exercise (69)
|      
|      
|      
|      
|10.194 |  | Demand Note dated March 2, 2001 between the Registrant and Trilon
Dominion Partners, L.L.C. (70)                                                                        
|      
|      
|      
|      
|10.195 |  | Demand Note dated April 2, 2001 between the Registrant and Trilon
Dominion Partners, L.L.C. (70)                                                                        
|      
|      
|      
|      
|10.196 |  | Demand Note dated May 3, 2001 between the Registrant and Trilon Dominion
Partners, L.L.C. (70)                                                                          
|      
|      
|      
|      
|10.197 |  | Demand Note dated May 29, 2001 between the Registrant and Trilon Dominion
Partners, L.L.C. (70)                                                                         
|      
|      
|      
|      
|10.198 |  | Wilshire Technologies, Inc. 1995 Stock Option Plan as amended May 25,
2001 (71)                                                                                         
|      
|      
|      
|      
|10.199 |  | Demand Note dated June 28, 2001 between the Registrant and Trilon
Dominion Partners, L.L.C. (72)                                                                        
|      
|      
|      
|      
|10.200 |  | Demand Note dated August 1, 2001 between the Registrant and Trilon
Dominion Partners, L.L.C. (72)                                                                       
|      
|      
|      
|      
|10.201 |  | Demand Note dated August 28, 2001 between the Registrant and Trilon
Dominion Partners, L.L.C. (72)                                                                      
|      
|      
|      
|      
|10.202 |  | Stock Option Agreement dated December 17, 2001 between Trilon Dominion
Partners, LLC and Wilshire Technologies Inc (73)                                                 
|      
|      
|      
|      
|10.203 |  | Stock Option Agreement dated December 17, 2001 between E. I. DuPont de
Nemours, Trilon Dominion Partners, LLC and Wilshire Technologies Inc (73)                        

54



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##### Table of Contents



(b)  Reports on form 8-K:

None.



|21 |  | Subsidiaries of the Registrant. (55)
|-- |  | ------------------------------------

99        Risks and Uncertainties in Forward-Looking Statements. (51)



| |  |  | NOTE: Certain of the Exhibits listed above are incorporated herein
by reference to
other documents previously filed with the Commission as follows:
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

| |  |           |    |                         |  |                                                                                                  |  |     
| |  | --------- | -- | ----------------------- |  | ------------------------------------------------------------------------------------------------ |  | ----
| |  | Note      |    | Document to which       |  | Exhibit Designation in                                                                          
| |  | Reference |    | Cross Reference is Made |  | such Document                                                                                   
| |  |           |    |                         |  |                                                                                                 
| |  |           | 1  |                         |  | Incorporated to the identically
numbered Exhibit to Form 10-KSB for
fiscal 1993                  |  |     
| |  |           | 2  |                         |  | Form 8-K dated May 23, 1994 (the
1994 8-K)                                                     |  | 1   
|
|
|
|
| |  |           | 3  |                         |  | 1994 8-K                                                                                         |  | 4   
|
|
|
|
| |  |           | 4  |                         |  | 1994 8-K                                                                                         |  | 2   
|
|
|
|
| |  |           | 5  |                         |  | 1994 8-K                                                                                         |  | 3   
|
|
|
|
| |  |           | 6  |                         |  | Form 10-KSB for fiscal 1993                                                                      |  | 28  
|
|
|
|
| |  |           | 7  |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-KSB for
fiscal 1994 (the 1994 KSB) |  |     
|
|
|
|
| |  |           | 8  |                         |  | 1994 8-K                                                                                         |  | 3(i)
|
|
|
|
| |  |           | 9  |                         |  | 1994 8-K                                                                                         |  | 4(a)
|
|
|
|
| |  |           | 10 |                         |  | 1994 KSB                                                                                         |  | 4(b)
|
|
|
|
| |  |           | 11 |                         |  | 1994 KSB                                                                                         |  | 4(c)
|
|
|
|
| |  |           | 12 |                         |  | 1994 KSB                                                                                         |  | 4(d)
|
|
|
|
| |  |           | 13 |                         |  | 1994 KSB                                                                                         |  | 4(e)
|
|
|
|
| |  |           | 14 |                         |  | Form 10-QSB dated July 12, 1995
(the July 1995 QSB)                                            |  | 10.1
|
|
|
|
| |  |           | 15 |                         |  | July 1995 QSB                                                                                    |  | 10.2
|
|
|
|
| |  |           | 16 |                         |  | July 1995 QSB                                                                                    |  | 10.3

55



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##### Table of Contents



| |  |           |    |                         |  |                                                             |  |      
| |  | --------- | -- | ----------------------- |  | ----------------------------------------------------------- |  | -----
| |  | Note      |    | Document to which       |  | Exhibit Designation in                                     
| |  | Reference |    | Cross Reference is Made |  | such Document                                              
| |  |           |    |                         |  |                                                            
| |  |           | 17 |                         |  | Form 10-QSB dated October 10, 1995
(the October 1995 QSB) |  | 10.1 
|
|
|
|
| |  |           | 18 |                         |  | October 1995 QSB                                            |  | 10.2 
|
|
|
|
| |  |           | 19 |                         |  | Form 8-K dated August 7, 1995                               |  | 2    
|
|
|
|
| |  |           | 20 |                         |  | October 1995 QSB                                            |  | 10.4 
|
|
|
|
| |  |           | 21 |                         |  | October 1995 QSB                                            |  | 10.5 
|
|
|
|
| |  |           | 22 |                         |  | October 1995 QSB                                            |  | 10.6 
|
|
|
|
| |  |           | 23 |                         |  | October 1995 QSB                                            |  | 10.7 
|
|
|
|
| |  |           | 24 |                         |  | October 1995 QSB                                            |  | 10.8 
|
|
|
|
| |  |           | 25 |                         |  | October 1995 QSB                                            |  | 10.9 
|
|
|
|
| |  |           | 26 |                         |  | October 1995 QSB                                            |  | 10.10
|
|
|
|
| |  |           | 27 |                         |  | October 1995 QSB                                            |  | 10.11
|
|
|
|
| |  |           | 28 |                         |  | October 1995 QSB                                            |  | 10.12
|
|
|
|
| |  |           | 29 |                         |  | October 1995 QSB                                            |  | 10.13
|
|
|
|
| |  |           | 30 |                         |  | October 1995 QSB                                            |  | 10.14
|
|
|
|
| |  |           | 31 |                         |  | October 1995 QSB                                            |  | 10.15
|
|
|
|
| |  |           | 32 |                         |  | October 1995 QSB                                            |  | 10.16
|
|
|
|
| |  |           | 33 |                         |  | October 1995 QSB                                            |  | 10.17
|
|
|
|
| |  |           | 34 |                         |  | October 1995 QSB                                            |  | 10.18
|
|
|
|
| |  |           | 35 |                         |  | Form 8-K dated January 10, 1996
(the January 1996 8-K):    |  | 1    
|
|
|
|
| |  |           | 36 |                         |  | January 1996 8-K                                            |  | 2    
|
|
|
|
| |  |           | 37 |                         |  | January 1996 8-K                                            |  | 3    
|
|
|
|
| |  |           | 38 |                         |  | January 1996 8-K                                            |  | 4    
|
|
|
|
| |  |           | 39 |                         |  | January 1996 8-K                                            |  | 5    
|
|
|
|
| |  |           | 40 |                         |  | January 1996 8-K                                            |  | 6    
|
|
|
|
| |  |           | 41 |                         |  | January 1996 8-K                                            |  | 7    
|
|
|
|
| |  |           | 42 |                         |  | January 1996 8-K                                            |  | 8    

56



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##### Table of Contents



| |  |           |    |                         |  |                                                                                         |  |        
| |  | --------- | -- | ----------------------- |  | --------------------------------------------------------------------------------------- |  | -------
| |  | Note      |    | Document to which       |  | Exhibit Designation in                                                                 
| |  | Reference |    | Cross Reference is Made |  | such Document                                                                          
| |  |           |    |                         |  |                                                                                        
| |  |           | 43 |                         |  | January 1996 8-K                                                                        |  | 9      
|
|
|
|
| |  |           | 44 |                         |  | January 1996 8-K                                                                        |  | 10     
|
|
|
|
| |  |           | 45 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-KSB for
fiscal 1995         |  |        
|
|
|
|
| |  |           | 46 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB
dated April 10, 1996    |  |        
|
|
|
|
| |  |           | 47 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB
dated July 10, 1996     |  |        
|
|
|
|
| |  |           | 48 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB
dated October 11, 1996  |  | 3(i)(a)
|
|
|
|
| |  |           | 49 |                         |  | Form 8-K dated May 24, 1996 (the
May 1996 8-K)                                        |  |        
|
|
|
|
| |  |           | 50 |                         |  | May 1996 8-K                                                                            |  | 3(i)(b)
|
|
|
|
| |  |           | 51 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-KSB
dated February 24, 1997 |  |        
|
|
|
|
| |  |           | 52 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB
dated April 11, 1997    |  |        
|
|
|
|
| |  |           | 53 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB
dated July 9, 1997      |  |        
|
|
|
|
| |  |           | 54 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB
dated October 10, 1997  |  |        
|
|
|
|
| |  |           | 55 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB
dated February 25, 1998 |  |        
|
|
|
|
| |  |           | 56 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB
dated April 10, 1998    |  |        
|
|
|
|
| |  |           | 57 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB
dated October 12, 1998  |  |        

57



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##### Table of Contents



| |  |           |    |                         |  |                                                                                                         |  |  
| |  | --------- | -- | ----------------------- |  | ------------------------------------------------------------------------------------------------------- |  | -
| |  | Note      |    | Document to which       |  | Exhibit Designation in                                                                                 
| |  | Reference |    | Cross Reference is Made |  | such Document                                                                                          
| |  |           |    |                         |  |                                                                                                        
| |  |           | 58 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-KSB for
fiscal year 1998 (the 1998 KSB)   |  |  
|
|
|
|
| |  |           | 59 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB
dated April 7, 1999                     |  |  
|
|
|
|
| |  |           | 60 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB
dated July 12, 1999                     |  |  
|
|
|
|
| |  |           | 61 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB
dated October 15, 1999                  |  |  
|
|
|
|
| |  |           | 62 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-KSB for
fiscal year (the 1999) KSB)        |  |  
|
|
|
|
| |  |           | 63 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB for
the quarter ended February 28, 2000 |  |  
|
|
|
|
| |  |           | 64 |                         |  | Form 8-K dated July 14, 2000                                                                            |  |  
|
|
|
|
| |  |           | 65 |                         |  | Form 8-K dated June 28, 2000                                                                            |  |  
|
|
|
|
| |  |           | 66 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB for
the quarter ended May 31, 2000      |  |  
|
|
|
|
| |  |           | 67 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB for
the quarter ended August 31, 2000   |  |  
|
|
|
|
| |  |           | 68 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-KSB for
fiscal year (the 2000 KSB)        |  |  
|
|
|
|
| |  |           | 69 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB for
the quarter ended February 28, 2001 |  |  
|
|
|
|
| |  |           | 70 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB for
the quarter ended May 31, 2001      |  |  
|
|
|
|
| |  |           | 71 |                         |  | March 23, 2001 Proxy Statement                                                                          |  | A
|
|
|
|
| |  |           | 72 |                         |  | Incorporated to the identically
numbered Exhibit in Form 10-QSB for
the quarter ended August 31, 2001   |  |  

58



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##### Table of Contents



| |  |           |    |                         |  |                                  |  | 
| |  | --------- | -- | ----------------------- |  | -------------------------------- |  | 
| |  | Note      |    | Document to which       |  | Exhibit Designation in          
| |  | Reference |    | Cross Reference is Made |  | such Document                   
| |  |           |    |                         |  |                                 
| |  |           | 73 |                         |  | Form 8-K dated December 31, 2001 |  | 

Reports on form 8-K.

None

59



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##### Table of Contents






SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                          |  |     |  |                                                          
|------------------------- |  | --- |  | ---------------------------------------------------------
|                          |  |     |  | WILSHIRE TECHNOLOGIES, INC                               
|                         
|Dated:  February 25, 2002 |  | By: |  | /s/   Kevin T. Mulvihill                                 
|                          |  |     |  | Kevin T. Mulvihill,
President and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

|                                           |  |                                                                                                                 |  |                  
|------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------- |  | -----------------
|Name                                       |  | Title                                                                                                           |  | Date             
|                                          
|/s/   Ronald W. CantwellRonald W. Cantwell |  | Director and
Chairman of the Board                                                                              |  | February 25, 2002
|                                          
|/s/   Kevin T. MulvihillKevin T. Mulvihill |  | President and Chief Executive Officer
(Principal Executive Officer)                                             |  | February 25, 2002
|                                          
|/s/   Kathleen E. TerryKathleen E. Terry   |  | Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer) |  | February 25, 2002
|                                          
|/s/   Charles H. BlackCharles H. Black     |  | Director                                                                                                        |  | February 25, 2002
|                                          
|/s/   Joe E. DavisJoe E. Davis             |  | Director                                                                                                        |  | February 25, 2002
|                                          
|/s/   John Van EgmondJohn Van Egmond       |  | Director                                                                                                        |  | February 25, 2002

60



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##### Table of Contents






EXHIBIT INDEX

| |  |         |        |             |  |                                                                                                                                           
| |  | ------- | ------ | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
| |  | Exhibit |        |            
| |  | Number  |        | Description
| |  |         |        |            
| |  |         | 10.204 |             |  | Form of stock
option granted on June 30, 2001
to Charles Black                                                                            
|
|
|
|
| |  |         | 10.205 |             |  | Form of stock
option granted on June 30, 2001
to Joe Davis                                                                                
|
|
|
|
| |  |         | 10.206 |             |  | Form of stock
option granted on June 30, 2001
to Ron Cantwell                                                                             
|
|
|
|
| |  |         | 10.207 |             |  | Form of stock
option granted on June 30, 2001
to John van Egmond                                                                          
|
|
|
|
| |  |         | 10.208 |             |  | Demand Note dated October 5, 2001 between the
Registrant and Trilon Dominion Partners, L.L.C.                                             
|
|
|
|
| |  |         | 10.209 |             |  | Form of stock option granted on November 13, 2001
to Mr. Derek Warneke                                                                    
|
|
|
|
| |  |         | 10.210 |             |  | Demand Note dated November 5, 2001 between the
Registrant and Trilon Dominion Partners, L.L.C.                                            
|
|
|
|
| |  |         | 10.211 |             |  | Amendment to employees and Facilities Agreement
dated December 19, 2001 between Foamex Asia Co.,
LTD and Wilshire Technologies Inc.       
|
|
|
|
| |  |         | 10.212 |             |  | Amendment dated January 15, 2002 to the Amended
Agreement dated March 31, 1998 between the
Registrant and Trilon Dominion Partners, L.L.C.

61