Edgar Filing: MAREX COM INC

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934

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MAREX.COM, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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MAREX.COM, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 21, 2001

To our shareholders:

The Annual Meeting of Shareholders (the "Annual Meeting") of Marex.com,
Inc. (the "Company") will be held at the Hilton Miami Airport, 5101 Blue Lagoon
Drive, Miami, Florida 33126, on Monday, May 21, 2001, at 10:00 a.m., for the
following purposes:

(1) To elect directors of the Company, each to serve until the 2002
Annual Meeting or until his successor has been duly elected and qualified;

(2) To ratify the appointment of Arthur Andersen LLP as independent
certified public accountants of the Company for the year ending December 31,
2001;

(3) To approve an amendment to the Company's Amended and Restated
Articles of Incorporation to change the name of the Company to "Marex, Inc.";
and

(4) To transact any other business that properly comes before the
Annual Meeting or any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on March 30, 2001
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting or any adjournments or postponements thereof.

Whether or not you expect to be present, the Company requests that you
sign and date the enclosed proxy card as promptly as possible and return it in
the enclosed envelope. No postage is required if mailed in the United States.

All shareholders are cordially invited to attend the Annual Meeting.

By Order of the Board of Directors,

/s/ Kenbian A. Ng
------------------------------------------
KENBIAN A. NG, Secretary

Miami, Florida
April 16, 2001

MAREX.COM, INC.
2701 SOUTH BAYSHORE DRIVE, 5TH FLOOR
MIAMI, FLORIDA 33133

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 2001

Marex.com, Inc., a Florida corporation (the "Company"), is furnishing this
Proxy Statement to its shareholders in connection with the solicitation of
proxies to be voted at an Annual Meeting of Shareholders (the "Annual Meeting")
of the Company to be held on Monday, May 21, 2001 at 10:00 a.m. Proxies will be
used for the following purposes: (1) to elect directors of the Company, each to
serve until the 2002 Annual Meeting or until his successor has been duly elected
and qualified; (2) to ratify the appointment of Arthur Andersen LLP as
independent certified public accountants of the Company for the year ending
December 31, 2001; (3) to approve an amendment to the Company's Amended and
Restated Articles of Incorporation (the "Amended Articles of Incorporation"), to
change the name of the Company to "Marex, Inc." (the "Name Change Amendment");
and (4) to transact any other business that properly comes before the Annual
Meeting or any adjournments or postponements thereof. The approximate date on
which this Proxy Statement and accompanying form of proxy will first be sent to
the Company's shareholders is April 16, 2001.

THIS SOLICITATION IS MADE ON BEHALF OF THE COMPANY BY THE BOARD OF
DIRECTORS OF THE COMPANY (the "Board of Directors" or the "Board"). Costs of the
solicitation will be paid by the Company. The Company will reimburse banks,
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy material to shareholders.

Holders of record of Common Stock, par value $.01 per share (the "Common
Stock"), and of Series A1 Convertible Preferred Stock, par value $.01 per share
(the "Preferred Stock"), of the Company as of the close of business on March 30,
2001 are entitled to receive notice of, and to vote at, the Annual Meeting. The
outstanding Common Stock and Preferred Stock are the only classes of securities
of the Company entitled to vote at the Annual Meeting. Each share of Common
Stock entitles its holder to one vote and each share of Preferred Stock entitles
its holder to 7.69 votes. Shareholders are not permitted to cumulate their
shares for the purpose of voting. At the close of business on March 30, 2001,
there were 7,343,980 shares of Common Stock issued and outstanding and 304,693
shares of Preferred Stock outstanding.

Unless contrary instructions are indicated on the proxy, all shares
represented by valid proxies received in time to be voted at the Annual Meeting
(and not revoked before they are voted) will be voted "FOR" (i) the election of
the five (5) nominees for director recommended by the Board, (ii) the
ratification of the appointment of Arthur Andersen LLP as independent certified
public accountants of the Company for the year ending December 31, 2001, and
(iii) the Name Change Amendment. If any other business properly comes before the
Annual Meeting and is submitted to a vote of shareholders, then proxies received
by the Board of Directors will be voted in accordance with the best judgment of
the designated proxy holders. A shareholder may revoke his or her proxy at any
time before exercise by delivering to the Secretary of the Company a written
notice of such revocation, by filing with the Secretary of the Company a duly
executed proxy bearing a later date, or by voting in person at the Annual
Meeting.

Shares represented by proxies that reflect abstentions or "broker
non-votes" (i.e., shares held by a broker or nominee which are represented at
the Annual Meeting, but with respect to which such broker or nominee is not
empowered to vote on a particular proposal) will be counted as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Directors will be elected by a favorable vote of a plurality of the
shares cast at the Annual Meeting, providing a quorum is present. The five
nominees who receive the greatest number of votes cast in this manner will
become directors upon the tabulation of votes. The ratification of the
appointment of Arthur Andersen LLP as independent certified public accountants
of the Company for the year ending December 31, 2001, the Name Change Amendment,
and all other proposals which properly come before the

Annual Meeting will be approved by a favorable vote where the number of shares
voted for the proposal exceed the number of shares voted against said proposal
at the Annual Meeting, providing that a quorum is present.

The principal executive offices of the Company are located at 2701 South
Bayshore Drive, 5th Floor, Miami, Florida 33133. The Company's telephone number
is (305) 285-2003.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Company's Board is currently comprised of five directors. Directors
are elected by the shareholders at each annual meeting of shareholders to serve
until the subsequent annual meeting or until their successors are duly elected
and qualified. The Board held eight meetings and took actions four times by
unanimous written consent during 2000. No director attended fewer than 75% of
the aggregate of (i) the meetings held by the Board, and (ii) the meetings of
any Board Committee on which he served.

DIRECTORS/NOMINEES

The names of the nominees for election to the Board of Directors at the
Meeting, and certain information about them, are included below. All director
nominees have consented to serve, if elected.

Name Age Title
---- --- -----

David A. Schwedel 35 Chairman of the Board of Directors and Chief Executive Officer
Daniel F. Gallagher 54 Director (1)(2)
George Glazer 70 Director (1)(2)
Robert C. Harris, Jr. 54 Director (2)
Roger Trombino 61 Director (1)

--------------------
(1) Member of Audit Committee
(2) Member of Compensation Committee

Mr. Schwedel has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company since 1992, when he founded the Company and as
Chief Strategy Officer since January 2001. Mr. Schwedel also served as President
from 1992 until January 2001. Mr. Schwedel has over 15 years experience in the
marine industry as well as over 10 years of hands-on experience in business
development and corporate communications.

Mr. Gallagher has served as a Director of the Company since November 1997.
Since October 2000, Mr. Gallagher has served as Director Operations Development
of Genuity, Inc., an internet infrastructure services provider. From 1972 to
October 2000, Mr. Gallagher served in various management capacities and as
Assistant Vice President of Business Development for GTE Technology Corporation.

Mr. Glazer has served as a Director of the Company since February 1998.
Since 1997, Mr. Glazer has served as the President of Broadcast Media, Inc., a
public relations agency. From 1970 to 1997, Mr. Glazer served in various
management capacities and as Senior Vice President and Executive Director of
worldwide broadcast and satellite services of Hill & Knowlton, an international
public affairs and public relations firm.

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Mr. Harris has served as a Director of the Company since March 2000. Since
1997, Mr. Harris has served as Senior Managing Director at Bear, Stearns & Co.
Inc. and head of West Coast Technology Banking for the firm. From 1989 to 1997,
he was co-founder and Managing Director of Unterberg Harris, an investment
banking and money management advisory firm. Mr. Harris also co-managed the
Unterberg Harris Multimedia Fund. Mr. Harris is a member of the Board of
Directors of MDSI Mobile Data Solution, Inc., SoftNet Systems, Inc., and NBC
Internet, Inc.

Mr. Trombino has served as a Director of the Company since 1992. Mr.
Trombino is a co-founder, and has served as the Vice President since 1996, of
Independent Purchasing Cooperative, Inc., a buying organization which services
Subway fast food franchises. Prior to that, he was an independent business
consultant for ten years.

BOARD COMMITTEES

The functions of the Audit Committee of the Board and its activities
during fiscal 2000 are described below under the heading Report of the Audit
Committee. The Audit Committee held four meetings during 2000. The Audit
Committee is currently comprised of Messrs. Gallagher, Glazer and Trombino
(Chairman).

The Compensation Committee of the Board (the "Compensation Committee")
reviews and approves the compensation and benefits for the Company's key
executive officers, administers the Company's employee benefit plans and makes
recommendations to the Board regarding such matters. The Compensation Committee
held three meetings during 2000. The Compensation Committee is currently
comprised of Messrs. Gallagher, Glazer (Chairman) and Harris.

The Board of Directors does not have a nominating committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No officer, former officer, employee or former employee served as a member
of the Compensation Committee during 2000. No interlocking relationship exists
between the Board or Compensation Committee and the board of directors or
compensation committee of any other company, nor has any such interlocking
relationship existed in the past.

DIRECTOR COMPENSATION

Directors do not receive any cash fees for their service on the Board or
any Board Committees, but are entitled to reimbursement of all reasonable
out-of-pocket expenses incurred in connection with their attendance at Board and
Board Committee meetings. They are also eligible for participation in the
Company's Amended and Restated 1997 Stock Option Plan and the Company's 1996
Incentive Stock Option Plan, as described below. Messrs. Gallagher, Glazer,
Harris and Trombino have each been granted 150,000 options for their initial
appointment as directors and an additional 150,000 options on January 2001. With
the exception of 150,000 options issued to Mr. Harris at an exercise price below
the quoted market price, the stock options were issued at an exercise price that
is the greater of one dollar per share, the fair market value of the Common
Stock on the date of grant or the book value per share on the date of grant.
Stock options granted to directors generally vest over a four-year period.

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINATED DIRECTORS

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 30, 2001, certain information
known by the Company with respect to the ownership of shares of capital stock of
the Company as to (i) all persons who are beneficial owners of more than 5% of
any class of capital stock of the Company, (ii) each director of the Company,
(iii) each executive officer of the Company, and (iv) the directors and
executive officers of the Company as a group. The percentage ownership is based
on 7,343,980 shares of Common Stock and 304,693 shares of Preferred Stock
outstanding as of March 30,

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2001. Options to purchase shares of Common Stock which are exercisable within 60
days of March 30, 2001 are deemed beneficially owned and outstanding for the
purpose of computing the percentage ownership of the person holding such
options, but are not deemed outstanding for computing the percentage ownership
of any other person. As a result, the percentage of outstanding shares of any
person shown in the following table may not reflect the person's actual voting
power.

Amount of Beneficial Ownership of
Common Stock
-----------------------------------------
Total Shares Percentage of
Name of Beneficial Owner Beneficially Owned Outstanding Shares
------------------------ ------------------ ------------------

David A. Schwedel(1) 2,809,000(2) 33.1%

Michelle M. Miller(1) 135,000(3) 1.8%

Kenbian A. Ng(1) 76,000(4) 1.0%

Daniel F. Gallagher(1) 180,000(5) 2.4%

George Glazer(1) 180,000(5) 2.4%

Robert C. Harris, Jr.(1) 115,000(6) 1.5%

Roger Trombino(1) 180,000(5) 2.4%

All executive officers and directors (7 persons) 3,675,000(7) 39.4%

5% SHAREHOLDERS:

Brown Simpson Partners I, Ltd. 1,538,462(8) 17.3%
Brown Simpson Asset Management, LLC
152 West 57th Street, 40th Floor
New York, New York 10029

Clifford Grossman 645,744(9) 8.8%
550 Brickell Avenue, Penthouse 2
Miami, FL 33131

Genmar Holdings, Inc. 1,595,927(10) 17.9%
2900 IDS Center
80 South Eight Street
Minneapolis, MN 55402

Marshall Marex L.P. 384,615(11) 5.2%
901 North Third Street
Minneapolis, MN 55401

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

(1) Address is c/o the Company's principal offices at 2701 South Bayshore
Drive, 5th Floor, Miami, Florida 33133.
(2) Includes (i) fully vested options held by Mr. Schwedel to purchase
1,145,000 shares of Common Stock, (ii) warrants issued to DAS Consulting,
Inc., a corporation wholly owned by David Schwedel, exercisable at any
time for 3,000 shares of Common Stock and (iii) 1,659,000 shares held by
DAS Family Holdings, L.P., a Delaware limited partnership whose
partnership interests are owned by Mr. Schwedel's living trust.
(3) Consists of fully vested options to purchase 135,000 shares of Common
Stock.
(4) Consists of fully vested options to purchase 76,000 shares of Common
Stock.
(5) Consists of fully vested options to purchase 180,000 shares of Common
Stock.
(6) Includes fully vested options to purchase 90,000 shares of Common Stock.

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(7) Consists of fully vested options to purchase 1,986,000 shares of Common
Stock and warrants exercisable at any time for 3,000 shares of Common
Stock.
(8) Consists of 200,000 shares of Preferred Stock that are convertible into
1,538,462 shares of Common Stock.
(9) Based on information contained in a schedule 13G filed with the SEC on
March 29, 2001, Mr. Grossman has sole power to vote and dispose of
645,744 shares of Common Stock including, 183,244 shares owned by CG
Capital Corp., 288,000 shares owned by CG Delaware Holdings, L.P., and
1,000 shares owned by DAS Delaware Ventures Limited Partnership. Mr.
Grossman is also the trustee with respect to 68,000 shares of Common
Stock held by various trusts, and claims no pecuniary interest in such
shares.
(10) Includes (i) fully vested options to purchase 1,442,081 shares of Common
Stock and 20,000 shares of Preferred Stock that are convertible into
153,846 shares of Common Stock. Additional warrants to purchase 1,495,256
shares of Common Stock will be issued to Genmar on April 26, 2001, or
earlier upon the occurrence of certain events. At no time shall Genmar
exercise any warrants if such exercise will result in Genmar holding in
excess of 19.9% of the outstanding Common Stock of the Company, except
upon the occurrence of a change in control.
(11) Includes 2,943 shares of Preferred Stock that are convertible into 22,638
shares of Common Stock.

Amount of Beneficial Ownership of
Preferred Stock
-----------------------------------------
Total Shares Percentage of
Name of Beneficial Owner Beneficially Owned Outstanding Shares
------------------------ ------------------ ------------------

Brown Simpson Partners I, Ltd. (1) 200,000 65.6%
Brown Simpson Asset Management, LLC
152 West 57th Street, 40th Floor
New York, NY 10029

LB I Group, Inc. (1) 35,000 11.5%
c/o Lehman Brothers, Inc.
3 World Financial Center
New York, NY 10285

Royal Bank of Canada(1) 46,750 15.3%
c/o RBC Dominion Securities
One Liberty Plaza - 2nd Floor
165 Broadway
New York, NY 10006

Genmar Holdings, Inc. (1) 20,000 6.6%
2900 IDS Center
80 South Eight Street
Minneapolis, MN 55402

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

(1) In no event shall any Preferred Stock holder have the right or be
required to convert shares of Series A1 Preferred Stock if as a result of
such conversion the aggregate number of shares of Common Stock
beneficially owned by such holder and its affiliates would exceed 4.99%
of the outstanding shares of the Common Stock following such conversion.
The restriction can be waived by the holder by providing written notice
of the waiver to the Company at least sixty-five days prior to the
effective date of the waiver.

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SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company believes that during 2000 all filing requirements applicable
to the officers, directors and beneficial 10% shareholders of the Company under
Section 16(a) of the Securities Exchange Act of 1934, were complied with.

REPORT OF THE AUDIT COMMITTEE

In accordance with its written charter adopted by the Board of Directors
on May 25, 2000, the Audit Committee assists the Board of Directors in
fulfilling its responsibility for oversight of the quality and integrity of the
accounting, auditing and financial reporting practices of the Company. The Audit
Committee relies on the work and assurances of the Company's management, which
is responsible for the financial statements and the financial reporting process,
and of the independent auditors whose report expresses an opinion on the
conformity of the Company's audited financial statements to accounting
principles generally accepted in the United States. The Audit Committee Charter
is included as Exhibit A to this Proxy Statement.

The Audit Committee reviewed and discussed the Company's financial
statements with management and the independent auditors prior to their issuance.
Management advised the Audit Committee that the Company's financial statements
were prepared in accordance with accounting principles generally accepted in the
United States. The Audit Committee also discussed with the independent auditors
the matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).

The Audit Committee received from the independent auditors the written
disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and discussed with the
independent auditors their independence from Marex and its management. The Audit
Committee has also considered whether the independent auditors' provision of
non-audit services to the Company is compatible with the auditors' independence.
Based on the work described above, the Audit Committee confirmed the
independence of the Company's auditors.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board of Directors has
approved, that the Company's audited financial statements be included in its
Annual Report on Form 10-K for the fiscal year ended December 31, 2000, for
filing with the Securities and Exchange Commission.

AUDIT COMMITTEE

Roger Trombino (Chairman)

Daniel F. Gallagher

George Glazer

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REPORT OF THE COMPENSATION COMMITTEE

The executive compensation program of Marex.com, Inc. is designed to: (i)
attract and retain high-performing executives; (ii) focus executives on
increasing shareholder value by awarding them stock-based compensation directly
linked to improvements in shareholder return; (iii) compensate executives based
on the Company's performance relative to its competitors and improvements in the
Company's performance over time; and (iv) create a performance-oriented
environment in which executives can earn increased levels of compensation by
achieving superior annual and long-term business results.

The compensation program for executive officers consists of three
principal elements: (i) salaries; (ii) discretionary bonuses; and (iii) stock
options. The compensation program is designed to set total compensation
opportunity (salary, annual bonus and stock options) at a level that is
competitive with the median level of total compensation paid to similarly
positioned executives at comparable companies. The Compensation Committee
believes that this three-part approach best serves the interest of the Company
and its stockholders. It enables the Company to meet the requirements of the
highly competitive environment in which it operates in while ensuring the
achievement of short-term and long-term goals.

SALARIES - The Compensation Committee reviews salaries annually. Salaries
are based on the competitive marketplace for comparable jobs. Individual
salaries are determined by the Compensation Committee after evaluating the
executive's experience, level and scope of responsibility within the Company,
and individual performance.

BONUS - Annual discretionary bonus opportunities induce executive officers
to achieve financial and strategic goals, which are directly linked with the
development of the Company. Under the bonus plan, the Compensation Committee
determines the amount of the bonus based on the achievement of financial and
strategic goals and other relevant factors. Among factors to be considered by
the Compensation Committee is the recommendation of the Chief Executive Officer
with respect to the compensation of the Company's key executive officers.

STOCK OPTIONS - The Company awards stock options to better align the
interests of its executive officers with those of its shareholders in increasing
shareholder value. Stock options are granted at no less than 100% of the fair
market value of the Company's Common Stock on the date of grant and vest over a
four-year period. Because stock options provide value only in the event of share
price appreciation, the Compensation Committee believes stock options represent
an important component of the Company's executive compensation program.

The Company's Chief Executive Officer's annual salary was increased
pursuant to an employment agreement that was effective January 1, 1999. In
addition to the annual salary, the Compensation Committee determined the bonus
payment for 2000 based on the successful completion of $42 million in equity
financing, the launch of the Company's e-commerce products, development of key
strategic relationships and other initiatives that will result in future
increases in shareholder value.

COMPENSATION COMMITTEE

George Glazer (Chairman)

Daniel F. Gallagher

Robert C. Harris, Jr.

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EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

The Company's executive officers who are not Directors are as follows:

Name Age Title
---- --- ------

Michelle M. Miller 34 President and Chief Operating Officer

Kenbian A. Ng 33 Chief Financial Officer, Secretary and
Treasurer

Ms. Miller has served as the Chief Operating Officer of the Company since
October 1999 and as President since January 2001. From 1997 to 1999, Ms. Miller
served as senior vice president of Americap LLC, a private equity firm. From
1992 to 1997, Ms. Miller held various management capacities with such companies
as Apple Computers, Inc., Columbia Spectrum Management and Friedman, Billings,
Ramsey & Co., Inc.

Mr. Ng has served as the Chief Financial Officer of the Company since
March 1999 and as Secretary and Treasurer since May 2000. From 1997 to 1998, Mr.
Ng served as the Corporate Controller and most recently as the Chief Financial
Officer of Ezcony Interamerica, Inc., a publicly traded distribution company.
From 1992 to 1997, Mr. Ng was an associate with the accounting firm of Arthur
Andersen LLP.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following is the aggregate annual remuneration of the Company's
executive officers for the lesser of: (i) the last three fiscal years, or (ii)
the executive officer's tenure with the Company.

Long-Term Compensation
---------------------------------
Annual Compensation Awards Payouts
--------------------------------- ------------------- --------
Securi-
Other ties
Annual Restricted Under-
Compen- Stock lying LTIP All Other
Name and Salary Bonus sation Award(s) Options Payouts Compensation
Principal Position Year ($) ($) ($)(1) ($) (#) ($) ($)
------------------ ---- ------- ------- -------- ---------- ------- ------- -------------

David A. Schwedel 2000 160,000 840,000 -- -- -- -- --
Chief Executive 1999 130,000 165,000 -- -- 230,000 -- --
Officer 1998 75,000 -- -- -- -- -- --

Michelle M. Miller 2000 178,385 44,596 -- -- -- -- --
President and Chief 1999 39,981 19,663 -- -- 225,000 -- 35,000(2)
Operating Officer

Kenbian A. Ng 2000 139,411 34,853 -- -- -- -- --
Chief Financial 1999 80,385 39,583 -- -- 95,000 -- --
Officer, Secretary
and Treasurer

Timothy W. Richardson 2000 74,250 -- -- -- -- -- 127,240(3)
Chief Information 1999 86,308 42,213 -- -- 200,000 -- 35,750(4)
Officer

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

(1) Personal benefits received do not exceed $50,000 or 10% of such officer's
salary and bonus for the years reported.

(2) Consists of a sign on bonus.

(3) Mr. Richardson served as Chief Information Officer of the Company from
June 1999 to June 2000. Amount is comprised of severance payments.

(4) Consists of a relocation allowance.

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OPTION GRANTS IN LAST FISCAL YEAR

The Company's executive officers were not granted options during the year
ended December 31, 2000.

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

The following table provides information about the number of aggregated
option exercises during the last fiscal year and value of options held by the
Company's executive officers at December 31, 2000:

Number of Securities Underlying Value of Unexercised
Shares Unexercised Options At In-the-Money Options
Acquired Fiscal Year-End(#) At Fiscal Year-End ($)(1)
on Value ------------------------------- -------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------

David A. Schwedel -- -- 1,010,000 90,000 $1,607,400 $ 138,300
Michelle M. Miller -- -- 90,000 135,000 -- --
Kenbian A. Ng -- -- 38,000 57,000 -- --
Timothy W. Richardson (2) 2,700 3,966 117,300 -- -- --

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

(1) The option value is calculated based on the difference between the fair
market value of the shares on December 31, 2000, which was $2.88 per
share, and the option exercise price.

(2) Mr. Richardson served as Chief Information Officer of the Company from
June 1999 to June 2000.

EMPLOYMENT CONTRACTS

David A. Schwedel, Chief Executive Officer, has an employment agreement
with the Company effective on January 1, 1999. Under the agreement, the Company
will pay Mr. Schwedel a minimum annual salary of $160,000 and $225,000 during
the years ended December 31, 2000 and 2001, respectively, and a minimum annual
salary of $265,000 during each of the years ended December 31, 2002, 2003 and
2004. In the event that he is terminated without cause, Mr. Schwedel will
receive his base salary, benefits, vesting of outstanding stock options through
December 31, 2004 and a bonus amount pro-rated for the current year of
employment. Upon a change in control, Mr. Schwedel is entitled to a lump sum
payment equal to $600,000 after deducting applicable income and payroll taxes.
Following a change in control, if Mr. Schwedel's employment is terminated
without cause or for good reason, the Company shall pay to Mr. Schwedel a bonus
amount pro-rated for the current year of employment and a lump sum payment equal
to three times the prior year's total cash compensation including the value of
fringe benefits. All of Mr. Schwedel's options shall vest immediately upon a
change in control.

The other executive officers entered into renewable one-year employment
agreements with the Company on April 26, 2000. In the event that an executive
officer is terminated without cause, the executive officer is entitled to
receive base salary and benefits for a period of twelve months and a bonus
payment equivalent to the pro-rated amount received during the previous year of
employment. In addition, 50% of unvested stock options become immediately
vested. Upon a change in control, all options outstanding shall become
immediately vested.

STOCK OPTION PLANS

1996 INCENTIVE STOCK OPTION PLAN. The Company's 1996 Incentive Stock
Option plan, as amended, allows the Company to issue, in the aggregate, options
for up to 900,000 shares of the Company's Common Stock to selected employees.
The options may be exercised at a price that is the greater of one dollar per
share, the fair market value of the Common Stock on the date of grant, or the
book value per share on the date of grant. Each option is 100% vested as of the
date of the grant and expires on the fifth anniversary of the date of grant
unless terminated earlier. As of March 30, 2001, 710,000 options had been
awarded and were outstanding under the 1996 Incentive Stock Option Plan.

AMENDED AND RESTATED 1997 STOCK OPTION PLAN. The Company's Amended and
Restated Plan, allows the Company to issue, in the aggregate, options for up to
4,000,000 shares of the Company's Common Stock to selected employees, directors
or consultants of the Company. The options may be exercised at a price that is
the greater of

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thirty-three cents per share, the fair market value of the Common Stock on the
date of grant or the book value per share on the date of grant. In general,
options have been issued with vesting terms of 4 to 5 years and expire 5 years
after date of grant. As of March 30, 2001, 3,663,900 options had been awarded
and 3,258,700 options were outstanding under the Amended and Restated 1997
Incentive Stock Option Plan.

PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on
the Company's Common Stock between February 4, 1998 (the date the Company's
Common Stock commenced public trading) and December 31, 2000, with the
cumulative total shareholder return of companies comprising the Nasdaq Stock
Market (U.S.) Index and the JP Morgan Hambrecht & Quist Internet Index. The
graph assumes an initial investment of $100 and reinvestment of all dividends.

COMPARISON OF 35-MONTH CUMULATIVE TOTAL RETURN*
AMONG MAREX.COM, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE JP MORGAN HAMBRECHT & QUIST INTERNET INDEX

Year Ended Year Ended Year Ended
February 4, December 31, December 31, December 31,
Company/Index 1998 1998 1999 2000
------------- ----------- ------------ ------------ ------------

Marex.com, Inc. $100 $659 $531 $172

Nasdaq Stock Market (U.S.)
Index 100 132 245 147

JP Morgan Hambrecht & Quist
Internet Index 100 219 758 292

* Reflects $100 invested on February 4, 1998 in Marex.com, Inc. stock
and each index, including reinvestment of dividends.

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

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PROPOSAL NO. 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

The Audit Committee has the responsibility to recommend to the Board
annually, and at other appropriate times, the selection, retention or
termination of the Company's independent certified public accountants. The Audit
Committee has appointed Arthur Andersen LLP to audit and express an opinion on
the Company's financial statements for 2001, and this firm has advised the
Company that it is willing to serve. The Board has approved this appointment,
and the shareholders are being asked to ratify this selection. Representatives
of Arthur Andersen LLP are expected to be present at the Annual Meeting, will
have the opportunity to make a statement at the Annual Meeting if they desire to
do so and are expected to be available to respond to appropriate questions.

AUDIT FEES

The aggregate fees billed for professional services rendered by Arthur
Andersen LLP for its audit of the Company's annual financial statements for the
year ended December 31, 2000 and for its reviews of unaudited quarterly
financial statements contained in the reports on Form 10-Q filed by the Company
during the year amounted to $45,500.

ALL OTHER FEES

The aggregate fees billed for all services rendered by Arthur Andersen LLP
other than the audit fees described above, during the year ended December 31,
2000 amounted to $530,718. Arthur Andersen LLP did not provide any financial
systems design or implementation fees during the year. The Company's Audit
Committee considered whether Arthur Andersen LLP's provision of such
non-audit-related services was compatible with maintaining the independence of
Arthur Andersen LLP and concluded that it was compatible with maintaining such
independence.

THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT
OF ARTHUR ANDERSEN LLP

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

PROPOSAL NO. 3

APPROVAL OF AN AMENDMENT TO THE AMENDED AND
RESTATED ARTICLES OF INCORPORATION OF THE COMPANY
TO CHANGE THE NAME OF THE COMPANY

The Board of Directors of the Company has unanimously approved and
directed that there be submitted to stockholders for their approval an amendment
to Article I of the Amended Articles of Incorporation to change the name of the
Company to "Marex, Inc." To effect such a change, Article I of the Company's
Amended Articles of Incorporation will be amended to read in its entirety as
follows:

"ARTICLE I

NAME AND ADDRESS

The name of this Corporation is Marex, Inc. and its principal place of
business is 2701 South Bayshore Drive, 5th Floor, Miami, FL 33133."

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The Name Change Amendment, if approved by stockholders, will become
effective on the date the Name Change Amendment is filed with the Secretary of
the State of Florida. The Company anticipates the filing to effect the Name
Change Amendment will be made as soon after the Annual Meeting as practicable.

The Board of Directors has determined that a change in the Company's name
is advisable due to the Company's emphasis on providing e-commerce solutions for
marine industry participants. The name change will not affect the validity of
currently outstanding stock certificates. The Company's current shareholders
will not be required to surrender or exchange any stock certificates that they
now hold and should not send such certificates to the Company or its transfer
agent.

THE BOARD RECOMMENDS A VOTE FOR THE NAME CHANGE AMENDMENT

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

SHAREHOLDER PROPOSALS

As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the annual meeting other than the
items referred to above. If any other matter is properly brought before the
meeting for action by shareholders, proxies in the enclosed form returned to the
Company will be voted in accordance with the recommendation of the Board of
Directors or, in the absence of such a recommendation, in accordance with the
judgment of the proxy holder.

Under the Company's bylaws, no business may be brought before an annual
meeting unless it is specified in the notice of the meeting (which includes
shareholder proposals that the Company is required to include in its proxy
statement pursuant to Rule 14a-8 under the Exchange Act) or is otherwise brought
before the meeting by or at the discretion of the Board or by a shareholder
entitled to vote who has delivered notice to the Company (containing certain
information specified in the bylaws) not less than 60 or more than 90 days prior
to the meeting date. These requirements are separate from and in addition to the
Securities and Exchange Commission's requirements that a shareholder must meet
in order to have a shareholder proposal included in the Company's proxy
statement.

Shareholders interested in submitting a proposal for inclusion in the
proxy materials for the Company's annual meeting of shareholders in 2002 may do
so by following the procedures prescribed in Rule 14a-8. To be eligible for
inclusion, shareholder proposals must be received by the Company's Corporate
Secretary no later than December 16, 2001. All proposals and nominations should
be directed to the Corporate Secretary, Marex, Inc., 5835 Blue Lagoon Drive, 4th
Floor, Miami, Florida 33126. It is urged that any shareholder proposals or
nominations be sent certified mail, return-receipt requested.

ANNUAL REPORT

The Company's 2000 Annual Report to shareholders, including financial
statements for the year ended December 31, 2000, is being distributed to all
shareholders of the Company together with this Proxy Statement, in satisfaction
of the requirements of the SEC. Additional copies of such report are available
upon request. Such requests should be directed to Investor Relations, Marex,
Inc., 5835 Blue Lagoon Drive, 4th Floor, Miami, Florida 33126.

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OTHER MATTERS

The Company is not aware of any matters that may be presented for action
by the shareholders at the Annual Meeting other than those set forth above. If
any other matter shall properly come before the Annual Meeting, the persons
named in the accompanying form of proxy intend to vote thereon in accordance
with their best judgment.

SHAREHOLDERS ARE URGED TO IMMEDIATELY MARK, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED, TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.

By Order of the Board of Directors,

/s/ Kenbian A. Ng
------------------------------------------
KENBIAN A. NG, Secretary

April 16, 2001
Miami, Florida

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APPENDIX A

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
OF MAREX.COM, INC.

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors of Marex.com, Inc. (the "Company") in fulfilling its oversight
responsibilities by reviewing the financial information which will be provided
to the shareholders and others, the systems of internal controls which
management and the Board of Directors have established and the audit process.
The independent auditor is ultimately accountable to the Audit Committee and the
Board of Directors, as representatives of the shareholders. The Audit Committee
and the Board of Directors have the ultimate authority and responsibility to
select, evaluate and, where appropriate, replace the independent auditor (or to
nominate the independent auditor to be proposed for shareholder approval in any
proxy statement).

The Audit Committee will fulfill these responsibilities by carrying out
the activities enumerated in Sections III-VI of this Charter.

II. COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee shall consist of at least three directors, all of whom
have no relationship to the Company that may interfere with the exercise of
their independence from management and the Company, as determined by the Board
of Directors. Each member of the Audit Committee shall be able to read and
understand fundamental financial statements, including a company's balance
sheet, income statement and cash flow statement. At least one member of the
Audit Committee shall have past employment experience in finance or accounting,
requisite professional certification in accounting, or any other comparable
experience or background which results in the individual's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities.

The members of the Audit Committee shall be elected by the Board of
Directors. Unless a Chair is elected by the full Board of Directors, the members
of the Audit Committee may designate a Chair by majority vote of the full Audit
Committee membership. The duties and responsibilities of a member of the Audit
Committee are in addition to those duties of such member as a member of the
Board of Directors.

Notwithstanding the judgment of the Board of Directors, the following
persons shall not be considered independent:

(a) a director who is employed by the Company or any of its
affiliates for the current year or any of the past three
years;

(b) a director who accepted any compensation from the Company or
any of its affiliates in excess of $60,000 during the previous
fiscal year, other than compensation for board service,
benefits under a tax-qualified retirement plan, or
non-discretionary compensation;

(c) a director who is a member of the immediate family of an
individual who is, or has been in any of the past three years,
employed by the Company or any of its affiliates as an
executive officer. Immediate family includes a person's
spouse, parents, children, siblings, mother-in-law,
father-in-law, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, and anyone who resides in such person's home;

(d) a director who is a partner in, or a controlling shareholder
or an executive officer of, any for-profit business
organization to which the Company made, or from which the
Company received, payments (other than those arising solely
from investments in the Company's securities) that exceed 5%
of the Company's or business organization's consolidated gross
revenues for that year, or $200,000, whichever is more, in any
of the past three years;

(e) a director who is employed as an executive of another entity
where any of the Company's executives serve on that entity's
compensation committee.

Each member of the Audit Committee shall meet the independence
requirement; provided that one director who is not independent as defined above,
and is not a current employee or an immediate family member of an employee, may
be appointed to the Audit Committee, if the Board of Directors, under
exceptional and limited circumstances, determines that membership on the Audit
Committee by the individual is required by the best interests of the Company and
its shareholders, and the Board of Directors discloses, in the next annual proxy
statement subsequent to such determination, the nature of the relationship and
the reasons for that determination.

III. CONTINUOUS ACTIVITIES - GENERAL

The Audit Committee shall:

1. Provide an open avenue of communication between the
independent auditor, management and the Board of Directors.

2. Meet at least once each year, or more frequently as
circumstances require. The Audit Committee may ask members of
management or others to attend meetings and provide pertinent
information as necessary.

3. Confirm and assure the independence of the independent
auditor. With respect to the independence of the independent
auditor, the Audit Committee shall:

(a) Ensure that the independent auditor submits on a
periodic basis to the Audit Committee a formal
written statement delineating all relationships
between the independent auditor and the Company,
consistent with Independence Standards Board Standard
No. 1, as may be modified or supplemented;

(b) Actively engage in a dialogue with the independent
auditor with respect to any disclosed relationships
or services that may impact the objectivity and
independence of the independent auditor; and

(c) Take, or recommend that the Board of Directors take,
appropriate action to oversee the independence of the
independent auditor.

4. Instruct the independent auditor that the Board of Directors
and the Audit Committee are the independent auditor's clients.

5. Review with the independent auditor and management the
coordination of audit efforts to assure completeness of
coverage, reduction of redundant efforts, and the effective
use of audit resources.

6. Inquire of management and the independent auditor about
significant risks or exposures and assess the steps management
has taken to minimize such risk to the Company.

7. Consider and review with the independent auditor:

(a) The adequacy of the Company's internal controls
including computerized information system controls
and security; and

(b) Related findings and recommendations of the
independent auditor together with management's
responses.

8. Consider and review with management and the independent
auditor:

(a) Significant findings during the year, including the
status of previous audit recommendations;

(b) Any difficulties encountered in the course of audit
work including any restrictions on the scope of
activities or access to required information; and

9. Report periodically to the Board of Directors on significant
results of the foregoing activities.

IV. CONTINUOUS ACTIVITIES - REPORTING SPECIFIC POLICIES

The Audit Committee shall:

1. Advise financial management and the independent auditor that
they are expected to provide a timely analysis of significant
current financial reporting issues and practices including the
following:

(a) Selection of new or changes to accounting policies;

(b) Estimates, judgments and uncertainties;

(d) Accounting policies relating to significant financial
statement items, including the timing of transactions
and the period in which they were recorded.

2. Provide that management and the independent auditor discuss
with the Audit Committee their qualitative judgments about the
appropriateness, not just the acceptability, of accounting
principles and financial disclosure practices used or proposed
to be adopted by management and, particularly, about the
degree of aggressiveness or conservatism, as the case may be
of its accounting principles and underlying estimates.

V. SCHEDULED ACTIVITIES

The Audit Committee shall:

1. Recommend the selection of the independent auditor for
approval by the Board of Directors and, review the
compensation of the independent auditor and review and approve
the discharge of the independent auditor.

2. Consider, in consultation with the independent auditor, the
audit scope and plan of the independent auditor.

3. Review with management and the independent auditor the results
of annual audits.

4. Review annual filings with the SEC and other published
documents containing the Company's financial statements and
consider whether to recommend to the Board of Directors that
the audited financial statements be included in the Company's
Annual Report on Form 10-K for filing with the SEC.

19
5. Review the interim financial reports with management and the
independent auditor before those interim reports are released
to the public or filed with the SEC or other regulators.

6. Review any policies of the Company relating to compliance with
the federal securities law and rules relating to financial
record keeping and accounting.

7. Describe in the Company's annual proxy statement the Audit
Committee's composition and responsibilities.

8. Include a report in the Company's annual proxy statement
stating whether:

(a) The Audit Committee reviewed and discussed the
audited financial statements with management;

(b) The Audit Committee has discussed with the
independent auditors the matters required to be
discussed by SAS 61 (as set forth in Article IV
hereof), as may be modified or supplemented;

(c) The Audit Committee has received the written
disclosures and the letter from the independent
auditor required by Independence Standards Board
Standard No. 1, as may be modified or supplemented,
and has discussed with the independent auditor the
independent auditor's independence; and

(d) Based on the review and discussions referred to in
paragraphs 8(a) through 8(c), the Audit Committee
recommended to the Board of Directors that the
audited financial statements be included in the
Company's Annual Report on Form 10-K for the last
fiscal year for filing with the SEC.

9. Arrange for the independent auditor to be available to the
full Board of Directors at least annually to help provide a
basis for the Board of Directors to recommend the appointment
of the independent auditor.

10. Review and update this Audit Committee Charter annually.

11. Ensure that the Company attaches the Audit Committee Charter
as part of the Company's proxy statement once every three
years.

VI. "WHEN NECESSARY" ACTIVITIES

The Audit Committee shall:

1. Review and approve requests for any management consulting
engagement to be performed by the independent auditor and be
advised of any other study undertaken at the request of
management that is beyond the scope of the audit engagement
letter.

2. Review periodically with the Company's counsel, legal and
regulatory matters that may have a material impact on the
Company's financial statements, compliance policies and
programs.

3. Conduct or authorize investigations into any matters within
the Audit Committee's scope of responsibilities. The Audit
Committee shall be empowered to retain independent counsel and
other professionals to assist in the conduct of any
investigation.

4. Perform any other activities consistent with this Charter, the
Company's Articles of Incorporation or Bylaws, and governing
law, as the Audit Committee or the Board of Directors deems
necessary or appropriate.

PROXY

MAREX.COM, INC.
ANNUAL MEETING OF SHAREHOLDERS--MAY 21, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of MAREX.COM, INC. does hereby nominate,
constitute and appoint David A. Schwedel and Kenbian A. Ng, the true and lawful
proxies, agents and attorneys of the undersigned, with full power of
substitution, to vote for the undersigned all of the Common Stock or Preferred
Stock of said corporation standing in the name of the undersigned at the close
of business on March 30, 2001 at the Annual Meeting of Shareholders to be held
at the Hilton Miami Airport, 5101 Blue Lagoon Drive, Miami, Florida 33126, on
May 21, 2001 at 10:00 a.m. or at any adjournment or postponement thereof, with
all of the powers which would be possessed by the undersigned if personally
present as follows on the reverse side.

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

SEE REVERSE SIDE SEE REVERSE SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE

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

[X] Please mark your votes as indicated in this example

IF NO CONTRARY INSTRUCTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
DIRECTOR NOMINEES AND FOR THE PROPOSALS.

1. Election of Directors. 3. Proposal to approve an amendment to the Company's
Amended and Restated Articles of Incorporation to
Nominees: change the name of the Company to Marex, Inc.

David A. Schwedel FOR AGAINST ABSTAIN
Daniel F. Gallagher [ ] [ ] [ ]
George Glazer
Robert C. Harris, Jr.
Roger Trombino 4. In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
[ ] For all nominees except as marked before the meeting.

[ ] Withhold authority to vote for all nominees NOTE: Please sign name exactly as your name (or names)
listed appears hereon. When signing as attorney,
executor, administrator, trustee or guardian
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, please give full title. If more than one trustee,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME. all should sign. All joint owners must sign.

2. Proposal to ratify the appointment of Arthur Andersen
LLP as independent certified public accountants for Signature: Date:
the year ending December 31, 2001. ----------------------- -------------

Signature: Date:
----------------------- --------------
FOR AGAINST ABSTAIN
[ ] [ ] [ ] PLEASE FILL IN, DATE, SIGN AND MAIL THIS
PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.