Fill and Sign the Atampampt Jumps After Elliott Takes 3 Billion Stake Sees Stock at 60 Form

PROPOSAL NO. 2 - PURCHASE BY THE COMPANY OF ITS STOCK The Board of Directors of the Company is considering allowing those stockholders who own less than 500 shares of the Company's Common Stock, par value $.40 per share (the "Common Stock"), the opportunity to sell all of their shares to the Company. As one of the factors entering into its deliberations, the Board would like to obtain the opinion of its Stockholders on this proposal. While the opinion of the Company's stockholders is important to the Board in coming to a decision on any purchase by the Company of its Common Stock, the stockholders, action would not be determinative and the Board has reserved the right to act contrary to the opinion expressed by the stockholders in response to this solicitation. Background The ability of the Company's stockholders owning less than 500 shares of the Company's Common Stock to sell their shares has historically been severely restricted due to the limited trading in the Company's Com mon Stock. This difficulty has been substantially increased as a result of the recent delisting of the Company's Common Stock from the NASDAQ SmallCap Market of the National Association of Securities Dealers, Inc. The Board has been advised by various stockholders that they have been unable to find readily available buyers of the Company's stock in lots of less than 500 shares. In addition, any sale by a stockholder of shares of the Company's Common Stock necessarily incurs brokerage commissions and other expenses which substantially reduce to those stockholders selling less than 500 shares any financial benefit being realized from selling the Company's Common Stock. By offering to purchase the shares held by these stockholders, the Company would be offering to these stockholders a one-time opportunity to readily sell their shares without paying any brokerage commissions or other expenses in connection with the sale of such securities. Nature of any Purchase Offer The offer to purchase the Company's Common Stock being considered by the Board would be made only to those stockholders owning less than 500 shares of the Company's Common Stock and would be voluntary in nature; that is, the stockholder could elect to sell or not to sell his or her stock; however, stockholders electi ng to sell their stock would be required to sell all of their shares, not just part of their holdings. The price that would be paid for each share and the period of any such offer would be established by the Board of Directors if it should decide to proceed with the offer. The Board presently has made no determination of such price or period or of the bases for determining any price or offer period. The price range for the Company's Common Stock on April 15, 1994, as reported on the National Quotation Bureau Incorporated, was a high and low bid price of 1-3/8 and 1, respectively, and a high and low asked price of 2-1/8 and 1-7/8, respectively. Information presently available to the Company shows that, as of March 9, 1994, there were 701 stockholders of the Company's Common Stock, of which a total of 56,052 shares of the Company's Common Stock are held by 591 stockholders holding less than 500 shares of the Company's Common Stock. If the Company were to purchase such number of shares which reduced the number of the Company's stockholders to less than 500, the Company would, under the present circumstances, become exempt from the financial reporting requirements of the United States securities laws. If the Company were to purchase all of stockholdings below 500 shares, the Company would effectively become a company. Vote Required Since this proposal is in the nature of obtaining the opinion of the stockholders to any possible purchase by the Company of its Common Stock, there is no required affirmative vote. As previously noted, while the opinion of the Company's stockholders is important to the Board in coming to a decision on any purchase by the Company of its Common Stock, the stockholders, action would not be determinative and the Board has reserved the right to act contrary to the opinion expressed by the stockholders in response to this solicitation. Recommendation of Board of Directors The Company's Board of Directors makes no recommendation on this proposal. CSM Environmental System, Inc. 5/3/94