UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14A

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant  |X|

Filed by a Party other than the Registrant  | |

Check the appropriate box:

|X|   Preliminary Proxy Statement.       | |   CONFIDENTIAL, FOR USE OF THE
| |   Definitive Proxy Statement.              COMMISSION ONLY (AS PERMITTED BY
| |   Definitive Additional Materials.         RULE 14a-6(e)(2))
| |   Soliciting Material Pursuant to
      Section 240.14a-11(c) or Section
      240.14a-12

                                BNS HOLDING, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (check the appropriate box):

|X|   No fee required.

| |   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

      (1)   Title of each class of securities to which transaction applies:

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

      (2)   Aggregate number of securities to which transaction applies:

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

      (3)   Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):

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

      (4)   Proposed maximum aggregate value of transaction:




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

      (5)   Total fee paid:

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

| |   Fee paid previously with preliminary materials.

| |   Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
      paid previously. Identify the previous filings by registration statement
      number, or the Form or Schedule and the date of its filing.

      (1)   Form, Schedule or Registration Statement No.:

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

      (2)   Form, Schedule or Registration Statement No.:

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      (3)   Filing Party:

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      (4)   Date Filed:

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                                BNS HOLDING, INC.
                         25 Enterprise Center, Suite 104
                         Middletown, Rhode Island 02842

_________________, 2007

Dear Shareholder:


      You are cordially invited to attend an annual meeting of shareholders of
BNS Holding, Inc. which will be held at 10:00 a.m., Eastern Standard Time, on
Thursday, June 28, 2007, at the offices of Olshan Grundman Frome Rosenzweig &
Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022.


      The principal business matters to be considered at the meeting will be (1)
the approval of amendments to our Certificate of Incorporation to effect a
reverse stock split of our outstanding Class A Common Stock, $0.01 par value per
share (the "Common Stock"), whereby we will effect a 1-for-200 reverse stock
split, such that shareholders owning fewer than 200 shares of Common Stock will
have such shares cancelled and converted into the right to receive $13.62 for
each share of Common Stock held prior to the reverse stock split, immediately
followed by a 200-for-1 forward stock split (the "Reverse/Forward Stock Split");
(2) grant us an option to acquire shares proposed to be transferred by
shareholders subsequent to such Reverse/Forward Stock Split if, after such sale,
there would be 250 or more holders of record of the Common Stock; (3) the
approval of amendments to our Certificate of Incorporation to decrease the
number of authorized shares of Class A Common Stock, $.01 par value, from
30,000,000 to 5,000,000, and eliminate the authorized shares of Class B Common
Stock, $.01 par value; (4) the election of four directors to serve until our
annual meeting of shareholders in fiscal year 2008 and until their successors
have been duly elected and qualified; and (5) the approval of McGladrey & Pullen
LLP as our independent accountants for the fiscal year ending October 31, 2007.

      Attached you will find the Notice of Annual Meeting of Shareholders, our
proxy statement and a proxy for the meeting. It is important that your shares be
represented at the meeting, and we hope you will be able to attend the meeting
in person. Whether or not you plan to attend the meeting, please be sure to vote
as soon as possible. You may vote in person, by mail, by telephone or via the
Internet. Instructions to vote by each of these methods are enclosed.

      We look forward to seeing you at the Annual Meeting.

                                          Sincerely yours,

                                          /s/ Michael Warren
                                          --------------------------------------
                                          Michael Warren,
                                          Chief Executive Officer

                                          /s/ Kenneth N. Kermes
                                          --------------------------------------
                                          Kenneth N. Kermes,
                                          Chairman of the Board of Directors




                                BNS HOLDING, INC.
                         25 Enterprise Center, Suite 104
                         Middletown, Rhode Island 02842

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


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                      To Be Held on Thursday, June 28, 2007


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

TO THE SHAREHOLDERS OF
BNS HOLDING, INC.:


      NOTICE IS HEREBY GIVEN that an annual meeting of shareholders of BNS
Holding, Inc., a Delaware corporation, will be held at 10:00 a.m., Eastern
Standard Time, on Thursday, June 28, 2007, at the offices of Olshan Grundman
Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New
York, New York 10022.


      1.    To approve amendments to our Certificate of Incorporation to
            effect a reverse stock split of our outstanding Class A Common
            Stock, $.01 par value (the "Common Stock"), whereby we will
            effect a 1-for-200 reverse stock split, such that shareholders
            owning fewer than 200 shares of Common Stock will have such
            shares cancelled and converted into the right to receive the cash
            consideration set forth herein, immediately followed by a
            200-for-1 forward stock split (the "Reverse/Forward Stock Split");

      2.    To approve an amendment to our Certificate of Incorporation granting
            to us an option to acquire shares proposed to be transferred by
            shareholders subsequent to such Reverse/Forward Stock Split if,
            after such sale, there would be 250 or more holders of record of the
            Common Stock (the "Right of First Refusal");

      3.    To approve amendments to our Certificate of Incorporation to
            decrease the number of authorized shares of Class A Common Stock,
            $.01 par value, from 30,000,000 to 5,000,000, and eliminate the
            authorized shares of Class B Common Stock, $.01 par value (the
            "Authorized Share Reduction");

      4.    To elect four directors to our Board of Directors, each to serve
            until the annual meeting of shareholders in fiscal year 2008 and
            until their successor has been duly elected and qualified;

      5.    To approve the appointment of McGladrey & Pullen LLP as our
            independent accountants for the fiscal year ending October 31, 2007;
            and

      6.    To transact such other business as may properly come before the
            meeting or any adjournment(s) thereof.




      All of the above matters are more fully discussed in the accompanying
proxy statement. Management is not aware of any other matters that will come
before the meeting.

      The Reverse/Forward Stock Split, the Right of First Refusal and the
Authorized Share Reduction, all as described below (collectively referred to as
the "Share Reorganization Proposals"), have not been approved or disapproved by
the securities and exchange commission or any state securities commission, and
neither the Securities and Exchange Commission nor any state securities
commission has passed upon the fairness or merits of the Share Reorganization
Proposals or upon the accuracy or adequacy of the information contained in this
document. Any representation to the contrary is a criminal offense.


      The Board of Directors has fixed the close of business on May 15, 2007 as
the Record Date for the determination of shareholders entitled to notice of and
vote at the Annual Meeting and any adjournment thereof, and only shareholders of
record at such time will be so entitled to vote. Our stock transfer books will
remain open between the Record Date and the date of the meeting.


      It is important that your shares be represented at the meeting. Please
complete, sign and return the enclosed proxy in the accompanying envelope
promptly, whether or not you intend to be present at the meeting. If you later
desire to revoke or change your proxy for any reason, you may do so at any time
before the voting, by delivering to us a written notice of revocation or a duly
executed proxy bearing a later date or by attending the Annual Meeting and
voting in person.


                                          By Order of the Board of Directors,

                                          /s/ Sandra B. Kearney
                                          --------------------------------------
                                          Sandra B. Kearney
                                          Corporate Secretary

Dated: ___________________, 2007




                           PRELIMINARY PROXY STATEMENT

                                 PROXY STATEMENT
                                BNS HOLDING, INC.

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


                         ANNUAL MEETING OF SHAREHOLDERS
                                  June 28, 2007


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

                                  INTRODUCTION


      On behalf of BNS Holding, Inc., a Delaware corporation, its Board of
Directors is soliciting the accompanying proxy for use at an annual meeting of
shareholders to be held at 10:00 a.m., Eastern Standard Time, on Thursday, June
28, 2007, at the offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park
Avenue Tower, 65 East 55th Street, New York, New York 10022, and at any
adjournment thereof. The proxy statement and the form of proxy are first being
sent to shareholders on or about ____________, 2007. Our principal office is
located at 25 Enterprise Center, Suite 104, Middletown, Rhode Island 02842. Our
telephone number is 401-848-6300. We will bear the cost of preparing and mailing
the enclosed materials.


      The Reverse/Forward Stock Split, the Right of First Refusal and the
Authorized Share Reduction, all as described below (collectively referred to as
the "Share Reorganization Proposals"), have not been approved or disapproved by
the Securities and Exchange Commission or any state securities commission, and
neither the securities exchange commission nor any state securities commission
has passed upon the fairness or merits of the Share Reorganization Proposals or
upon the accuracy or adequacy of the information contained in this document. Any
representation to the contrary is a criminal offense.

      At the Annual Meeting, the following matters will be considered:

      1.    To approve amendments to our Certificate of Incorporation to effect
a reverse stock split of our outstanding Class A common stock, $.01 par value
("Common Stock"), whereby we will effect a 1-for-200 reverse/forward stock
split, such that shareholders owning fewer than 200 shares of Common Stock will
have such shares cancelled and converted into the right to receive the cash
consideration set forth herein, immediately followed by a 200-for-1 forward
stock split (the "Reverse/Forward Stock Split");

      2.    To approve an amendment to our Certificate of Incorporation granting
us an option to acquire shares proposed to be transferred by shareholders
subsequent to the Reverse/Forward Stock Split if, after such transfer, there
would be 250 or more holders of record of our Common Stock (the "Right of First
Refusal");

      3.    To approve amendments to our Certificate of Incorporation to
decrease the number of authorized shares of Class A Common Stock, $.01 par
value, from 30,000,000 to 5,000,000, and eliminate the authorized shares of
Class B Common Stock, $.01 par value, (the "Authorized Share Reduction");




      4.    To elect four directors to our Board of Directors, each to serve
until the annual meeting of stockholders for fiscal year 2008 and until their
successor has been duly elected and qualified;

      5.    To approve the appointment of McGladrey & Pullen LLP as our
independent accountants for the fiscal year ending October 31, 2007; and

      6.    The transaction of such other business as may properly come before
the meeting or any adjournment(s) thereof.


      Currently, our only outstanding class of voting securities is the Class A
common stock, par value $.01 per share, which we refer to as the Common Stock,
each share of which entitles the holder thereof to one vote. As of May 15, 2007
(the "Record Date"), there were [3,035,944] shares of Common Stock outstanding
and entitled to vote at the Annual Meeting or any adjournment thereof.


      You may vote all of the Common Stock that you own as of the close of
business on the Record Date, which includes shares held directly in your name as
the "shareholder of record" and shares held for you as the "beneficial owner"
either through a broker, bank, or other nominee. Many of our shareholders hold
their shares through a broker, bank, or other nominee rather than directly in
their own name. As summarized in the section entitled "Summary Term Sheet" there
are some important distinctions between shares held of record and those owned
beneficially.

      A majority of the outstanding shares of Common Stock, represented in
person or by proxy, will constitute a quorum for the Annual Meeting. Assuming
the presence of a quorum, the affirmative vote of a majority of the shares of
Common Stock issued and outstanding and entitled to vote at the Annual Meeting
is required for the adoption of proposals to amend our Certificate of
Incorporation to (i) effect the Reverse/Forward Stock Split, (ii) grant to us
the Right of First Refusal and (iii) effect the Authorized Share Reduction. The
director nominees who receive the greatest number of votes properly cast for the
election of directors shall be elected directors to serve until the annual
meeting of our shareholders for fiscal year 2008 and until their successors have
been elected and qualified. A majority of the total votes properly cast by the
holders of Common Stock is required to ratify the selection of McGladrey &
Pullen LLP as our independent accountants for the fiscal year ending October 31,
2007.

      Our Board of Directors recommends that shareholders vote FOR each of the
proposals described herein. As of the Record Date, Steel Partners II, L.P. and
Warren G. Lichtenstein, each a beneficial holder of over 5% of our shares of
Common Stock ("Steel"), and members of our Board of Directors and the executive
officers (collectively, the "Affiliated Shareholders") held a total of
approximately [44.2%] of the Common Stock entitled to vote at the Annual
Meeting. The Affiliated Shareholders have indicated that they will vote "FOR"
each of the Proposals described in this proxy statement.


                                       ii


                               SUMMARY TERM SHEET

This summary term sheet highlights selected information from the proxy statement
and addresses the material terms of the following proposals summarized below:
Reverse/Forward Stock Split, Right of First Refusal and Authorized Share
Reduction (collectively referred to as the "Share Reorganization Proposals").
For a complete description, you should carefully read the proxy statement and
all of its annexes before you vote. As used in this proxy statement, unless the
context requires otherwise, "our," "us," "we" and the "Company" means BNS
Holding, Inc.

REVERSE/FORWARD STOCK SPLIT

      DESCRIPTION

      o  Our Board of Directors has authorized, upon recommendation of an
         independent committee, amendments to our Certificate of Incorporation,
         that would

               o  effect a 1-for-200 reverse stock split of our Class A Common
                  Stock, $.01 par value, (the "Reverse Stock Split"); and

               o  effect a 200-for-1 forward stock split, (the "Forward Stock
                  Split" and together with the Reverse Stock Split, the
                  "Reverse/Forward Stock Split")

      PURPOSE

      o  Afford liquidity without paying brokerage fees to shareholders holding
         fewer than 200 shares immediately before the transaction (individually
         a "Cashed Out Shareholder" and collectively, the "Cashed Out
         Shareholders"). We believe that Unaffiliated Shareholders consists of
         all of the Cashed Out Shareholders as well as all of our shareholder
         who are not being Cashed Out other than Steel and our executive
         officers and directors.

      o  Terminate the registration of our shares of Common Stock under Section
         12(g) of the Securities Exchange Act of 1934 (the "Exchange Act").

      o  For further details of the purpose of the Reverse/Forward Stock Split
         in further detail, please read the discussion under "Proposal No. 1 -
         Amendment to our Certificate of Incorporation to Effect the
         Reverse/Forward Stock Split" in this proxy statement

      REASONS

       o  Our inability to realize benefits normally associated with public
          reporting company status.

       o  Projected cost savings of $0.7 million annually on costs related to
          being a publicly reporting company and $1.5 million in one-time
          Sarbanes Oxley compliance costs.


                                      iii


      ADVANTAGES

      o  Provide liquidity to Cashed Out Shareholders without having to pay
         brokerage commissions and other transaction costs;

      o  Control the dissemination of certain business information which is
         currently disclosed in our periodic reports;

      o  Eliminate the costs associated with the requirements of the Exchange
         Act; and

      o  Eliminate the initial and continuing costs of compliance with
         Sarbanes-Oxley and related regulations.

      DISADVANTAGES

      o  No assurances as to type,  form and frequency of information  that we
         will provide;

      o  Inability  of our  Cashed  Out  Shareholders  to  participate  in any
         future increases in the value of our Common Stock;

      o  Less liquidity for the trading our Common Stock;

      o  No  certification  for  accuracy  of  financial   statements  by  our
         executive officers;

      o  Reduced flexibility in attracting and retaining  executives and other
         employees;

      o  Decreased ability to use stock to acquire other companies;

      o  Decreased access to the public equity and public debt markets; and

      o  Increased difficulty in vendors and customers' determination of our
         creditworthiness.

      EFFECTS

      o  To Shareholders - The Reverse/Forward Stock Split will generally affect
         the Affiliated Shareholders and Unaffiliated Shareholders in the same
         way.

      o  To the Company - By deregistering our Common Stock, we expect to save
         $0.7 million annually on costs related to being a publicly reporting
         company and $1.5 million in one-time Sarbanes Oxley compliance costs.

      FAIRNESS

      o  Capitalink, L.C. ("Capitalink") provided an opinion as to the fairness,
         from a financial point of view, of the Reverse/Forward Stock Split to
         the Unaffiliated Shareholders, including the Cashed Out Shareholders.

      o  The following factors were considered in determining the price to be
         paid to Unaffiliated Shareholders, including the Cashed Out
         Shareholders:


                                       iv


               o  financial presentations and analyses of management;

               o  projected   tangible  and   intangible   cost   savings/cost
                  avoidance  by  terminating  our  public  reporting   company
                  status; and

               o  additional shareholder liquidity.

      o  To review the description, purpose, advantages, disadvantages and
         fairness of the Reverse/Forward Stock Split in further detail, please
         read the discussion under "Proposal No. 1 - Amendment to our
         Certificate of Incorporation to Effect the Reverse/Forward Stock Split"
         in this proxy statement.

      COSTS

      o  The estimated total cost of the Reverse/Forward Stock Split is
         $1,044,000.

      o  To review information concerning the total cost of the Reverse/Forward
         Stock Split in further detail, please read the discussion under
         "Proposal No. 1 - Amendment to our Certificate of Incorporation to
         Effect the Reverse/Forward Stock Split - Costs of Proxy Solicitation
         and the Reverse/Forward Stock Split" in this proxy statement.

      TAX MATTERS

      o  The receipt of the cash in the Reverse/Forward Stock Split will be
         taxable for Federal income tax purposes.

      o  Shareholders who do not receive cash in the Reverse/Forward Stock Split
         should not be subject to taxation as a result of the transaction.

      o  To review the material tax consequences in greater detail, please read
         the discussion under "Material Federal Income Tax Consequences" in this
         proxy statement.

RIGHT OF FIRST REFUSAL

      o  Our Board of Directors has also authorized, subject to the approval of
         the Reverse/Forward Stock Split, an amendment to our Certificate of
         Incorporation, to include a standing repurchase option for shares of
         our Common Stock.

      o  To review the Right of First Refusal in further detail, please read the
         discussion under "Proposal No. 2 - Amendment To Our Certificate Of
         Incorporation To Grant The Right Of First Refusal" in this proxy
         statement.

AUTHORIZED SHARE REDUCTION

      o  Our Board of Directors has also authorized an amendment to our
         Certificate of Incorporation, subject to the approval of the
         Reverse/Forward Stock Split by our shareholders, that would:


                                       v


               o  decrease the number of  authorized  shares of Class A Common
                  Stock; and

               o  eliminate the authorized shares of Class B Common Stock, $.01
                  par value.

      o  To review the Authorized Share Reduction in further detail, please read
         the discussion under "Proposal No. 3 - Amendment -To Our Certificate Of
         Incorporation To Reduce The Number Of Authorized Shares" in this proxy
         statement.

VARIOUS MATTERS WITH RESPECT TO THE SHARE REORGANIZATION PROPOSALS

      o  Under Delaware law, no appraisal or dissenters' rights are available to
         our shareholders who dissent from the Share Reorganization Proposals.

      o  The Board of Directors has retained for itself the absolute authority
         to reject (and not to implement) the Share Reorganization Proposals
         (even after approval by the shareholders).


                                       vi


                                  VOTING RIGHTS

      RECORD DATE


      The Board of Directors has fixed the close of business on May 15, 2007 as
the Record Date for the determination of shareholders entitled to notice of and
vote at the Annual Meeting and any adjournment thereof, and only shareholders of
record at such time will be so entitled to vote. Our stock transfer books will
remain open between the Record Date and the date of the meeting.


      QUORUM AND VOTES REQUIRED

      A majority of the outstanding shares of Common Stock, represented in
person or by proxy, will constitute a quorum for the Annual Meeting. Assuming
the presence of a quorum, the affirmative vote of a majority of the shares of
Common Stock issued and outstanding and entitled to vote at the Annual Meeting
is required for the adoption of proposals to amend our Certificate of
Incorporation to (i) effect the Reverse/Forward Stock Split, (ii) grant to us
the Right of First Refusal and (iii) effect the Authorized Share Reduction. The
director nominees who receive the greatest number of votes properly cast for the
election of directors shall be elected directors to serve until the annual
meeting of our shareholders for fiscal year 2008 and until their successors have
been elected and qualified. A majority of the total votes properly cast by the
holders of Common Stock is required to ratify the selection of McGladrey &
Pullen LLP as our independent accountants for the fiscal year ending October 31,
2007.

      SHAREHOLDER OF RECORD/BENEFICIAL OWNER

      You may vote all of the Common Stock that you own as of the close of
business on the Record Date, which includes shares held directly in your name as
the "shareholder of record" and shares held for you as the "beneficial owner"
either through a broker, bank, or other nominee. Many of our shareholders hold
their shares through a broker, bank, or other nominee rather than directly in
their own name. As summarized below, there are important distinctions between
shares held of record and those owned beneficially.

      Shareholder of Record: If your shares are registered directly in your name
with our transfer agent, Computershare Trust Company (the "Transfer Agent"), you
are considered, with respect to those shares, the shareholder of record. As a
result we are sending you these proxy materials. As the shareholder of record,
you have the right to vote by proxy or in person at the Annual Meeting. We have
enclosed proxy cards for you to use for the shares of Common Stock that you hold
of record.

      Beneficial Owner: If your shares are held in a stock brokerage account or
by a bank or other nominee, you are considered the "beneficial owner" of shares
held in "street name" with respect to those shares, and the proxy materials are
being forwarded to you by your broker or other nominee. As a beneficial owner,
you have the right to direct your broker or other nominee how to vote and are
also invited to attend the Annual Meeting. As a beneficial owner, however, you
are not the shareholder of record, and you may not vote these shares in person
at the Annual Meeting unless you obtain a signed proxy appointment form from
your broker or other nominee giving you the right to vote such shares. To vote
by proxy, you must follow the voting instructions provided by your broker, bank
or other nominee.


                                      vii


      Whether you hold your shares directly as shareholder of record or
beneficially in street name, you may direct your vote without attending the
Annual Meeting. You may vote shares registered in your name by signing your
proxy card and shares held in street name by following the voting instructions
provided by your broker, bank, or nominee. If you provide specific voting
instructions, your shares will be voted as you instruct. If you sign and return
a proxy card without specifying your voting instructions, your shares will be
voted as described above.

      ATTENDING THE ANNUAL MEETING

      All holders of Common Stock may attend the Annual Meeting in person. If
you are a beneficial owner of Common Stock held by a broker, bank or other
nominee (i.e., in "street name"), you will need proof of ownership to be
admitted to the Annual Meeting. A recent brokerage statement or letter from a
bank or broker are examples of proof of ownership. Only holders of record of
Common Stock as of the Record Date or their duly appointed proxies may cast
their votes in person at the Annual Meeting.

      RECOMMENDATION OF BOARD OF DIRECTORS

      Our Board of Directors recommends that shareholders vote FOR each of the
proposals described herein.

      As of the Record Date, Steel Partners II, L.P., a beneficial holder of
over 5% of our shares of Common Stock ("Steel"), and members of our Board of
Directors and the executive officers (collectively, the "Affiliated
Shareholders") held a total of approximately [44.2%] of the Common Stock
entitled to vote at the Annual Meeting. The Affiliated Shareholders have
indicated that they will vote "FOR" each of the Proposals described in this
proxy statement. References to Unaffiliated Shareholders in this Proxy Statement
refer to our other shareholders who are not Affiliated Shareholders.

                                VOTING OF PROXIES

      You may vote "FOR," "AGAINST," or "ABSTAIN" on the proposals to approve
the Reverse/Forward Stock Split, the Right of First Refusal, the Authorized
Share Reduction and the retention of McGladrey & Pullen LLP as our independent
accountants for the fiscal year ending October 31, 2007. You may vote "FOR," or
"WITHHOLD" your vote for each of the director nominees listed in the proxy
statement. If you "ABSTAIN," from voting on the proposals to approve the Reverse
Stock Split and/or the Right of First Refusal and/or the Authorized Share
Reduction, it has the same effect as a vote "AGAINST." Abstentions (or withheld
in the case of election of directors) are not treated as a vote for or against
the election of directors or approval of independent accountants. If you sign
and date your proxy appointment form with no further instructions, your shares
will be voted "FOR" the approval of the Reverse/Forward Stock Split, the Right
of First Refusal, the Authorized Share Reduction, the election of each of the
director nominees and the approval of McGladrey & Pullen LLP, in accordance with
the recommendations of the Board of Directors.


                                      viii


      CHANGING YOUR VOTES

      You may change your proxy instructions at any time prior to the vote at
the Annual Meeting. For shares held directly in your name, you may change your
vote by signing a new proxy appointment form bearing a later date (which
automatically revokes the earlier dated proxy appointment form) or by attending
the Annual Meeting and voting in person. Attendance at the Annual Meeting will
not cause your previously signed proxy appointment form to be revoked unless you
specifically so request. For shares you beneficially hold, you may change your
vote by submitting new voting instructions to your broker or nominee.

      HOW YOUR PROXIES WILL BE VOTED

      Proxies that are properly executed and duly returned to us will be voted
in accordance with the instructions contained therein. If no instruction is
given with respect to any proposal to be acted upon, the proxy will be voted in
favor of the proposals set forth therein. Each proxy granted may be revoked at
any time prior to its exercise by the subsequent execution and submission of a
revised proxy, by written notice to us, or by voting in person at the Annual
Meeting. Votes cast by proxy or in person at the Annual Meeting will be counted
by the persons we appoint as election inspectors for the meeting. The election
inspectors will treat shares represented by proxies that reflect abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum and for purposes of determining the outcome of any matter
submitted to the shareholders for a vote.

      BROKER NON-VOTES

      The election inspectors will treat shares referred to as "broker
non-votes"(i.e., shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
that the broker or nominee does not have discretionary power to vote on a
particular matter) as shares that are present and entitled to vote for purposes
of determining the presence of a quorum. However, for purposes of determining
the outcome of any matter as to which the broker has physically indicated on the
proxy that it does not have discretionary authority to vote, those shares will
be treated as not present and will be tabulated as if the votes were not cast
for the matters indicated (even though those shares are considered entitled to
vote for quorum purposes and may be entitled to vote on other matters).


                                       ix


                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

      Set forth below are the persons or groups known to us who beneficially
own, under the applicable rules and regulations of the Securities and Exchange
Commission, as of the Record Date, more than 5% of any class of our voting
securities, each of our directors and named executive officers and all of our
directors and executive officers as a group.

                                                      Title of Class      Amount and Nature          Percent
             Name and Address                           of Common           of Beneficial              of
           of Beneficial Owner                            Stock             Ownership (1)           Class (2)
------------------------------------------            --------------      -----------------         ---------
5% or Greater Shareholders:
Steel Partners II, L.P. (3)
Steel Partners, L.L.C.
Warren G. Lichtenstein
     590 Madison Avenue, 32nd Floor
     New York, NY 10022                                   Class A             1,264,880               41.7%
Dimensional Fund Advisors Inc. (4)
     1299 Ocean Avenue
     11th Floor
     Santa Monica, CA 90401                               Class A               171,127                5.65%


Warren B. Kanders (5)
     c/o Kanders & Company, Inc.
     One Landmark Square, 22nd Floor
     Stamford, CT 06901                                   Class A               175,000                5.80%


Directors and Named Executive Officers:

Kenneth N. Kermes                                         Class A                51,000                1.6%
J. Robert Held                                            Class A                22,300                *
Jack Howard (3)                                           Class A                 2,600                *
James Henderson (3)                                       Class A                 2,000                *
Michael Warren                                            Class A                     0                0
All directors and executive officers as a
     group (5 persons)                                    Class A                77,900                2.5%

----------------------------
*     less than one percent (1%)

(1)   Unless otherwise indicated, includes shares owned by a spouse, minor
      children and relatives sharing the same home, as well as entities owned or
      controlled by the named person. Unless otherwise noted, shares are owned
      of record and beneficially by the named person.

(2)   Based on [3,035,944] shares of Class A Common Stock and no shares of Class
      B Common Stock outstanding on the Record Date.


                                       x


(3)   Steel Partners II, L.P., a Delaware limited partnership whose principal
      business is investing in the securities of small cap companies, has sole
      voting and dispositive power and is deemed to have beneficial ownership of
      the reported shares. Steel Partners, L.L.C., is a Delaware limited
      liability company whose principal business is acting as the general
      partner of Steel Partners II, L.P. Warren G. Lichtenstein is the Chairman,
      CEO, Secretary and the sole executive officer and managing member of Steel
      Partners L.L.C. By virtue of his relationships with Steel Partners L.L.C.,
      and Steel Partners L.L.C.'s relationship with Steel Partners II, L.P.,
      both may be deemed to have beneficial ownership of the reported shares.
      Mr. Lichtenstein also has sole voting and dispositive power over the
      reported shares.

      As representatives of Steel Partners II, L.P., Messrs. Howard and
      Henderson may be deemed members of the Section 13(d) reporting group. Mr.
      Howard, who has sole voting and dispositive power over his 2,600 shares,
      holds 600 shares through JL Howard, Inc., an entity controlled by Mr.
      Howard, which may also be deemed a member of the group, and 2,000 shares
      directly. Mr. Henderson has sole voting and dispositive power over his
      2,000 shares, which he owns directly. Messrs. Howard and Henderson claim
      no voting or dispositive power over the Steel Partners II, L.P. shares.

(4)   Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
      advisor, has sole voting and dispositive control over and is deemed to
      have beneficial ownership of the reported shares, all of which shares are
      held in portfolios of various registered investment companies and trusts,
      and for all of which Dimensional serves as investment manager or advisor.
      Dimensional disclaims beneficial ownership of all such shares.


(5)   Based on Schedule 13D filed by Warren B. Kanders with the Securities and
      Exchange Commission on April 19, 2007.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on a review of Forms 3, 4 and 5 furnished to us since October 31, 2005, we
believe that all officers and directors required to file Forms 3, 4 and 5 have
filed on a timely basis with respect to transactions reportable for the fiscal
year ended October 31, 2006.


                                       xi


                                TABLE OF CONTENTS

INTRODUCTION.................................................................i
SUMMARY TERM SHEET.........................................................iii
VOTING RIGHTS..............................................................vii
VOTING OF PROXIES.........................................................viii
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...............x
TABLE OF CONTENTS..........................................................xii
PROPOSAL NO. 1 AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION TO EFFECT
   THE REVERSE/FORWARD STOCK SPLIT...........................................1
  Structure of the Reverse/Forward Stock Split...............................1
  Background on the Transaction..............................................2
  SPECIAL FACTORS............................................................6
     Purpose of the Reverse Stock Split......................................6
     Purpose of the Forward Stock Split......................................6
     Reason - Projected Costs Savings As a Result of Deregistration..........7
     Reason- Inability to Realize Benefits Normally Associated with
         Public Reporting Company Status....................................10
     Cost of Proxy Solicitation and the Reverse/Forward Stock Split.........10
     Effects on Shareholders................................................11
     Effects on BNS Holding, Inc............................................12
     Alternatives to the Reverse/Forward Stock Split........................14
     Advantages and Disadvantages of theReverse/Forward Stock Split.........16
     Fairness Determination of the Board of Directors and Independent
         Committee..........................................................18
     Opinion of Financial Advisor...........................................20
  Dissenters' and Appraisal Rights .........................................29
  Material Federal Income Tax Considerations................................30
  Market Information .......................................................33
  Summarized Financial Data.................................................34
  Exchange of Certificates; Payment of Cash Consideration...................36
  Recommendation of the Board of Directors..................................37
PROPOSAL NO. 2 AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO GRANT THE
   RIGHT OF FIRST REFUSAL...................................................38
  Special Interests of the Affiliated Shareholders in the Right of First
  Refusal...................................................................38
  Dissenters' and Appraisal Rights..........................................39
  Recommendation of the Board of Directors..................................39
PROPOSAL NO. 3 AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO REDUCE THE
   NUMBER OF AUTHORIZED SHARES .............................................40
PROPOSAL NO. 4 ELECTION OF DIRECTORS .......................................41
GENERAL INFORMATION RELATING TO THE BOARD OF DIRECTORS .....................43
CERTAIN RELATIONSHIPS AND RELATED TRANSACTION AND DIRECTOR INDEPENDENCE.....45
AUDIT COMMITTEE REPORT......................................................48
CORPORATE GOVERNANCE MATTERS  ..............................................49


                                      xii


                                TABLE OF CONTENTS
                                  (continued)

MANAGEMENT .................................................................49
EXECUTIVE COMPENSATION  ....................................................51
PROPOSAL NO. 5 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS.......54
OTHER MATTERS...............................................................56
COST OF PROXY MATERIALS.....................................................56
COMMUNICATIONS WITH THE BOARD OF DIRECTORS..................................56
STOCKHOLDER PROPOSALS.......................................................57
AVAILABLE INFORMATION.......................................................57
  Documents Incorporated By Reference.......................................57
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS...........................58

ANNEX A-1 - PROPOSED FORM OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
      EFFECT REVERSE STOCK SPLIT
ANNEX A-2 - PROPOSED FORM OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
      EFFECT FORWARD STOCK SPLIT
ANNEX A-3 - PROPOSED FORM OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
      GRANT RIGHT OF FIRST REFUSAL
ANNEX A-4 - PROPOSED FORM OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
      DECREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO BE ISSUED

ANNEX B - THE FINANCIAL ADVISOR'S FAIRNESS OPINION

PROXY CARD


                                      xiii


                                 PROPOSAL NO. 1

                                AMENDMENTS TO OUR
                     CERTIFICATE OF INCORPORATION TO EFFECT
                         THE REVERSE/FORWARD STOCK SPLIT

STRUCTURE OF THE REVERSE/FORWARD STOCK SPLIT

      The Board of Directors, upon the recommendation and approval of a
committee composed of Kenneth N. Kermes and J. Robert Held, both independent
directors of our Board of Directors (the "Independent Committee"), has
authorized and has recommended for your approval a 1-for-200 reverse stock split
followed immediately by a 200-for-1 forward stock split (the "Reverse/Forward
Stock Split"). The Reverse/Forward Stock Split is intended to take effect on the
date we file Certificates of Amendment to our Certificate of Incorporation with
the Secretary of State of the State of Delaware, or on any later date that we
may specify in such Certificates of Amendment (the "Effective Date"), the forms
of which are attached hereto as Annex A-1 and Annex A-2.

      Immediately prior to close of business, Eastern Standard Time, on the
Effective Date, we will effect a 1-for-200 reverse stock split of the Common
Stock, pursuant to which a holder of 200 or more shares of the Common Stock
immediately before the reverse stock split (the "Continuing Shareholder") will
hold one share of the Common Stock for each 200 shares of Common Stock held
immediately prior to the reverse stock split. Upon the effective time of the
reverse stock split, any shareholder owning fewer than 200 shares of the Common
Stock immediately before the reverse stock split (the "Cashed Out Shareholders")
will receive the right to receive cash in exchange for each share of Common
Stock they held immediately before the reverse stock split and will no longer be
our shareholder. Immediately after the completion of the reverse stock split, we
will effect a 200-for-1 forward stock split of Common Stock, pursuant to which a
holder of one or more shares of Common Stock immediately after the reverse stock
split and immediately prior to the forward stock split will immediately after
the forward stock split hold 200 shares of Common Stock for each share held
immediately prior to the forward stock split. In other words, a shareholder
holding 200 or more shares of Common Stock immediately before the
Reverse/Forward Stock Split will continue to hold the same number of shares
after the completion of the Reverse/Forward Stock Split and will not receive any
cash payment.

      The Board of Directors has retained for itself the absolute authority to
reject (and not implement) the Reverse/Forward Stock Split (even after approval
by the shareholders) if it subsequently determines that the Reverse/Forward
Stock Split, for any reason, is not then in our and our shareholders' best
interests. Such reasons include any change in the nature of our shareholdings
prior to the Effective Date which results in the failure of the Reverse/Forward
Stock Split to effect a reduction in the number of our shareholders of record to
below 300.

      As of the Record Date, the most recent practicable date prior to the date
of this proxy statement, (i) there were 3,035,944 shares of Common Stock
outstanding and 1,309 holders of record (which includes broker/dealers who hold




the shares through Depository Trust Company). While we have limited direct
knowledge of the number of shares of Common Stock owned beneficially (but not of
record) by persons who hold such shares in street name, based upon the
information obtained from our Transfer Agent and from the securities depositary
which holds most of such shares, we believe that the Reverse/Forward Stock Split
will reduce the number of our holders of record to approximately 212. Since the
number of holders of record of Common Stock would be reduced to less than 300,
we would be able to deregister the shares of Common Stock under the Securities
Exchange Act of 1934 (the "Exchange Act") and no longer be subject to the
Securities and Exchange Commission (the "SEC") filing and reporting
requirements.

      We also expect that approximately 55,000 shares of Common Stock would be
cashed out in the Reverse/Forward Stock Split. It should be noted, however, that
changes in share ownership prior to the effective time of the Reverse/Forward
Stock Split, as well as the actual distribution of shares held in street name,
would affect those estimates, perhaps materially.

      The Independent Committee, on behalf of the Board of Directors, retained
Capitalink, L.C., a reputable investment-banking firm ("Capitalink"), as our
financial advisor in connection with the Reverse/Forward Stock Split. After much
analysis, including a review of the fairness opinion of Capitalink, the Board of
Directors, upon the recommendation of the Independent Committee, has set the
cash consideration to be paid to Cashed Out Shareholders at $13.62 per share of
Common Stock.

      The Reverse/Forward Stock Split is considered a "Rule 13e-3 transaction",
as defined in Rule 13e-3 promulgated under the Exchange Act, because it is
intended to and, if completed, will likely terminate the registration of the
Common Stock under Section 12(g) of the Exchange Act and suspend our duty to
file periodic reports with the SEC. In connection with the Reverse/Forward Stock
Split, we have filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 with
the SEC.

BACKGROUND ON THE TRANSACTION

BNS HOLDING, INC. AND COLLINS INDUSTRIES INC.

      Prior to October 31, 2006, we were a public shell holding company.

      On September 26, 2006, Steel entered into a Merger Agreement (the "Merger
Agreement"), with CS Acquisition Corp., a Missouri corporation and a
wholly-owned subsidiary of Steel ("CS Acquisition"), and Collins Industries Inc.
("Collins"). The Merger Agreement provided that CS Acquisition would merge with
and into Collins (the "Merger") and Collins would become a subsidiary of Steel
and the shareholders of Collins would receive $12.50 per share in cash.

      On September 27, 2006, we entered into the Memorandum of Understanding
with Steel, CS Acquisition, American Industrial Partnership ("AIP") and Collins
I Holding Corp ("Holding"). The Memorandum of Understanding, subject to a
drafting and execution of definitive documents and final approval by our Board
of Directors, reflected the intent of Steel to assign its rights under the
Merger Agreement to Holding, which would be the holding company for Collins
after giving effect to the proposed Merger, and we would acquire an 80% interest
in Holding. Consequently, immediately prior to the closing of the Merger, Steel


                                       2


assigned its rights and obligations pursuant to the Merger Agreement and
Memorandum of Understanding to Holding and transferred all of the outstanding
capital stock of CS Acquisition to Holding. Accordingly, upon the consummation
of the transactions contemplated by the Merger Agreement and Memorandum of
Understanding on October 31, 2006, we, through our ownership interest of
Holding, now own 80% of Collins. Collins is a wholly owned subsidiary of Collins
I Holding Corp.

      Collins was founded in 1971 as a manufacturer of small school buses and
ambulances. Collins' initial product was the first "Type A" school bus, designed
to carry 14 to 20 passengers. Today, Collins manufactures specialty vehicles and
accessories for various basic service niches of the transportation industry.
Collins' products include ambulances, small school buses, shuttle buses,
terminal trucks, road construction equipment and industrial rental sweepers.
From its inception, Collins' goal has been to become one of the largest
manufacturers of specialty vehicles in the United States. Collins has grown
primarily through the internal development of new products and the acquisition
of complementary product lines. Prior to January 19, 2006, Collins was a
publicly traded company on the Nasdaq National Market. On January 19, 2006,
Collins deregistered its shares of common stock from the Nasdaq National Market
and has since been a privately held company.

PREPARATIONS AND MEETINGS OF THE BOARD OF DIRECTORS

      Prior to the adoption of Sarbanes-Oxley, members of our Board of Directors
and our executive officers took note of published articles describing shifts in
public capital markets to the disadvantage of companies such as ours that have
relatively small amounts of outstanding capital. These articles suggested that
being publicly held might not be advantageous for a company our size. This
observation was reinforced in discussions with executives from other companies,
investment bankers, legal counsel, and independent auditors, and through service
by our directors on the boards of other public companies.

      Since the proposal of the Sarbanes-Oxley, our Board of Directors and
executive officers have attended various seminars and presentations, and have
had numerous discussions with our legal counsel to follow the progression of
Sarbanes-Oxley and the Over-the-Counter Bulletin Board ("OTCBB") requirements
applicable to us. In this process, they have noted the costs and time
commitments required to comply with increasing levels of associated regulation.
Over this period of time, our directors and executive officers had informal
discussions about the historical and prospective time commitments and costs
associated with Sarbanes-Oxley compliance.


      The Board of Directors has had discussions concerning the possibility of a
going private transaction since the adoption of Sarbanes-Oxley in August 2002.
In a meeting in September 2002, the Board of Directors determined that "it would
be appropriate to reduce public company costs, reduce the number of stockholders
and actively consider ways to reduce the number of holder of record below the
level required for registration under the Exchange Act." The Board of Directors,
however, postponed the consideration of a going private transaction until the
Company divested its then remaining real estate properties and resolved legal
issues related thereto. At the Company's 2003 Annual Meeting of Stockholders
held on July 28, 2003, Michael Warren, the Company's President and Chief
Executive Officer outlined several strategic paths that the Company could
pursue. Such alternatives included going private through a form of self-tender
offer. At the end of fiscal year 2004, the Company undertook a financial
restructuring to facilitate a potential acquisition or merger.


      At its November 9, 2004 meeting, our Board of Directors discussed the pros
and cons of continued listing on the Boston Stock Exchange and a potential
reverse stock split. The Board of Directors agreed that there might be some
value in reducing the number of shareholders of record to below 300 and asked
that a formal proposal be prepared for the next meeting. Our Board of Directors,
however, decided at that time that it was in our and our shareholder's best
interest that our shares of Common Stock continue to be listed on the Boston
Stock Exchange.


                                       3



      At its January 20, 2005 meeting, the Company's President and Chief
Executive Officer presented the preliminary estimates of the costs associated
with public company filings with the SEC and the cost savings associated with
deregistering the shares of Common Stock. It was pointed out that publicly held
shell companies generally would have a high number of stockholders holding very
few shares. A representative of our former outside counsel then informed our
Board of Directors about the various methods a company could use to deregister
its shares including a reverse stock split, odd lot repurchase program, tender
offer and stock repurchase program. Our Board of Directors then held a lengthy
discussion about the various alternatives and decided that there should be an
ongoing evaluation of the situation. Our Board of Directors also instructed
management to assemble a list of investment banks that could advise it on the
procedures and costs associated with a reverse stock split.

      At the August 1, 2005 meeting of the Board of Directors, the Company's
President and Chief Executive Officer informed the Board of Directors of the
stockholder approval requirements of effectuating a reverse stock split. Our
Board of Directors discussed the advantages and disadvantages of effectuating a
reverse stock split including, but not limited to, costs savings of complying
with Section 404 of Sarbanes-Oxley and continued costs of being a publicly
reporting company, the Company's need to access debt and/or capital in the
public market given the then financial situation of the Company and its plans to
acquire an operating entity in the near future, and the liquidity and volume of
trading of the Company's Common Stock. The Board of Directors reached a
consensus to pursue a reverse stock split and to hold a special meeting of
stockholders before the compliance date of Section 404 of Sarbanes-Oxley. The
Board of Directors directed the President of the Company to prepare a time line
of events to effectuate a reverse stock split.

      At the September 6, 2005 meeting of the Board of Directors, the Company's
President and Chief Executive Officer informed the Board that approval of the
reverse stock split could be presented at the 2006 Annual Meeting of
Stockholders of the Company. The Company's counsel also noted that the approval
of the reverse stock split might need to be done by a Special Meeting of
Stockholders if it wants to be complete the reverse stock split by March 31,
2006.

      Subsequent to these meetings, however, our Board of Directors began
exploring various acquisition opportunities culminating with the acquisition of
an 80% equity interest of Collins on October 31, 2006. The Board of Directors
decided that the Company should focus on an acquisition transaction and
reevaluate whether to approve a going private transaction until after an
acquisition was consummated.


      At the November 15, 2006 meeting of the Board of Directors, the Board of
Directors discussed the increasing costs of maintaining registered stock and
evaluated the merits of a shareholder reduction transaction that would allow
deregistration of the Common Stock. The Board of Directors also discussed
alternatives to effectuate a shareholder reduction transaction. After a full
discussion, the Board of Directors concluded that the objective of
deregistration warranted further study. It was also the consensus of the Board
of Directors to evaluate a reverse stock split as a means to reduce the number
of our shareholders. The Board of Directors also authorized the independent
directors to engage a financial advisor to the Board of Directors to evaluate a
reverse stock split as well as other means to delist and deregister our shares
of Common Stock. Subsequent to such November 15, 2006 meeting, Capitalink was
engaged.

      On December 22, 2006, our Board of Directors formally appointed the
Independent Committee and was advised by counsel as to recent changes in Section
404 of Sarbanes-Oxley including an extension to fiscal years ending on or after
December 15, 2007 of the date that non-accelerated filers are required to
provide management's assessment regarding internal control over financial
reporting and an extension to fiscal years ending on or after December 15, 2008
for non-accelerated filers of the auditor attestation requirement. Our Board of
Directors was also advised of other changes to Section 404 of Sarbanes-Oxley for
non-accelerated filers. After reviewing these changes to Sarbanes-Oxley, our
Board of Directors decided to continue exploring whether to delist and
deregister our shares of Common Stock. Our Board of Directors then reviewed the
increasing costs of operating as a reporting company and evaluated the merits of
delisting and deregistering our shares of Common Stock. In addition to the
reverse stock split, our Board of Directors reviewed other alternatives to
decrease the number of our shareholders. Our Board of Directors then asked
Capitalink to provide a presentation of the various alternatives to effectuate a
shareholder reduction transaction.


                                       4


      At a meeting held on December 28, 2006, Capitalink provided its
presentations concerning the various alternatives to effectuate a shareholder
reduction transaction in addition to a reverse stock split. These alternatives
included an Issuer Tender Offer, a traditional stock repurchase program and an
odd-lot repurchase program. Capitalink also discussed the next steps with
respect to a Reverse/Forward Stock Split and the advantages of a Reverse/Forward
Stock Split. Our Board of Directors also discussed the fiduciary duties
associated with the proposed Reverse/Forward Stock Split and the Right of First
Refusal, the structure of each of such proposals, and the disclosure
alternatives available upon deregistration of our Common Stock. The Board of
Directors also asked management to further evaluate a Reverse/Forward Stock
Split.

      Throughout January 2007, Capitalink began conducting management telephonic
interviews and securing projections for its financial modeling.

      At the January 23, 2007 meeting of the Board of Directors, the Board of
Directors met with counsel and representatives of Capitalink to discuss various
issues related to the Reverse/Forward Stock Split, Right of First Refusal and
the Authorized Share Reduction. The Board of Directors was informed that
Capitalink anticipated completing its analysis by February 9, 2007. The
discussion then focused on the number of shares held by registered shareholders
and beneficial holders and the procedure for making the transaction available to
beneficial holders. The Board of Directors also discussed various ratios that
might be used to effect the reverse stock split with the goal of bringing the
number of record holders well below the 300 threshold requirement to deregister.
The consensus of the Board of Directors was that if the Company proceeded with
the Reverse/Forward Stock Split then subject to the receipt of a fairness
opinion, the cash consideration to be paid to Cashed Out Shareholders should be
based on the closing sales price of the Common Stock as reported on the OTC
Electronic Bulletin Board on the trading day immediately prior to approval of
the Board of Directors. The Board of Directors also asked management to provide
further information concerning the cost of the Reverse/Forward Stock Split and
the savings relating to a deregistration. It was agreed that the Board should
hold another meeting on February 10, 2007.


      On February 9, 2007 the closing price of the Common Stock, as reported by
the OTC Electronic Bulletin Board was $13.62. At a special Board of Directors
meeting on February 10, 2007, Capitalink discussed its analysis with the Board
of Directors. Capitalink presented the Board of Directors with information
regarding trading history including volume and prices of the Company's Common
Stock and, in particular, noted that following the Collins acquisition the mean
trading volume was 14,047 shares per day, but since December 2006, the mean and
median trading daily volume was approximately 2,999 and 1,820 shares
respectively. They also noted that the per share consideration of $13.62 is very
close to the Company's 52-week closing price high of $13.70 and does not include
a premium for control over the outstanding shares of Common Stock. Capitalink
then reviewed its evaluation process, the various methodologies that were used
and analysis of relevant factors. Capitalink delivered its oral opinion that the
per share consideration of $13.62 is fair, from a financial point of view, to
the Unaffiliated Stockholders. The information presented to the Board of
Directors by Capitalink is described more fully under the heading "Opinion of
Financial Advisor." Following Capitalink's presentation, management presented
its final evaluation, including the costs and expenses of remaining a public
company, the merits of a private company verses a public company and an analysis
of a reverse split ratio of 1-200. The Board then, after full discussion as to
the fairness of the Reverse/Forward Stock Split, unanimously recommended the
proposed Reverse/Forward Stock Split and Right of First Refusal, including
recommendations that (a) the Reverse/Forward Stock Split ratio of 1-to-200 be
used, (b) the consideration for fractional share interests to be paid to Cashed
Out Stockholders would be set at $13.62 per pre-split share, and (c) that the
Right of First Refusal be recommended to the stockholders for adoption. The
Board of Directors also recommended that the stockholders approve an amendment
to our Certificate of Incorporation granting the Company an option to acquire
shares proposed to be transferred by stockholders subsequent to the
Reverse/Forward Stock Split if, after such transfer, there would be 250 or more
holders of record of the Common Stock. In approving such proposal, the Board of
Directors did not discuss the effects of the Right of First Refusal on the
Unaffiliated Stockholders. For a more detailed discussion concerning the effects
of this proposal on the Unaffiliated Stockholders, please see "Proposal No. 2 -
Amendment to our Certificate of Incorporation to Grant the Right of First
Refusal."



                                       5


      On February 10, 2007, Capitalink delivered its written opinion to the
Board of Directors and on February 12, 2007, the Company issued a press release
announcing its approval of the Reverse/Forward Stock Split.

      Other than Capitalink, no other outside party prepared or presented any
reports, presentations, analyses or opinions in connection with the
Reverse/Forward Stock Split and the Company did not retain any other investment
firm.

      All of the members of the Board of Directors and the Independent Committee
attended each meeting of the Board of Directors and Independent Committee,
respectively, outlined in this section and participated in each discussion
regarding the proposed transaction, and each matter approved by the Board of
Directors was unanimously approved by the full Board of Directors.

SPECIAL FACTORS

PURPOSE OF THE REVERSE STOCK SPLIT

      By purchasing the shares of the holders of fewer than 200 shares, we will:

      o  Provide the opportunity for shareholders holding fewer than 200 shares
         of Common Stock to sell holdings without having to pay brokerage
         commissions and other transaction costs;

      o  Reduce the number of our shareholders of record to fewer than 300
         persons, which will allow us to terminate the registration of the
         Common Stock under Section 12(g) of the Exchange Act and suspend our
         duty to file periodic reports with the SEC;

      o  Eliminate the administrative burden and expense of maintaining small
         shareholder accounts; and

      o  Cause minimal disruption to shareholders owning 200 or more shares of
         Common Stock.

PURPOSE OF THE FORWARD STOCK SPLIT

      Effecting the forward stock split immediately after the reverse stock
split benefits us by preventing the Common Stock from having an unusually high
value per share, which tends to decrease the liquidity of shares. The forward
stock split is also advantageous because it foregoes the added administrative
expense of re-issuing stock certificates to the Continuing Shareholders since
the number of shares of Common Stock held by them will not change.


                                       6


REASONS - PROJECTED COST SAVINGS AS A RESULT OF DEREGISTRATION

      We incur direct and indirect costs associated with the filing and
reporting requirements imposed on SEC reporting companies. As an SEC reporting
company, we are required to prepare and file with the SEC, among other items,
the following:

      o  Annual Reports on Form 10-KSB;

      o  Quarterly Reports on Form 10-QSB;

      o  Proxy statements and annual reports required by Regulation 14A under
         the Exchange Act; and

      o  Current Reports on Form 8-K.

      In addition, we pay for the costs of preparing our directors' and
officers' Section 16(a) reports (Forms 3, 4 and 5) and Section 13(d) reports
(Schedule 13D or Schedule 13G) (for directors or officers that are 5%
shareholders). The costs associated with these reports and other filing
obligations are a significant overhead expense, including professional fees for
our accountants and legal counsel, printing and mailing costs, internal
compliance costs, and transfer agent costs. In addition to these direct costs,
the filing requirements consume a significant amount of management's time,
diverting their attention from ongoing business management concerns. These
related costs have been increasing over recent years, and we believe that they
will continue to increase, particularly as a result of the additional reporting
and disclosure obligations imposed on SEC reporting companies by the recently
enacted Sarbanes-Oxley.

      Based on our historical costs, the Board of Directors believes that by
deregistering the Common Stock and suspending our periodic reporting
obligations, we will experience an annual cost savings/cost avoidance of
approximately $710,000. We will also save an estimated $1.5 million in one-time
costs that would otherwise be expected to be incurred in order to comply with
Section 404 of Sarbanes-Oxley.


                                       7


BNS HOLDING
ESTIMATED COST SAVINGS OF DEREGISTRATION

                                                     ------------------------------------------
                                                     Estimated       Estimated    Estimated
                                                     Annual          One-time     Annual Post
                                                     Historical      Compliance   Split
                                                                     Costs
                                                     ------------------------------------------
ESTIMATED COMPLIANCE COSTS

Audit Fees
       BNS                                               45              25           --
       Collins                                          300             300          200
       Quarterly Review Fees                             40              --

Third Party Planning, testing and documentation          --             600           --

Shareholder services                                     25              --           10

Legal and advisory fees
       Annual Reports on Form 10-KSB                     50                           --
       Quarterly Reports on Form 10-QSB                  45                           --
       Annual Proxy Statements and Annual                50                           --
       Meeting
       Current Reports on Form 8-K                       25                           --
       Other filing fees (Forms 3, 4, 5,                 10                           50
       etc.)

Extent Management Fees                                  180                           --

Internal Management Costs relating to Compliance        200             550

                                                     ------------------------------------------
TOTAL COSTS                                             970           1,475          260
                                                     ------------------------------------------

                                                                      ---------
ANNUAL COSTS SAVINGS                                                    710
                                                                      ---------

      The cost savings/cost avoidance figures set forth above are only
estimates. The actual cost savings/cost avoidance we will realize from no longer
being a public reporting company may be higher or lower than such estimates.
Estimates of the cost savings/cost avoidance to be realized if the
Reverse/Forward Stock Split is consummated are based upon (i) the actual costs
to us of the services and disbursements in each of the categories listed above
that were reflected in our recent financial statements and (ii) the allocation
to each category of management's estimates of the portion of the expenses and
disbursements in such category believed to be solely or primarily attributable
to our public reporting company status.


                                       8


      In some instances, management's cost saving/cost avoidance expectations
were based on information provided by third parties or upon verifiable
assumptions. For example, our independent accountants have informed us,
informally, that there will be a reduction in auditing fees if we no longer
continue as a public reporting company. In addition, the costs associated with
retaining legal counsel to assist with complying with the Exchange Act reporting
requirements will be eliminated if we no longer file reports with the SEC and
are otherwise not required to comply with the disclosure requirements that apply
to public reporting companies.

      HISTORICAL FEES

      Estimated cost savings/cost avoidance reflect, among other things:(i) a
reduction in audit and related fees, (ii) a reduction in legal fees related to
securities law compliance, (iii) the elimination of costs associated with filing
periodic reports with the SEC, (iv) the reduction in management time spent on
compliance and disclosure matters attributable to our Exchange Act filings, (v)
the lower risk of liability that is associated with non-reporting (as
distinguished from public reporting) company status and the associated savings
due to lower directors and officers insurance premiums, and (vi) the reduction
in direct miscellaneous clerical and other expenses.

      SECTION 404 FEES

      The consummation of the Reverse/Forward Stock Split and subsequent
deregistration of the Common Stock would result in a significant one-time cost
savings/cost avoidance due to us not being subject to the new internal control
audit requirements imposed by Section 404 of Sarbanes-Oxley. While Section 404
of Sarbanes-Oxley is being amended to reduce the burden on smaller capitalized
companies like us, we still believe that to comply with the internal control
audit requirements of Section 404 of Sarbanes-Oxley, we would require
significant expenditures, including costs related to computer software and
hardware, fees to third parties for compliance planning, assessment,
documentation and testing, and costs related to internal personnel. Such costs
are estimated to be approximately $1.5 million for the first year of compliance,
approximately 50% more than the projected cost of implementing the
Reverse/Forward Stock Split of approximately $1.04 million.


                                       9


      OTHER SARBANES-OXLEY COMPLIANCE FEES

      We expect the actual cost savings/cost avoidance of being a non-reporting
company to be much greater than simply eliminating the estimated historical
out-of-pocket costs. As a result of recent corporate governance scandals, the
legislative and litigation environment resulting from those scandals, the costs
of being a public reporting company in general, and the costs of our remaining a
public reporting company in particular, are expected to continue to increase in
the near future. Moreover, new legislation, such as Sarbanes-Oxley, will likely
continue to have the effect of increasing the compliance burdens and potential
liabilities of being a public reporting company. This and other proposed
legislation will likely continue to increase audit fees and other costs of
compliance such as securities counsel fees, increase outside director fees and
increase potential liability faced by our officers and directors.

REASONS - INABILITY TO REALIZE BENEFITS NORMALLY ASSOCIATED WITH
PUBLIC REPORTING COMPANY STATUS

      An additional reason for deregistering the shares of Common Stock relates
to our inability to realize many of the benefits normally presumed to result
from being a public reporting company, such as the following:

      o  We have not had the opportunity to acquire other businesses using stock
         as consideration and do not presently intend to do so.

      o  We have not accessed the capital markets in such a manner in recent
         years and do not presently intend to do so.

      o  In recent years, we have not used the Common Stock to attract, retain
         and motivate employees.

      o  Due to our size and other factors, we have not enjoyed an appreciable
         enhancement in company image as a result of our public reporting
         company status.

      It should also be noted that we hold an 80% equity interest in Holdings,
the entity that owns Collins, and have no other operating business. Collins was
previously a publicly held company and it deregistered from being a public
reporting company in part because its Board of Directors believed that Collins
derived no material benefit from being a public reporting company.

COSTS OF PROXY SOLICITATION AND THE REVERSE/FORWARD STOCK SPLIT

      We will pay the cost of preparing, assembling and mailing this proxy
soliciting material and Notice of Annual Meeting of Shareholders. Solicitation
by mail, telephone, facsimile, or personal solicitation may also be undertaken
by our directors, executive officers, or regular employees, for which they will
receive no additional compensation. Brokerage houses and other nominees,
fiduciaries, and custodians nominally holding shares of Common Stock as of the
Record Date will be requested to forward proxy soliciting material to the
beneficial owners of such shares and will be reimbursed by us for their
reasonable expenses.


                                       10


      The following is an estimate of the costs incurred or expected to be
incurred by us in connection with the Reverse/Forward Stock Split. Final costs
of the transaction may be greater or less than the estimates shown below. We
intend to fund these costs from our working capital.

                                                       (Dollars in Thousands)

         Proxy Filing, drafting, etc                             100
         Fairness Opinion                                         95
         External Management Costs                                50
         Internal Management Costs                                50
                                                               -----
         Total                                                   295

         Estimated Cash Paid to Cashed Out Shareholders          749
                                                               -----

         Total Cash Requirement                                1,044
                                                               =====

EFFECTS ON SHAREHOLDERS

      The Reverse/Forward Stock Split will have an immaterial effect on the
percentage ownership of both the Affiliated Shareholders (a slight increase in
percentage ownership) and Unaffiliated Shareholders (a slight decrease in
percentage ownership). The following table indicates the respective changes on a
pro forma basis.

----------------------------------------------------------------------------------------------------------------------------
                                              Other Affiliated
                              Steel           Shareholders                                                Currently
                              Partners        (Directors &       Total Affiliated    Unaffiliated         Outstanding -
                              II, L.P.        Officers)          Shareholders        Shareholders         Total
                              --------        ---------          ------------        ------------         -------------
----------------------------------------------------------------------------------------------------------------------------
Beneficial Ownership /        1,264,880       77,900             1,342,780          1,693,164             3,035,944
Percentage of  Outstanding
                              41.7%           2.6%               44.2%               55.8%
----------------------------------------------------------------------------------------------------------------------------
Estimated                                                                            (54,999)             (54,999)
Repurchased  through
Reverse/Forward
Stock Split
(Treasury  Shares)
----------------------------------------------------------------------------------------------------------------------------
Pro Forma Beneficial          1,264,880       77,900             1,342,780           1,638,165            2,980,945
Ownership / Percentage of
Outstanding                   42.8%           2.6%               45.0%               55.0%
----------------------------------------------------------------------------------------------------------------------------


                                       11


      As shown in the table above, we expect the Affiliated Shareholders to be
Continuing Shareholders and that the percentage ownership of Affiliated
Shareholders as a group would increase from 44.2% before the Reverse/Forward
Stock Split to 45.0% after the Reverse/Forward Stock Split. It must be noted
that the slight change in the percentage of Common Stock collectively
beneficially owned by the Affiliated Shareholders does not significantly affect
Steel's or the other Affiliated Shareholder's beneficial ownership.

      The effects of the Reverse/Forward Stock Split would vary based on whether
or not all or any portion of the shareholder's shares would be cashed out in the
transaction. The determination of whether or not any particular shares of Common
Stock would be cashed out in the Reverse/Forward Stock Split would be based on
whether the holder of those shares holds fewer than 200 shares of Common Stock
and whether such shares are held of record or in street name with a broker or
other nominee. Because a shareholder may hold a portion of her shares of record
and a portion of her shares in street name, a shareholder may have a portion of
her shares subject to the terms of the Reverse/Forward Stock Split and a portion
not subject to the Reverse/Forward Stock Split depending on the procedures and
determination of her broker or other nominee.

      If you would otherwise be a Cashed Out Shareholder as a result of your
owning fewer than 200 shares of Common Stock, but you would rather continue to
hold Common Stock after the Reverse/Forward Stock Split and not be cashed out,
you may do so by taking either of the following actions:

      o  Purchase a sufficient number of additional shares of Common Stock on
         the open market and have them registered in your name and consolidated
         with your current record account, if you are a record holder, or have
         them entered in your account with a nominee (such as your broker or
         bank) in which you hold your current shares so that you hold at least
         200 shares of Common Stock in your record account immediately before
         the Effective Date of the Reverse/Forward Stock Split; or

      o  If applicable, consolidate your accounts so that together you hold at
         least 200 shares of Common Stock in one record account immediately
         before the Effective Date of the Reverse/Forward Stock Split.

      You will have to act far enough in advance so that the purchase of any
Common Stock and/or consolidation of your accounts containing Common Stock is
completed by the close of business prior to the Effective Date of the
Reverse/Forward Stock Split. The Effective Date is the date upon which the
Certificates of Amendment to our Certificate of Incorporation become effective
and may not be prior to the date of the Annual Meeting.

EFFECTS ON BNS HOLDING, INC.

      If consummated, the Reverse/Forward Stock Split will permit us to
terminate the registration of the Common Stock under the Exchange Act. We intend
to apply for termination of such registration as soon as practicable after the
Reverse/Forward Stock Split. After the Reverse/Forward Stock Split, our Common
Stock will remain eligible for quotation on the "pink sheets." In addition,
because only market makers (and not us) may quote our Common Stock in the "pink


                                       12


sheets," we cannot guarantee that our Common Stock will always be available for
trading in the "pink sheets." The Company intends to continue to provide
shareholders with annual audited financial statements and quarterly financial
information. These documents will not be as detailed or extensive as the
information the Company was required to file with the SEC or has provided to its
shareholders in the past.

      As a result of the Reverse/Forward Stock Split, our aggregate
shareholders' equity at the Effective Date would be reduced from approximately
$18.8 million on a historical basis (as of January 31, 2007) to $17.8 million on
a pro forma basis.

      We have no current plans to issue Common Stock after the Reverse/Forward
Stock Split other than pursuant to the 1999 Equity Incentive Plan, but we
reserve the right to do so at any time and from time to time at such prices and
on such terms as our Board of Directors determines to be in our best interests.
Continuing Shareholders will not have any preemptive or other preferential
rights to purchase any of our stock that we may issue in the future, unless such
rights are specifically granted to the shareholders.

      While we have no present plan to do so, after the Reverse/Forward Stock
Split has been consummated, we may, from time to time, repurchase shares of
Common Stock pursuant to a repurchase program, privately negotiated sale, or
other transaction. Whether or not we seek to purchase shares in the future will
depend on a number of factors, including our financial condition, operating
results, and available capital at the time.

      If implemented, the Reverse/Forward Stock Split will not have any effect
on the compensation to be received by our directors or executive officers or on
our employment arrangements with our executive officers.

      NO CHANGE IN AUTHORIZED CAPITAL OR PAR VALUE

      Subject to the approval of the proposal to reduce our authorized capital,
immediately after giving effect to the Reverse/Forward Stock Split, our
authorized capital will remain at 33,000,000 shares of common stock, $.01 par
value, divided into three classes consisting of: (i) 30,000,000 shares of Class
A Common Stock, (ii) 2,000,000 shares of Class B Common Stock and (iii)
1,000,000 shares of Class B Participating Preferred Stock. Additionally, the par
value of the Common Stock will remain $0.01 per share following consummation of
the Reverse/Forward Stock Split. We intend to consider all shares of Common
Stock purchased by us from Cashed Out Shareholders as treasury stock.

      FAILURE TO EFFECT REVERSE/FORWARD STOCK SPLIT

      Even if shareholder approval of the Reverse/Forward Stock Split is
obtained, the Board of Directors does not guarantee that it will implement the
Reverse/Forward Stock Split if it determines that the Reverse/Forward Stock
Split (i) would result in the number of shareholders of record remaining to be
300 or more or (ii) would not be in our best interest. As a result, we would
continue to be a public reporting company and would continue to file annual and
quarterly reports on Form 10-KSB and Form 10-QSB. The Board of Directors
considered the possibility that the Reverse/Forward Stock Split may not be
implemented.


                                       13


      ANTICIPATED ACCOUNTING TREATMENT

      We anticipate accounting for the purchase of the outstanding Common Stock
from shareholders in the Reverse/Forward Stock Split as treasury stock.

      REGULATORY APPROVALS

      We are not aware of any material governmental or regulatory approval
required for completion of the Reverse/Forward Stock Split, other than
compliance with the relevant federal and state securities laws and the corporate
laws of the State of Delaware.

ALTERNATIVES TO THE REVERSE/FORWARD STOCK SPLIT

      In making the determination to proceed with the Reverse/Forward Stock
Split, the Board of Directors and the Independent Committee also considered the
feasibility of certain other alternative transactions, as described below:

      o  ISSUER TENDER OFFER. The Board of Directors and the Independent
         Committee also considered the feasibility of an issuer tender offer to
         repurchase the shares of Common Stock held by our Unaffiliated
         Shareholders. A principal disadvantage of this type of transaction
         relates to our ability or willingness to secure the debt financing
         needed to effect a tender offer in which there is full participation by
         Unaffiliated Shareholders. In addition, due to the voluntary nature of
         such a transaction, we would have no assurance that the transaction
         would result in a sufficient number of shares being tendered. Moreover,
         the tender offer rules regarding the treatment of shareholders,
         including pro-rata acceptance of offers from shareholders, make it
         difficult to ensure that we would be able to significantly reduce the
         number of record shareholders. As a result of these disadvantages, the
         Board of Directors and the Independent Committee determined not to
         pursue this alternative.

      o  PARTIAL CASH-OUT MERGER. The Board of Directors and the Independent
         Committee also considered the feasibility of a transaction in which we
         would cash out shareholders owning less than a specified number of
         shares by merging a newly-formed subsidiary with and into our
         operations. While the effect of this transaction would be similar to
         that of the Reverse/Forward Stock Split, the Board of Directors and the
         Independent Committee rejected this alternative because the proposed
         Reverse/Forward Stock Split would be simpler and more cost-effective
         than a partial cash-out merger.

      o  TRADITIONAL STOCK REPURCHASE PROGRAM. The Board of Directors and the
         Independent Committee also considered a plan whereby we would
         periodically repurchase shares of the Common Stock on the open market
         at the then current market price. We rejected such an approach.
         Repurchasing enough shares in this manner to enable us to deregister
         under the Exchange Act would likely take an extended period of time,
         have no assurance of success and be of undeterminable cost.


                                       14


      o  ODD-LOT REPURCHASE PROGRAM. The Board of Directors and the Independent
         Committee also considered the feasibility of a transaction in which we
         would announce to our shareholders that we would repurchase, at a
         designated price per share, the shares of common stock held by any
         shareholder who holds less than a specified number of shares (e.g. that
         is fewer than 200 shares) and who offers such shares for sale pursuant
         to the terms of the program. A principal disadvantage of such an
         approach, however, results from the voluntary nature of the program.
         Because shareholders would not be required to participate in the
         program, we could not be certain at the outset whether a sufficient
         number of odd-lot shareholders would participate and thereby result in
         the number of shareholders being reduced to below 300. In terms of
         timing, such a program, especially after giving effect to any
         extensions of deadlines for tendering into the program, would likely
         necessitate a longer time frame than that of the Reverse/Forward Stock
         Split. As a result of these disadvantages, the Board of Directors and
         the Independent Committee rejected this alternative.

      o  REVERSE/FORWARD STOCK SPLIT WITHOUT A FORWARD STOCK SPLIT. The Board of
         Directors and the Independent Committee also considered this
         alternative, which would accomplish the objective of reducing the
         number of our shareholders below the 300 threshold. In a reverse stock
         split without a subsequent forward stock split, we would acquire not
         only the interests of the cashed out shareholders, but also the
         fractional share interests of those shareholders who are not cashed out
         as compared to the proposed transaction in which only those
         shareholders whose shares are converted to fewer than one whole share
         after the reverse stock split would have their fractional interests
         cashed out; and all fractional interests held by shareholders holding
         more than one whole share after the reverse stock split would be
         reconverted to whole shares in the forward stock split). The Board of
         Directors and the Independent Committee rejected this alternative due
         to the higher cost involved. In addition, effecting the forward stock
         split immediately after the reverse stock split benefits us by (i)
         preventing the Common Stock from having an unusually high value per
         share, which tends to decrease the liquidity of shares, and (ii)
         avoiding the need to adjust the exercise price of any awards previously
         granted under the 1999 Equity Incentive Plan. Having a forward stock
         split is also advantageous because it foregoes the added administrative
         expense of re-issuing stock certificates to the Continuing Shareholders
         because the number of shares of Common Stock held by them will not
         change.

      o  MAINTAINING THE STATUS QUO. The Board of Directors and the Independent
         Committee also considered maintaining the status quo. In that case, we
         would continue to incur the expenses of being a public reporting
         company and enjoy the benefits traditionally associated with having
         public reporting company status. The Board of Directors and the
         Independent Committee believe that maintaining the status quo is not in
         our best interests and rejected this alternative.


                                       15


ADVANTAGES AND DISADVANTAGES OF THE
REVERSE/FORWARD STOCK SPLIT

      In their discussions, the Board of Directors and the Independent Committee
considered the following advantages and disadvantages of the Reverse/Forward
Stock Split. The Board of Directors and the Independent Committee did not assign
specific weight to the following factors in a formulaic fashion, but did place
special emphasis on the opportunity for Unaffiliated Shareholders to sell their
holdings at a premium without paying brokerage commissions, as well as the
significant cost and time savings for us.

         ADVANTAGES OF THE REVERSE/FORWARD STOCK SPLIT ARE:

      o     To the Company

               o  By deregistering our Common Stock, we expect to save $0.7
                  million annually on costs related to being a publicly
                  reporting company and $1.5 million in one-time Sarbanes Oxley
                  compliance costs. For more information with respect to
                  projected savings, please see the Section "Projected Cost
                  Savings As a Result of Deregistration."

               o  With no public reporting obligations, we may be able to
                  control dissemination of certain business information.

      o     To the Unaffiliated Shareholders

               o  Opportunity for Unaffiliated Shareholders holding fewer than
                  200 shares of Common Stock to sell holdings at a premium based
                  on historical market prices and Going Concern, Net Book Value,
                  and Discounted Cash Flows without having to pay brokerage
                  commissions and other transaction costs.

               o  If an Unaffiliated Shareholder is not Cashed Out, it will be
                  able to share in the future increases in value of the Common
                  Stock.

               o  If an Unaffiliated Shareholder is not Cashed Out, there will
                  be no material change in percentage ownership, and the
                  corresponding share of net book value and net earnings of the
                  Company, of such Unaffiliated Shareholders. The total number
                  of shares held by Unaffiliated Shareholders will be reduced by
                  an estimated approximately 54,999 shares. The total percentage
                  ownership interests of the Unaffiliated Shareholders will thus
                  be reduced from 55.8% to 55.0%, a decline of 0.8 percentage
                  points, with a corresponding reduction in the interest of the
                  Unaffiliated Shareholders in the net book value and net
                  earnings of the Company.


                                       16


      o     To the Affiliated Shareholders

               o  No material change in percentage ownership, and the
                  corresponding share of net book value and net earnings of the
                  Company, of Continuing Shareholders. While the number of
                  shares held by Steel Partners will not change as a result of
                  the transaction, we estimate that the percentage ownership of
                  outstanding shares of Common Stock by Steel Partners will
                  increase from 41.7% to 42.4% after the Reverse/Forward stock
                  Split , or an increase of 0.7 percentage points, with a
                  corresponding increase in the interest of Steel Partners in
                  the net book value and net earnings of the Company. The
                  percentage ownership of all Affiliated Shareholders with
                  increase from 44.2% to 45.0%, or an increase of 0.8 percentage
                  points, with a corresponding increase in the interest of the
                  Affiliated Shareholders in the net book value and net earnings
                  of the Company.

               o  Ability to share in the future increases in value of the
                  Common Stock.

         DISADVANTAGES OF THE REVERSE/FORWARD STOCK SPLIT ARE:

      o     To the Company

               o  Possible significant decline in the value of the Common Stock.

               o  No assurance as to the type, form and frequency of the
                  information that we will provide since we will not be subject
                  to the Exchange Act.

               o  Our executive officers will not certify the financial
                  statements that we may be issuing to our shareholders.

               o  Our ability to attract and retain executives and other
                  employees using stock options will be reduced since our Common
                  Stock is less liquid.

               o  Our ability to use our Common Stock to acquire other companies
                  will be reduced.

               o  We may find it more difficult to access the public equity and
                  debt markets.

               o  Our vendors and customers may have more difficulty determining
                  our creditworthiness.

      o     To Unaffiliated Shareholders

               o  If an Unaffiliated Shareholder is Cashed Out, such
                  Unaffiliated Shareholder will be unable to participate in any
                  future increases in value of Common Stock.

               o  If an Unaffiliated Shareholder is not Cashed Out, there will
                  be substantial reduction of public sale opportunities of
                  Common Stock held.


                                       17


               o  If Unaffiliated Shareholder is not Cashed Out, its ability to
                  receive publicly available information concerning the Company
                  will be reduced due to the termination of public reporting
                  company obligations and reduction of publicly available
                  information.

      o     To Affiliated Shareholders

               o  Termination of public reporting company obligations and
                  reduction of publicly available information.


FAIRNESS DETERMINATION OF THE BOARD OF DIRECTORS AND INDEPENDENT COMMITTEE


      The Board of Directors and the Independent Committee believe that the
factors mentioned above, when viewed together, support a conclusion that the
Reverse/Forward Stock Split is substantively fair to our Unaffiliated
Stockholders. The Board of Directors believes that under the proposed
Reverse/Forward Stock Split the Cashed Out Stockholders will receive an amount
per share of Common Stock which represents a premium over current and historical
market prices and net book value of the Common Stock. The Board of Directors
also believes that the amount to the paid to Cashed Out Stockholders represents
a fair price that is within the range of prices using the discounted cash flow
analysis prepared by Capitalink.


      In addition, the Board of Directors and the Independent Committee
determined that the Reverse/Forward Stock Split is substantively fair to
Unaffiliated Shareholders, in part because it provides them an opportunity to
liquidate their holdings at a fair price without brokerage commissions at a
price that does not prejudice the Continuing Shareholders (it should be noted
that during the past two years we have not purchased any of our Common Stock).
As described above, the Board considered the fact that unaffiliated stockholders
could buy more shares to increase their beneficial ownership to at least 200
shares or conversely sell their shares in the open market to bring their
beneficial ownership below 200 shares of Common Stock.


      It should be noted that the Board of Directors did not perform a market
check to locate a buyer for the Company. The Board decided to forgo a market
check because it did not believe a sale of the Company would result in an
increased benefit to our Unaffiliated Stockholders. Our Board of Directors
believes that the value of the consideration to be received in any sale would be
significantly less than the book value of the Company because the ability to use
net operating losses to offset future earnings from taxes would automatically be
restricted upon a change of control in connection with such sale. As of January
31, 2007, the Company had net operating losses of approximately $54 million.


      In addition, the proposal does not require the approval of our
Unaffiliated Shareholders, nor did our Board of Directors retain an unaffiliated
representative to act solely on behalf of our Unaffiliated Shareholders for
purposes of negotiating the terms of the transaction. Our Board of Directors
believes that even though there was no market check or approval by our
Unaffiliated Shareholders, there are safeguards for our Unaffiliated
Shareholders, including that the proposal has been unanimously approved by all
of the independent members of the Board of Directors and the Board of Directors
retained Capitalink to provide a fairness opinion as to the fairness from a
financial point of view of the transaction to our Unaffiliated Shareholders.


                                       18


      We have not made any special provision in connection with the
Reverse/Forward Stock Split to grant shareholders access to our corporate files
or to obtain counsel or appraisal services at our expense, as the Board of
Directors did not consider these steps necessary to ensure the fairness of the
Reverse/Forward Stock Split. The Board of Directors determined that such steps
would be costly, time consuming, and would not provide any meaningful additional
benefits. With respect to shareholders' access to our corporate files, the Board
of Directors determined that this proxy statement, together with our other
filings with the SEC, provide adequate information for shareholders to make an
informed decision with respect to the Reverse/Forward Stock Split. In addition,
Delaware law and our Certificate of Incorporation give shareholders the right to
review our relevant books and records of account.

      Thereafter, in determining the fairness of the Reverse/Forward Stock Split
at its February 10, 2007 meeting, the Board of Directors considered the factors
discussed below. In addition, the Board of Directors reviewed the various
advantages and disadvantages of the proposal as set forth under the Section
"Advantages and Disadvantages of the Reverse/Forward Stock Split Over Other
Alternatives Considered." The Board of Directors believes that the
Reverse/Forward Stock Split is substantively fair to the Company's Unaffiliated
Shareholders, including both Cashed Out Shareholders and Continuing
Shareholders, in light of these factors. The Board of Directors did not assign
specific weight to the following factors in a formulaic fashion. Moreover, in
their considerations, individual directors may have given differing weights to
different factors. However, the Board of Directors did place special emphasis on
the significant cost and time savings we expect the Company to realize from
deregistration of our shares of Common Stock.

      SIGNIFICANT COST AND TIME SAVINGS. By deregistering the shares of Common
Stock and suspending our reporting obligations under the Exchange Act, we expect
to realize recurring annual cost savings of approximately $710,000 and a
one-time savings of approximately $1.5 million that we would otherwise expect to
incur due to compliance with the internal controls audit requirements of Section
404 of the Sarbanes-Oxley Act.

      CURRENT AND HISTORICAL MARKET PRICES. The Board of Directors took into
consideration that, historically, the market for the shares of Common Stock has
not been very liquid. While the price per share of the Common Stock has
increased since the Collins transaction, the trading volume is still very
limited. The average trading volume of the shares of Common Stock since the
closing of the Collins transaction is 14,047 shares. However, since December
2006, the trading volume in our Common Stock has declined to a mean and median
trading volume of approximately 2,999 and 1,820 shares respectively. Moreover,
the per share consideration of $13.62 is very close to the Company's 52 week
closing price high of $13.70.

      LIQUIDATION ANALYSIS/NET BOOK VALUE. The Board of Directors did not
consider a net book value analysis based on the determination of Capitalink that
neither a net book value analysis nor a liquidation analysis would derive an
indicative value in excess of the going concern value and therefore such
analysis was not warranted.

      GOING CONCERN VALUATION. As part of its assessment, the Board of Directors
considered Capitalink's going concern valuation for the Company, and adopted
such analysis as its own. This analysis is discussed below under the Section
"Opinion of Financial Advisor."


                                       19


      OPINION OF FINANCIAL ADVISOR. The Board of Directors engaged Capitalink to
provide the Fairness Opinion. The Board of Directors reviewed and considered the
financial analyses and conclusions presented to the Board of Directors in
connection with the Fairness Opinion and adopted all of Capitalink's analyses
and conclusions as its own. Those analyses included the historical and current
market prices for shares of Common Stock and discounted cash flows. A copy of
the Fairness Opinion is attached as Annex B to this proxy statement and is
incorporated herein by reference. In addition, you should read the discussion
under the Section "Opinion of Financial Advisor."

      EQUAL TREATMENT OF AFFILIATED AND UNAFFILIATED HOLDERS OF SHARES OF COMMON
STOCK. The Reverse/Forward Stock Split will not affect holders of shares of
Common Stock differently on the basis of affiliate status. The sole determining
factor in whether a shareholder will be a Cashed Out Holder or Continuing
Shareholder as a result of the Reverse/Forward Stock Split is the number of
shares of Common Stock held by the shareholder immediately prior to the
Reverse/Forward Stock Split. Currently, all affiliated holders are record
holders of at least 200 shares and, therefore, it is anticipated that each of
them will remain a shareholder of the Company after the Reverse/Forward Stock
Split.

      PURCHASE PRICES PAID FOR REPURCHASES OF SHARES OF COMMON STOCK. Prices
paid by the Company in past repurchases of shares of Common Stock were not given
any weight because the Company has not repurchased any shares in the last two
years.

      FIRM OFFERS. No firm offers to purchase the Company have been made during
the past two calendar years or during the current calendar year. We have not
received any firm offers to purchase the Company, and the Board of Directors did
not seek out any such offers. The Board of Directors believes that a sale of the
Company is not in our best interests or the best interests of our shareholders,
customers, employees or community at this time.

      CONCLUSION. The Board of Directors believes that all of the factors
mentioned above, both favorable and unfavorable, when viewed together support a
conclusion that the Reverse/Forward Stock Split are fair to all of the Company's
shareholders, including the Unaffiliated Shareholders.

OPINION OF FINANCIAL ADVISOR

      Capitalink is an investment banking firm that, as part of its investment
banking business, regularly is engaged in the evaluation of businesses and their
securities in connection with mergers, acquisitions, corporate restructurings,
private placements, and for other purposes. The Independent Committee, on behalf
of the Board of Directors, unanimously agreed to engage Capitalink because
Capitalink is a nationally recognized investment-banking firm with substantial
expertise in transactions similar to the Reverse/Forward Stock Split and has
familiarity with our books and records, having recently assisted us in the
Collins transaction.

      Capitalink made a presentation to the Board of Directors on February 10,
2007 and subsequently delivered its written opinion to the independent committee
of the Board of Directors, which stated that, as of February 10, 2007, and based
upon and subject to the assumptions made, matters considered, and limitations on
its review as set forth in the opinion, the cash consideration per share to be



                                       20


paid out to the Unaffiliated Shareholders who are Cashed Out Shareholders in the
Reverse/Forward Stock Split is fair, from a financial point of view, to the
Unaffiliated Shareholders who are Cashed Out Shareholders. The amount of the
cash consideration per share was determined by the Board of Directors and not
pursuant to recommendations of Capitalink. The full text of the written opinion
of Capitalink is attached as Annex B and is incorporated by reference into this
proxy statement.

      You are urged to read the Capitalink opinion carefully and in its entirety
for a description of the assumptions made, matters considered, procedures
followed and limitations on the review undertaken by Capitalink in rendering its
opinion. The summary of the Capitalink opinion set forth in this proxy statement
is qualified in its entirety by reference to the full text of the opinion.

      The Capitalink opinion is for the use and benefit of the Board of
Directors in connection with its consideration of the Reverse/Forward Stock
Split and is not intended to be and does not constitute a recommendation to you
as to how you should vote or proceed with respect to the Reverse/Forward Stock
Split. Capitalink was not requested to opine as to, and its opinion does not in
any manner address, the relative merits of the Reverse/Forward Stock Split as
compared to any alternative business strategy that might exist for us, our
underlying business decision to proceed with or effect the Reverse/Forward Stock
Split, and other alternatives to the Reverse/Forward Stock Split that might
exist for us. Capitalink does not express any opinion as to our underlying
valuation or future performance or the price at which our securities might trade
at any time in the future.

      In arriving at its opinion, Capitalink took into account an assessment of
general economic, market and financial conditions, as well as its experience in
connection with similar transactions and securities valuations generally. In so
doing, among other things, Capitalink:

   o  Reviewed publicly available financial information and other data with
      respect to us that Capitalink deemed relevant, including the Annual Report
      on Form 10-KSB for the year ended October 31, 2006 and the Current Report
      on Form 8-K filed November 6, 2006.
   o  Reviewed non-public information and other data with respect to us that
      Capitalink deemed relevant, including the internal consolidating balance
      sheet as of October 31, 2006.
   o  Reviewed non-public information and other data with respect to Collins
      that Capitalink deemed relevant, including draft internal financial
      statements for the two months ended December 31, 2006, financial
      projections for the four years ending October 31, 2010, and other internal
      financial information and management reports.
   o  Considered the historical financial results and present financial
      condition of both us and Collins.
   o  Reviewed and compared the trading of, and the trading market for our
      common stock over various periods.
   o  Reviewed and analyzed Collins' projected unlevered free cash flows and
      prepared a discounted cash flow analysis.
   o  Reviewed and analyzed certain financial characteristics of publicly-traded
      companies that were deemed to have characteristics comparable to Collins.
   o  Reviewed and analyzed certain financial characteristics of target
      companies in transactions where such target company was deemed to have
      characteristics comparable to that of Collins.


                                       21


   o  Reviewed and discussed with representatives of the Company, AIP and
      Collins management certain financial and operating information furnished
      by them, including financial projections and analyses with respect to our
      and Collins' business and operations.
   o  Performed such other analyses and examinations as were deemed appropriate.
   o  The closing price for the Company's shares on Friday, March 30, 2007 was
      $12.30.

      In arriving at its opinion, Capitalink relied upon and assumed the
accuracy and completeness of all of the financial and other information that was
used without assuming any responsibility for any independent verification of any
such information. Further, Capitalink relied upon the assurances of the Company
and Collins management that they were not aware of any facts or circumstances
that would make any such information inaccurate or misleading. With respect to
the financial information and projections utilized, Capitalink assumed that such
information has been reasonably prepared on a basis reflecting the best
currently available estimates and judgments, and that such information provides
a reasonable basis upon which it could make an analysis and form an opinion. The
projections were solely used in connection with the rendering of Capitalink's
fairness opinion. Investors should not place reliance upon such projections, as
they are not necessarily an indication of what our revenues and profit margins
will be in the future. The projections were prepared by Collins management and
are not to be interpreted as projections of future performance (or "guidance")
by Collins. Capitalink did not evaluate the solvency or fair value of the
Company or Collins under any foreign, state or federal laws relating to
bankruptcy, insolvency or similar matters. Capitalink did not make a physical
inspection of the properties and facilities of the Company or Collins and did
not make or obtain any evaluations or appraisals of either company's assets and
liabilities (contingent or otherwise). In addition, Capitalink did not attempt
to confirm whether the Company or Collins had good title to their respective
assets.

      Capitalink assumed that the Reverse/Forward Stock Split will be
consummated in a manner that complies in all respects with the applicable
provisions of the Securities Act of 1933, as amended, the Exchange Act and all
other applicable foreign, federal and state statutes, rules and regulations. In
addition, based upon discussions with management, it is assumed that the receipt
of the cash consideration per share will be a taxable event to the Cashed Out
Shareholders. We assumed that the Reverse/Forward Stock Split will be
consummated substantially in accordance with the terms set forth, without any
further amendments thereto, and without waiver by the Company of any of the
conditions to any obligations or in the alternative that any such amendments,
revisions or waivers thereto will not be detrimental to the Company or the
Unaffiliated Shareholders and Cashed Out Shareholders.

      Capitalink's analysis and opinion are necessarily based upon market,
economic and other conditions, as they existed on, and could be evaluated as of
February 10, 2007. Accordingly, although subsequent developments may affect its
opinion, Capitalink has not assumed any obligation to update, review or reaffirm
its opinion.


                                       22


      In connection with rendering its opinion, Capitalink performed certain
financial, comparative and other analyses as summarized below. Each of the
analyses conducted by Capitalink was carried out to provide a different
perspective and to enhance the total mix of information available. Capitalink
did not form a conclusion as to whether any individual analysis, considered in
isolation, supported or failed to support an opinion as to the fairness, from a
financial point of view, of the cash consideration per share to the Unaffiliated
Shareholders and Cashed Out Shareholders. Further, the summary of Capitalink's
analyses described below is not a complete description of the analyses
underlying Capitalink's opinion. The preparation of a fairness opinion is a
complex process involving various determinations as to the most appropriate and
relevant methods of financial analysis and the application of those methods to
the particular circumstances and, therefore, a fairness opinion is not readily
susceptible to partial analysis or summary description. In arriving at its
opinion, and as more fully described below, Capitalink made qualitative
judgments as to the relevance of each analysis and factors that it considered,
including, but not limited to, the selection of discount rates and valuation
multiples. In addition, Capitalink may have given various analyses more or less
weight than other analyses, and may have deemed various assumptions more or less
probable than other assumptions, so that the range of valuations resulting from
any particular analysis described above should not be taken to be Capitalink's
view of the value of our or Collins' assets. The estimates contained in
Capitalink's analyses and the ranges of valuations resulting from any particular
analysis are not necessarily indicative of actual values or actual future
results, which may be significantly more or less favorable than suggested by
such analyses. In addition, analyses relating to the value of businesses or
assets (including such analyses utilized in the Capitalink report) neither
purports to be appraisals nor do they necessarily reflect the prices at which
businesses or assets may actually be sold. Accordingly, Capitalink's analyses
and estimates are inherently subject to substantial uncertainty. Capitalink
believes that its analyses must be considered as a whole and that selecting
portions of its analyses or the factors it considered, without considering all
analyses and factors collectively, could create an incomplete and misleading
view of the process underlying the analyses performed by Capitalink in
connection with the preparation of its opinion.

      The summaries of the financial reviews and analyses include information
presented in tabular format. In order to fully understand Capitalink's financial
reviews and analyses, the tables must be read together with the accompanying
text of each summary. The tables alone do not constitute a complete description
of the financial analyses, including the methodologies and assumptions
underlying the analyses, and if viewed in isolation could create a misleading or
incomplete view of the financial analyses performed by Capitalink.

      The analyses performed were prepared solely as part of Capitalink's
analysis of the fairness, from a financial point of view, of the cash
consideration per share to the Unaffiliated Shareholders and Cashed Out
Shareholders, and were provided to our Board of Directors in connection with the
delivery of Capitalink's opinion. The opinion of Capitalink was just one of the
many factors taken into account by our Board of Directors in making its
determination to approve the Reverse/Forward Stock Split, including those
described elsewhere in this proxy statement.


                                       23


      STOCK PERFORMANCE REVIEW

      Capitalink reviewed the daily closing market price and trading volume of
our common stock over the last twelve months. Capitalink noted the following
since the announcement of the Collins acquisition on October 31, 2006:

   o  Our closing stock price increased significantly after the Collins
      announcement. The mean stock price was $11.68 and the volume weighted
      stock price was approximately $9.15.
   o  The closing price on February 9, 2007 (and the cash consideration per
      share) of $13.62 is only slightly below our 52 week high closing price of
      $13.70.
   o  The daily trading volume of our common stock still remains low.
      Immediately following the announcement, our trading volume increased. The
      mean trading volume was 14,047 shares over the post-announcement period.
      However, since December 2006, the trading volume in our common stock has
      declined to a mean and median daily trading volume of approximately 2,999
      and 1,820 shares, respectively.

      VALUATION OVERVIEW

      Because our primary asset is our 80% ownership in Collins, Capitalink
first determined an indicated range of enterprise and equity values for Collins.
Capitalink then utilized these indicated value ranges to derive a range of
indicated equity values and per share values for the Company.

                       Indicated Value Range Summary
      ----------------------------------------------------------------
                                          Indicated Value Range (1)
                                     ($ in thousands, except per share)
      ----------------------------------------------------------------

      Collins Indicated Enterprise            $138,500 - $159,400
      Value

      Collins Indicated Equity Value           $56,000 - $76,900

      BNS Holding, Inc.'s Indicated            $30,800 - $47,600
      Equity Value

      BNS Holding, Inc.'s Indicated             $10.20 - $15.70
      Equity Value Per Share
      ----------------------------------------------------------------
      (1) All values have been rounded.

      Capitalink generated an indicated valuation range for Collins based on a
discounted cash flow analysis, a comparable company analysis and a comparable
transaction analysis each as more fully discussed below. Capitalink weighted the
three approaches equally and arrived at an indicated enterprise value range of
approximately $138.5 million and approximately $159.4 million. Capitalink then
deducted net debt (which includes payables to former shareholder of Collins



                                       24


Industries, Inc. of approximately $10.6 million and estimated sale proceeds from
the Mansfield property of, at the time of the valuation, approximately $600,000)
of approximately $82.5 million, to derive a range of indicated equity values for
Collins of between approximately $56.0 million and approximately $76.9 million.


      With respect to the sale of the Mansfield property, Collins has entered
into two independent agreements to sell two surplus properties located in
Mansfield, Texas. As of the date hereof, the total gross proceeds from the sale
is $768,000 (formerly $600,000 at the time of the valuation performed by
Capitalink), from which Collins will have to pay various closing costs and
brokerage commissions.


      Capitalink derived a range of indicated equity values for the Company by
multiplying the indicated equity value range for Collins by our 80% ownership
interest, and then deducting the Company's currently outstanding debt of $14.0
million. Based on approximately 3.03 million common shares outstanding,
Capitalink then derived an indicated equity value per share range for the
Company of between approximately $10.20 and $15.70. Capitalink noted that the
cash consideration per share is within BNS' indicated equity value per share
range.

      DISCOUNTED CASH FLOW ANALYSIS

      A discounted cash flow analysis estimates value based upon a company's
projected future free cash flow discounted at a rate reflecting risks inherent
in its business and capital structure. Unlevered free cash flow represents the
amount of cash generated and available for principal, interest and dividend
payments after providing for ongoing business operations.

      While the discounted cash flow analysis is the most scientific of the
methodologies used, it is dependent on projections and is further dependent on
numerous industry-specific and macroeconomic factors.

      Capitalink utilized the forecasts provided by Collins management, which
project a decline in revenues from fiscal year ("FY") FY2006 to FY2010 from
approximately $309.9 million to approximately $272.2 million, respectively. The
reduction in projected revenues is representative of the lumpiness of Collin's
revenues (primarily driven by the replacement cycle of each vehicle they
manufacturer). In particular, the historically high level of revenue for FY2005
and FY2006 was boosted in apart to a $29.0 million sale in the terminal truck
segment to the United States Postal Service.

      The projections also indicate an improvement in EBITDA from FY2006 to
FY2010, from approximately $20.3 million to approximately $26.9 million,
respectively. This represents an improvement in Collins' EBITDA margin from 6.5%
to 9.9% and is primarily driven by cost savings identified by Collins and AIP
management. For purposes of Capitalink's analyses, "EBITDA" means earnings
before interest, taxes, depreciation and amortization, as adjusted for add-backs
for non-cash stock compensation expenses and one-time charges.


                                       25


      In order to arrive at a present value, Capitalink utilized discount rates
ranging from 15.5% to 16.5%. This was based on an estimated weighted average
cost of capital of 16.0% (based on Collins' estimated weighted average cost of
debt of 10.5% and a 21.8% estimated cost of equity). The cost of equity
calculation was derived utilizing the Ibbotson build up method utilizing
appropriate equity risk, industry risk and size premiums and a company specific
risk factor of 1.0%, reflecting the risk associated with realizing the cost
savings identified in the projections.

      Capitalink presented a range of terminal values at the end of the forecast
period by applying a range of terminal exit multiples based on EBITDA as well as
long term perpetual growth rates.

      Utilizing terminal EBITDA multiples of between 7.0x and 8.0x and long term
perpetual growth rates of between 3.0% and 5.0%, Capitalink calculated a range
of indicated enterprise values for Collins of between approximately $140.4
million and approximately $162.6 million. For purposes of Capitalink's analyses,
"enterprise value" means equity value plus all interest-bearing debt less cash.

      COMPARABLE COMPANY ANALYSIS

      A selected comparable company analysis reviews the trading multiples of
publicly traded companies that are similar to Collins with respect to business
and revenue model, operating sector, size and target customer base.

      Capitalink identified the following seven companies that it deemed
comparable to Collins with respect to their industry sector and operating model.
All of the comparable companies are industrial equipment manufacturers,
primarily involved in the provision of trucks, buses, ambulances, trailers and
other related products, and include:

      o  Oshkosh Truck Corp.
      o  Thor Industries, Inc.
      o  Federal Signal Corp.
      o  Spartan Motors, Inc.
      o  Miller Industries, Inc.
      o  McCoy Corp.
      o  Supreme Industries, Inc.

      Capitalink noted the following with respect to the comparable companies:

      o  Most of the comparable companies are larger than Collins with latest
         twelve months, or LTM revenue ranging from approximately $113.7 million
         to approximately $3.6 billion, compared with approximately $306.5
         million for Collins.
      o  Most of the comparable companies generating higher LTM EBITDA margins.
         The average EBITDA margin for the comparable companies was 7.9%,
         compared with approximately 6.4% for Collins.


                                       26


      o  Four of the comparable companies had consensus estimates available for
         future revenue and EBITDA. Of those four, Collins' projected revenue
         and EBITDA growth is lower than the mean of the group.

      Multiples utilizing enterprise value were used in the analyses. For
comparison purposes, all operating profits including EBITDA were normalized to
exclude unusual and extraordinary expenses and income.

      Capitalink generated a number of multiples worth noting with respect to
the comparable companies:

      Enterprise Value Multiple of     Mean      Median     High      Low
      -----------------------------    -----     ------     -----     ----
      LTM EBITDA                       10.1x      9.3x      13.8x     7.6x
      2007 EBITDA                      8.7x       8.7x      9.4x      8.0x
      2008 EBITDA                      7.8x       8.0x      8.1x      7.3x

      Capitalink noted that Oshkosh Truck Corp. recently made a $3.2 billion
acquisition of JLG Industries in December 2006. The 2007 and 2008 multiples are
based on projected EBITDA that are pro forma adjusted for the acquisition.
However, the pro forma adjusted LTM EBITDA was not available and was therefore
excluded in the calculation of the statistics in the table above.

      Capitalink selected an appropriate multiple range for Collins by examining
the range indicated by the comparable companies and taking into account certain
company-specific factors. Capitalink expects Collins' valuation multiples to be
below the mean of the comparable companies due to its smaller size, cyclical
nature and lumpiness of its earnings, and expected future decline in revenue.

Based on the above factors, Capitalink applied the following multiples to the
respective statistics:

      o  Multiples of 7.0x to 8.0x FY2006 EBITDA
      o  Multiples of 6.0x to 7.0x FY2007 EBITDA
      o  Multiples of 5.0x to 6.0x FY2008 EBITDA

and calculated a range of enterprise values for BNS by weighting the above
indications equally to derive an indicated enterprise value range of
approximately $134.4 million to approximately $157.1 million.

      None of the comparable companies have characteristics identical to
Collins. An analysis of publicly traded comparable companies is not
mathematical; rather it involves complex consideration and judgments concerning
differences in financial and operating characteristics of the comparable
companies and other factors that could affect the public trading of the
comparable companies.


                                       27


      COMPARABLE TRANSACTION ANALYSIS

      A comparable transaction analysis involves a review of merger, acquisition
and asset purchase transactions involving target companies that are in related
industries to Collins. The comparable transaction analysis generally provides
the widest range of value due to the varying importance of an acquisition to a
buyer (i.e., a strategic buyer willing to pay more than a financial buyer) in
addition to the potential differences in the transaction process (i.e.,
competitiveness among potential buyers).

      Information is typically not disclosed for transactions involving a
private seller, even when the buyer is a public company, unless the acquisition
is deemed to be "material" for the acquirer. As a result, the selected
comparable transaction analysis is limited to transactions involving the
acquisition of a public company, or substantially all of its assets, or the
acquisition of a large private company, or substantially all of its assets, by a
public company.

      Capitalink located 12 transactions announced since August 2002 involving
target companies that manufacture specialty needs vehicles including ambulances,
buses, trucks and trailers and for which detailed financial information was
available.

      Based on the information disclosed with respect to the targets in the each
of the comparable transactions, Capitalink calculated and compared the
enterprise values as a multiple of LTM revenue and LTM EBITDA.

      Capitalink noted the following with respect to the multiples generated:

      Multiple of Enterprise Value to    Mean     Median     High      Low
      -------------------------------    -----    ------     -----     -----
      LTM revenue                        0.65x    0.55x      1.64x     0.13x
      LTM EBITDA                         8.5x     8.6x       11.1x     4.7x

      Capitalink expects Collins to be valued below the mean of the comparable
transactions multiples due to its smaller size, cyclical nature and lumpiness of
its earnings, lower historical EBITDA margins and expected future decline in
revenue.

      Based on the above factors, Capitalink applied the following multiples to
the respective statistics:

      o  Multiples of 0.45x to 0.50x FY2006 revenue,

      o  Multiples of 7.0x to 8.0x FY2006 EBITDA,

      and calculated a range of enterprise values for Collins by weighting the
above indications equally to derive an indicated enterprise value range of
approximately $140.7 million to approximately $158.6 million.

      None of the target companies in the comparable transactions have
characteristics identical to Collins. Accordingly, an analysis of comparable
business combinations is not mathematical; rather it involves complex
considerations and judgments concerning differences in financial and operating
characteristics of the target companies in the comparable transactions and other
factors that could affect the respective acquisition values.


                                       28


      Based on the information and analyses set forth above, Capitalink
delivered its written opinion to the Board of Directors, which stated that, as
of February 10, 2007, based upon and subject to the assumptions made, matters
considered, and limitations on its review as set forth in the opinion, the cash
consideration per share is fair, from a financial point of view, to the
Unaffiliated Shareholders and Cashed Out Shareholders.

      Capitalink does not beneficially own any interest in either the Company or
Collins and is not a party to any agreements to provide any additional services
to the Company, AIP, Steel Partners or Collins. Ladenburg Thalmann & Co, Inc., a
sister company of Capitalink, as part of its ordinary course of business, is in
discussions from time to time with Steel Partners to provide investment banking
services.

      As described above, Capitalink's opinion was among the many factors taken
into consideration by the Board of Directors in approving the Reverse/Forward
Stock Split.

      CAPITALINK FEE ARRANGEMENTS

      Pursuant to the terms of Capitalink's engagement, we paid Capitalink a
nonrefundable fee of $105,000 for financial advisory services, including the
preparation and issuance of the Capitalink opinion. We have also agreed to
reimburse Capitalink for certain out-of-pocket expenses and have agreed to
indemnify Capitalink, its affiliates and their respective partners, directors,
officers, agents, consultants, employees and controlling persons against certain
liabilities, including liabilities under the federal securities laws. Other than
the aggregate of $187,500 in fees paid in connection with (i) a fairness opinion
relating to the Collins transaction and (ii) a proposed fairness opinion
relating to a potential acquisition of assets of an operating company in fiscal
year 2005 which did not close, the Company has not paid Capitalink any
compensation in the past two years.

      Capitalink's fairness opinion is attached as Annex B to this proxy
statement. In addition, the fairness opinion will be made available for
inspection and copying at our principal executive offices, located at 25
Enterprise Center, Suite 104, Middletown, Rhode Island 02842, during our regular
business hours by any interested shareholder or shareholder representative who
has been designated in writing. A copy of these materials will be sent to any
interested shareholder or representative who has been designated in writing,
upon written request and at the expense of the requesting shareholder.

DISSENTERS' AND APPRAISAL RIGHTS

      Under Delaware law, no appraisal or dissenters' rights are available to
our dissenting shareholders who dissent from the Reverse/Forward Stock Split.

      There may exist other rights or actions under Delaware law or federal and
state securities laws for shareholders who can demonstrate that they have been
damaged by the Reverse/Forward Stock Split. The nature and extent of such rights
or actions are uncertain and may vary depending on facts or circumstances.
Generally, shareholder challenges to corporate actions are related to fiduciary
responsibilities of corporate directors and officers.


                                       29


MATERIAL FEDERAL INCOME TAX CONSEQUENCES

      We summarize below the material federal income tax consequences to us and
to shareholders resulting from the Reverse/Forward Stock Split. This summary is
based on the provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury Regulations (the "Regulations") issued pursuant thereto,
and published rulings and court decisions in effect as of the date hereof, all
of which are subject to change. This summary does not take into account possible
changes in such laws or interpretations, including amendments to the Code,
applicable statutes, Regulations and proposed Regulations or changes in judicial
or administrative rulings, some of which may have retroactive effect. No
assurance can be given that any such changes will not adversely affect the
federal income tax consequences of the Reverse/Forward Stock Split.

      This summary does not address all aspects of the possible federal income
tax consequences of the Reverse/Forward Stock Split and is not intended as tax
advice to any person or entity. In particular, and without limiting the
foregoing, this summary does not consider the federal income tax consequences to
our shareholders in light of their individual investment circumstances nor to
shareholders subject to special treatment under the federal income tax laws (for
example, tax exempt entities, life insurance companies, regulated investment
companies and foreign taxpayers), or who hold, have held, or will hold stock as
part of a straddle, hedging, or conversion transaction for federal income tax
purposes. In addition, this summary does not address any consequences of the
Reverse/Forward Stock Split under any state, local, or foreign tax laws.

      We will not obtain a ruling from the Internal Revenue Service or an
opinion of counsel regarding the federal income tax consequences to our
shareholders as a result of the Reverse/Forward Stock Split. Accordingly, you
are encouraged to consult your own tax advisor regarding the specific tax
consequences of the proposed transaction, including the application and effect
of state, local, and foreign income and other tax laws.

      This summary assumes that you are one of the following: (i) a citizen or
resident of the United States, (ii) a domestic corporation, (iii) an estate the
income of which is subject to United States federal income tax regardless of its
source, or (iv) a trust if a United States court can exercise primary
supervision over the trust's administration and one or more United States
persons are authorized to control all substantial decisions of the trust. This
summary also assumes that you have held and will continue to hold your shares as
capital assets for federal income tax purposes.

      You should consult your tax advisor as to the particular federal, state,
local, foreign, and other tax consequences applicable to your specific
circumstances.

      We believe that the Reverse/Forward Stock Split will be treated as a tax-
free "recapitalization" for federal income tax purposes. This should result in
no material federal income tax consequences to us or to our shareholders who do
not receive cash in the transaction. However, if you are receiving cash in the
transaction, you may not qualify for tax free "recapitalization" treatment for
federal income tax purposes.


                                       30


      SHAREHOLDERS WHO DO NOT RECEIVE CASH IN CONNECTION WITH THE REVERSE
STOCK SPLIT

      If you (1) continue to hold stock directly immediately after the
Reverse/Forward Stock Split, and (2) you receive no cash as a result of the
Reverse/Forward Stock Split, you should not recognize any gain or loss in the
Reverse/Forward Stock Split for federal income tax purposes. Your aggregate
adjusted tax basis in your shares of stock held immediately after the
Reverse/Forward Stock Split will be equal to your aggregate adjusted tax basis
in your shares of stock held immediately prior to the Reverse Stock Split and
you will have the same holding period in your stock as you had in such stock
immediately prior to the Reverse/Forward Stock Split.

      SHAREHOLDERS WHO RECEIVED CASH IN CONNECTION WITH THE REVERSE STOCK
SPLIT

      If you (1) receive cash in exchange for fractional shares as a result of
the Reverse/Forward Stock Split, (2) you do not continue to hold any stock
directly immediately after the Reverse/Forward Stock Split, and (3) you are not
related to any person or entity that holds stock immediately after the
Reverse/Forward Stock Split, you will recognize capital gain or loss on the
Reverse/Forward Stock Split for federal income tax purposes, with such gain or
loss measured by the difference between the cash you receive for your cashed out
stock and your aggregate adjusted tax basis in such stock.

      If you receive cash in exchange for fractional shares as a result of the
Reverse/Forward Stock Split, but either continue to directly own stock
immediately after the Reverse/Forward Stock Split, or are related to a person or
entity who continues to hold stock immediately after the Reverse Stock Split,
you will recognize capital gain or loss in the same manner as set forth in the
previous paragraph, provided that your receipt of cash either (1) is "not
essentially equivalent to a dividend," (2) constitutes a "substantially
disproportionate redemption of stock," or (3) constitutes a "complete
termination of interest," as described below.

      o  "Not Essentially Equivalent to a Dividend." You will
         satisfy the "not essentially equivalent to a dividend"
         test if the reduction in your proportionate interest in
         us resulting from the Reverse/Forward Stock Split
         (taking into account for this purpose the stock owned by
         persons related to you) is considered a "meaningful
         reduction" given your particular facts and
         circumstances. The Internal Revenue Service has ruled
         that a small reduction by a minority shareholder whose
         relative stock interest is minimal and who exercises no
         control over the affairs of the corporation will satisfy
         this test.

      o  "Substantially Disproportionate Redemption of Stock."
         The receipt of cash in the Reverse/Forward Stock Split
         will be a "substantially disproportionate redemption of
         stock" for you if the percentage of our outstanding
         shares of Common Stock owned by you (and by persons
         related to you) immediately after the Reverse/Forward
         Stock Split is (a) less than 50% of all outstanding


                               31


         shares and (b) less than 80% of the percentage of shares
         of stock owned by you (and by persons related to
         you)immediately before the Reverse/Forward Stock Split.

      o  "Complete Termination of Interest." To satisfy the
         "complete termination of interest" test, you cannot
         continue to hold any stock directly immediately after
         the Reverse/Forward Stock Split. If you are treated as
         owning shares of stock actually or constructively owned
         by certain individuals and entities related to you, you
         may still satisfy the requirements of this test if you
         (i) retain no interest in the corporation immediately
         after the Reverse/Forward Stock Split (including any
         interest as an officer, director, or employee), other
         than an interest as a creditor, (ii) do not acquire an
         interest in the corporation within ten years after the
         date of the Reverse/Forward Stock Split, and (iii) agree
         to notify the Internal Revenue Service of the
         acquisition of any interest in the corporation within
         that ten-year period. You should consult your tax
         advisor for details if you find that these facts
         describe your situation and you wish to recognize
         capital gain or loss on the receipt of cash or your
         cashed out stock.

      In applying these tests, you will be treated as owning shares of stock
actually or constructively owned by certain individuals and entities related to
you. If your receipt of cash in exchange for stock is not treated as capital
gain or loss under any of the tests, it will be treated first as ordinary
dividend income to the extent of your ratable share of our current and
accumulated earnings and profits, then as a tax-free return of capital to the
extent of your aggregate adjusted tax basis in your shares, and any remaining
amount will be treated as capital gain. For a more detailed discussion, please
see "Capital Gain and Loss" and "Special Rate for Certain Dividends" in this
section below. If your receipt of cash in exchange for stock is treated as
ordinary dividend income, you may not receive any tax benefit from your basis in
such shares.

      CAPITAL GAIN AND LOSS

      For individuals, net capital gain (defined generally as your total capital
gains in excess of capital losses for the year) recognized upon the sale of
capital assets that have been held for more than 12 months generally will be
subject to tax at a rate not to exceed 15%. Net capital gain recognized from the
sale of capital assets that have been held for 12 months or less will continue
to be subject to tax at ordinary income tax rates. Capital gain recognized by a
corporate taxpayer will continue to be subject to tax at the ordinary income tax
rates applicable to corporations. There are limitations on the deductibility of
capital losses.

      SPECIAL RATE FOR CERTAIN DIVIDENDS

      In general, dividends are taxed at ordinary income rates. However, you may
qualify for a 15% rate of tax on any cash received in the Reverse Stock Split
that is treated as a dividend as described above, if (i) you are an individual
or other non-corporate shareholder, (ii) you have held the shares of stock with
respect to which the dividend was received for more than 60 days during the 121-
day period beginning 60 days before the ex-dividend date, as determined under
the Code, and (iii) you were not obligated during such period (pursuant to a
short sale or otherwise) to make related payments with respect to positions in


                                       32


substantially similar or related property. You are urged to consult with your
tax advisor regarding your applicability for, and the appropriate federal,
state, local, foreign or other tax treatment of, any such dividend income.

      BACKUP WITHHOLDING

      Shareholders will be required to provide their social security or other
taxpayer identification numbers (or, in some instances, additional information)
to the Transfer Agent in connection with the Reverse/Forward Stock Split to
avoid backup withholding requirements that might otherwise apply. The letter of
transmittal will require each shareholder to deliver such information when the
Common Stock certificates are surrendered following the Effective Date of the
Reverse/Forward Stock Split. Failure to provide such information may result in
backup withholding at a rate of 28%.

      As explained above, the amounts paid to you as a result of the
Reverse/Forward Stock Split may result in dividend income, capital gain income,
or some combination of dividend and capital gain income to you depending on your
individual circumstances. You should consult your tax advisor as to the
particular federal, state, local, foreign, and other tax consequences of the
transaction, in light of your specific circumstances.

      The preceding discussion of the material U.S. Federal Income Tax
consequences of the Reverse Stock Split is general and does not include all
consequences to every shareholder under federal, state, local, or foreign tax
laws. Accordingly, each shareholder should consult its own tax advisor as to the
particular tax consequences to it of the reverse stock split, including the
applicability and effect of any state, local, or foreign tax laws, and of any
proposed changes in applicable law.

MARKET INFORMATION

      The Company's Class A Common Stock is listed on the Boston Stock Exchange
under the symbol "BNC" and is traded on the NASD Over-the-Counter (OTC) Bulletin
Board, where market makers and other dealers provide bid and ask quotations.
Since December 15, 2004, the Company's Class A Common Stock has traded on the
OTC Bulletin Board under the symbol "BNSIA" and prior to the Holding Company
Reorganization on December 14, 2004, the stock of the Company's BNS Co.
subsidiary traded on the OTC Bulletin Board under the symbol "BNSXA". Set forth
below are the high and low prices for the Class A Common Stock on the OTC
Bulletin Board during the first two quarters of fiscal year 2007 and during the
last two fiscal years. The prices state inter-dealer quotations, which do not
include retail mark-ups, mark-downs or commissions. Such prices do not
necessarily represent actual transactions.

      2007                                    High           Low
      --------------------------------     ---------      ---------
      2nd Quarter (Feb 1 - Mar 30)         $   13.62      $   12.30
      1st Quarter (Nov 1 - Jan 31) (1)     $   13.75      $    6.62


                                       33


      2006
      --------------------------------

      4th  Quarter  (Aug 1 - Oct 31)       $    6.90      $    5.10
      3rd  Quarter  (May 1 - Jul 31)            5.70           5.20
      2nd Quarter  (Feb 1 - Apr 30)             6.02           5.40
      1st Quarter  (Nov 1 - Jan 31)             6.25           5.95

      2005
      --------------------------------
      4th  Quarter  (Aug 1 - Oct 31)       $    6.75      $    6.25
      3rd  Quarter  (May 1 - Jul 31)            7.00           6.55
      2nd  Quarter  (Feb 1 - Apr 30)            7.05           6.50
      1st  Quarter  (Nov 1 - Jan 31)            7.00           6.40


      (1)   The Company acquired the 80% interest in the entity that controls
            Collins on October 31, 2006.


      At February 9, 2007 the Company had approximately 1,309 shareholders of
record of its Class A Common Stock. The closing sales price on February 9, 2007
was $13.62.

      We have not declared or paid dividends on our Class A Common Stock and do
not anticipate declaring or paying any cash dividends on our Class A Common
Stock in the foreseeable future. We currently expect to retain future earnings,
if any, for the development of our business. Dividends may be paid on our Class
A Common Stock only if and when declared by our Board of Directors.

SUMMARIZED FINANCIAL DATA

      The following summarized data, prepared on a consolidated basis, should be
reviewed in conjunction with the Company's Annual Report on Form 10-KSB for the
year ended October 31, 2006 (incorporated by reference here-in and distributed
to shareholders with this Proxy statement), and the quarterly Report on Form
10-Q for the three month period ended January 31, 2007.

      As a result of the business combination with Collins Industries described
in the Company's filings with the SEC, the Statement of Income Data presented
for the year ended October 31, 2006 are designated as Predecessor amounts. The
Statement of Income Data presented for the quarter and the pro forma quarter
ended January 31, 2007 is designated as Successor amounts. The Balance Sheet
Data presented for all periods are designated as Successor amounts. A more
complete description of the business combination and the resulting financial
statement treatment can be found the Company's reports on Form 10-KSB and Form
10-QSB for the year and quarter ended October 31, 2006 and January 31, 2007,
respectively.


                                       34



                                                                 Quarter                                  Pro Forma
                                          Year Ended              Ended              Pro Forma          Quarter Ended
                                           10/31/06              1/31/07            Adjustments            1/31/07
                                           --------              -------            -----------            -------
                                         (Predecessor)         (Successor)              (1)              (Successor)
                                         -------------         -----------              ---              -----------
                                                          (In Thousands Except Per Share Information)
Statement of Income Data

Revenue                                   $   309,867          $    58,847                               $    58,847

Income from operations                         14,932                1,573                                     1,573

Net income (loss)                               8,144                 (832)                 (13)                (845)

Net income (loss) per common                                   $     (0.27)         $     (0.01)         $     (0.28)
share, Basic (2)

Net income (loss) per common                                   $     (0.27)         $     (0.01)         $     (0.28)
share,  Diluted (2)

Average shares outstanding (2)                                   3,030,922              (54,999)           2,975,923


Balance Sheet Data                         10/31/06              1/31/07                                   1/31/07
                                          (Successor)          (Successor)                               (Successor)
                                          -----------          -----------                               -----------

Current assets                                 71,412               67,482                                    67,482
Non-current assets                             79,410               78,638                                    78,633

Total assets                              $   150,822          $   146,115          $    (1,044)         $   145,071

Current liabilities                            43,360               42,031                                    42,031
Non-current liabilities                        84,958               82,444                                    82,444
Minority Interest                               2,800                2,769                2,769
Common Stock                                       30                   30                                       30

Additional Paid in Capital                     87,122               87,122                                    87,122

Treasury Stock                                   (455)                (455)              (1,044)              (1,499)
Retained Earnings (deficit)                   (66,994)             (67,826)                                  (67,826)
Total Shareholders' Equity                $    19,702          $    18,871          $    (1,044)         $    17,827
Book value per share                             6.50                 6.22                 (.24)                5.98

(1)   Reflects the repurchase of an estimated 54,999 shares of common stock as a result of the 1 for 200 reverse
      stock split in exchange for $13.62 per whole share equivalent plus transaction costs, financed from the
      Company's working capital. Pro Forma change in Net income (loss) represents interest that would otherwise have
      been earned on funds used for redemption. Repurchased shares will be retained as treasury stock by the
      Company.

(2)   Earnings per share information for the predecessor for the year ended October 31, 2006 are not presented,
      since as a result of the business combination, this information is not meaningful to successor shareholders.



                                                         35


EXCHANGE OF CERTIFICATES; PAYMENT OF CASH CONSIDERATION

      On the Effective Date of the Reverse/Forward Stock Split, all stock
certificates evidencing ownership of Common Stock held by Cashed Out
Shareholders shall be deemed canceled without further action by the
shareholders. Those certificates will no longer represent an ownership interest
in our company, but will represent only the right to receive cash equal to
$13.62 per share in exchange for those shares. Certificates representing the
shares owned by Cashed Out Shareholders subsequently presented for transfer will
not be transferred on our books or records. Cashed Out Shareholders will not
receive any interest on cash payments owed as a result of the Reverse/Forward
Stock Split.

      We have appointed the Transfer Agent to act as paying agent to carry out
the payment of cash to Cashed Out Shareholders who surrender their stock
certificates. The Transfer Agent will furnish shareholders with the necessary
materials and instructions to effect the surrender promptly following the
Effective Date of the Reverse/Forward Stock Split. The letter of transmittal
will direct how certificates are to be surrendered for cash. Shareholders must
complete and sign the letter of transmittal and return it with their stock
certificate(s) to the Transfer Agent in accordance with the instructions set
forth in the transmittal letter before they can receive cash payment for those
shares. The letter of transmittal will also contain instructions in the event
that your certificate(s) has been lost, destroyed, or mutilated. Do not send
your stock certificates to us, and do not send them to the Transfer Agent, until
you have received a transmittal letter and followed the instructions in the
letter of transmittal.

      We anticipate that the Transfer Agent will disburse the amount payable to
Cashed Out Shareholders within three weeks of the Effective Date of the
Reverse/Forward Stock Split, subject to its receipt of a letter of transmittal
in proper form and corresponding stock certificate(s). No service charges will
be payable by Cashed Out Shareholders in connection with the surrender of their
stock certificates. All expenses of the Reverse/Forward Stock Split will be
borne by us, subject to any shareholder's agreement with our broker, bank, or
other nominee, if any.

      If you are a Continuing Shareholder with a stock certificate representing
your shares, your stock certificate(s) must be exchanged for a new stock
certificate(s) that will bear a new CUSIP number and the following legend:

      THIS CERTIFICATE, AND THE SHARES OF STOCK REPRESENTED HEREBY, ARE SUBJECT
TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THE CERTIFICATE OF INCORPORATION OF
THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH
MAY BE OBTAINED FROM THE CORPORATION BY THE RIGHTFUL HOLDER HEREOF. NEITHER THIS
CERTIFICATE NOR ANY INTEREST REPRESENTED BY THIS CERTIFICATE MAY BE SOLD OR
OTHERWISE TRANSFERRED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH
CERTIFICATE OF INCORPORATION.

      The Transfer Agent will furnish shareholders with the necessary materials
and instructions to effect the surrender promptly following the Effective Date
of the Reverse/Forward Stock Split. The letter of transmittal will direct how


                                       36


old certificates are to be surrendered for new certificates. Shareholders must
complete and sign the letter of transmittal and return it with their stock
certificate(s) to the Transfer Agent in accordance with the instructions set
forth in the transmittal letter before they can receive their new stock
certificate(s) for those shares. The letter of transmittal will also contain
instructions in the event that your certificate(s) has been lost, destroyed, or
mutilated. Do not send your stock certificates to us, and do not send them to
the Transfer Agent, until you have received a transmittal letter and followed
the instructions in the letter of transmittal.

      If your shares are held in street name, under Delaware law the proposed
Reverse/Forward Stock Split would not impact your shares. However, we plan to
work with brokers and nominees to offer to treat shareholders holding shares in
street name in substantially the same manner as shareholders whose shares are
registered in their names. To determine the transaction's effect on any shares
you hold in street name, you should contact your broker, bank or other nominee.

      YOU SHOULD NOT SEND YOUR STOCK CERTIFICATES NOW. YOU SHOULD SEND THEM ONLY
AFTER YOU RECEIVE A LETTER OF TRANSMITTAL FROM THE TRANSFER AGENT. IF THE
REVERSE STOCK SPLIT IS APPROVED AT THE ANNUAL MEETING, AND SUBSEQUENTLY
IMPLEMENTED BY THE BOARD, LETTERS OF TRANSMITTAL WILL BE MAILED SOON AFTER THE
REVERSE STOCK SPLIT IS COMPLETED.

RECOMMENDATION OF THE BOARD OF DIRECTORS

      Upon the recommendation and approval of the Independent Committee, the
Board of Directors reasonably believes and unanimously determined that the
Reverse/Forward Stock Split is fair to, and in our and our shareholders' best
interests.

      THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL AND ADOPTION OF THE CERTIFICATES OF AMENDMENT TO OUR CERTIFICATE OF
INCORPORATION TO EFFECT THE REVERSE/FORWARD STOCK SPLIT.

      Please note that voting "FOR" the proposal does not mean that the
Reverse/Forward Stock Split will be consummated. By voting "FOR" the proposal,
you are giving our Board of Directors the discretion to reject (and not
implement) the reverse stock split (even after the amendment is approved by the
stockholders). If for any reason the Reverse/Forward Stock Split is not
approved, or, if approved, not implemented, the shares of our Common Stock will
not be deregistered under the Exchange Act or delisted from the Boston Stock
Exchange and from the OTCBB, unless and until such time as we are eligible to do
so and our Board of Directors decides to do so.


                                       37


                                 PROPOSAL NO. 2

                  AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
                       TO GRANT THE RIGHT OF FIRST REFUSAL

      In connection with the Reverse/Forward Stock Split described above, we are
seeking approval of an amendment to our Certificate of Incorporation granting to
us an option to repurchase any shares of Common Stock proposed to be transferred
if the proposed transfer would cause the number of holders of record of our
Common Stock to equal or exceed 250 (the "Right of First Refusal"), the form of
which is attached hereto as Annex A-3. For purposes of the Right of First
Refusal, a "transfer" would include any conveyance of Common Stock, whether
voluntary or involuntary, including but not limited to any sale, gift,
assignment, bequest, or devise.

      The purpose of the Right of First Refusal is to ensure that we do not,
inadvertently, become subject to federal securities law reporting requirements
and Section 404 of Sarbanes-Oxley in the future.

      The price to be paid for the shares pursuant to the Right of First Refusal
would be equal to (i) the mean between the bid and asked prices (as published in
the "pink sheets") averaged over the 20 trading days on which the shares of
Common Stock were actually quoted immediately preceding the date of exercise of
the option or (ii) if the Common Stock is not then quoted in the "pink sheets,"
or if such determination cannot otherwise be made, the fair market value of such
shares as determined in good faith by our Board of Directors.

      We will have 30 days to exercise our option upon becoming aware of a
proposed transfer that would cause the number of holders of record of our Common
Stock to equal or exceed 250.


      If approved by our shareholders, and upon subsequent action by our Board
of Directors, we will file an amendment to our Certificate of Incorporation to
grant us the Right of First Refusal. It must be noted, however, that the Right
of First Refusal, if approved by our shareholders, shall only be effectuated by
our Board of Directors if the proposal to approve the Reverse/Forward Stock
Split is approved by our shareholders and is effectuated by our Board of
Directors.

ADVANTAGES AND DISADVANTAGES OF THE
RIGHT OF FIRST REFUSAL TO UNAFFILIATED STOCKHOLDERS

      With respect to the Right of First Refusal, the Company believes that such
proposal is advantageous to the Unaffiliated Stockholders because it will allow
them to sell their holdings without having to pay brokerage commissions and
other transaction costs. On the other hand, the Company believes that the
proposal is disadvantageous to Unaffiliated Stockholders because it will require
them to take an additional step of informing the Company of any transfer they
want to execute. This could result in a potential sale being lost because
third-party purchasers may decide not to purchase the shares because they do not
want to wait 30 days while the Company determines to exercise its option. In
addition, it is possible that a potential purchaser may be willing to pay more
for the shares of Common Stock proposed to be transferred than the Company is
required to pay pursuant to the Right of First Refusal.


SPECIAL INTERESTS OF THE AFFILIATED SHAREHOLDERS IN THE RIGHT OF FIRST REFUSAL

      In considering the recommendation of our Board of Directors with respect
to the Right of First Refusal, our shareholders should be aware that our
Affiliated Shareholders which includes our executive officers and directors have
interests in the transaction, which are in addition to, or may be different
from, our shareholders' generally. These interests may create potential
conflicts of interest including, but not limited to, the significant increase in
legal exposure for members of boards of directors of public reporting companies,
especially in the aftermath of recent legislation and related regulations. While
there are still significant controls, regulations, and liabilities for directors
and executive officers of unregistered companies, the legal exposure for the
members of our Board of Directors and our executive officers will be reduced
after the deregistration of the Common Stock.


                                       38


      Each of the Affiliated Shareholders has indicated to us that he will vote
his Common Stock in favor of the Right of First Refusal.

DISSENTERS' AND APPRAISAL RIGHTS

      Under the General and Business Corporation Law of Delaware, our
shareholders are not entitled to dissenters' rights in connection with the Right
of First Refusal.

      There may exist other rights or actions under Delaware law or federal and
state securities laws for shareholders who can demonstrate that they have been
damaged by the Right of First Refusal. The nature and extent of such rights or
actions are uncertain and may vary depending on facts or circumstances.
Generally, shareholder challenges to corporate actions are related to fiduciary
responsibilities of corporate directors and officers.

RECOMMENDATION OF THE BOARD OF DIRECTORS

      Our Board of Directors believes that ensuring that we do not,
inadvertently, become subject to federal securities law reporting requirements
and Section 404 of Sarbanes-Oxley in the future is important to maximize the
effects of the Reverse/Forward Stock Split and our expenditures to effect such a
transaction are not wasted. The Right of First Refusal provides our Board of
Directors a very efficient tool to allow them to focus on the Company's
long-range plans and not be hampered by inadvertent and/or occasional transfers
of shares of Common Stock by our Continuing Shareholders that may require us to
be a reporting company. The Board of Directors also believes that the Right of
First Refusal is also fair to all shareholders of the Company since the price to
be paid is determined by the bid and ask prices (as published in the "pink
sheets") or in their good faith determination.

      Upon the recommendation and approval of the Independent Committee, the
Board of Directors reasonably believes and has unanimously determined that the
Right of First Refusal is procedurally and substantively fair to, and in our and
our shareholders' best interests.

      THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL AND ADOPTION OF THE CERTIFICATE OF AMENDMENT TO OUR CERTIFICATE OF
INCORPORATION TO GRANT THE RIGHT OF FIRST REFUSAL.

      Please note that voting "FOR" the proposal does not mean that we will
exercise our option to repurchase shares. By voting "FOR" the proposal, you are
giving our Board of Directors the option to repurchase shares at its discretion
if a proposed transfer would cause the number of holders of record of the Common
Stock to equal or exceed 250.

      The Board of Directors has retained the absolute authority to reject (and
not implement) the Right of First Refusal (even after shareholder approval of
the amendment).

    PLEASE NOTE THAT APPROVAL OF PROPOSAL NO. 2 IS CONTINGENT ON APPROVAL OF
                PROPOSAL NO. 1, THE REVERSE/FORWARD STOCK SPLIT.


                                       39


                                 PROPOSAL NO. 3

                  AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
                    TO REDUCE THE NUMBER OF AUTHORIZED SHARES

      In connection with the Reverse/Forward Stock Split described above, we are
seeking the approval of amendments to our Certificate of Incorporation to
decrease the number of authorized shares of Class A Common Stock, $.01 par
value, from 30,000,000 to 5,000,000, and eliminate the authorized shares of
Class B Common Stock, $.01 par value, (the "Authorized Share Reduction"), the
form of which is attached hereto as Annex A-4. As of the Record Date, there were
3,035,944 shares of Common Stock outstanding and no Class B Common Stock
outstanding. As a result of the implementation of the Reverse/Forward Stock
Split, we expect to reduce the number of shares of Common Stock outstanding to
approximately 2,980,945. If we continue to have 30,000,000 shares of Common
Stock authorized for issuance, it would result in us having more authorized
shares of Common Stock than are useful in the near future and it would increase
the franchise taxes we would have to pay to the Delaware Secretary of State.
Furthermore, such an increased proportion of unissued authorized shares to
issued shares could, under certain circumstances, have an anti-takeover effect
(for example, by permitting issuances that would dilute the stock ownership of a
person seeking to effect a change in the composition of our Board of Directors
or contemplating a tender offer or other transaction to combine us with another
entity.)

      For the reasons stated above, if the Reverse/Forward Stock Split proposal
is approved, our Board of Directors has proposed to decrease the number of
authorized shares of Common Stock from 30,000,000 to 5,000,000 shares and to
eliminate the authority to issue shares of Class B Common Stock. We believe that
such a reduction will remove the excessive amount of authorized shares, reduce
the franchise taxes that would otherwise be payable to the Delaware Secretary of
State and prevent the creation of a possible anti-takeover device, and at the
same time still provide a sufficient number of authorized shares to allow us to
issue shares and provide for conversion of preferred stock and other convertible
securities in the future.


      It must be noted, however, that the Authorized Share Reduction, if
approved by our shareholders, shall only be effectuated by our Board of
Directors if the Reverse/Forward Stock Split proposal is approved by our
shareholders and is effectuated by our Board of Directors.


RECOMMENDATION OF THE BOARD OF DIRECTORS

      Upon the recommendation and approval of the Independent Committee, the
Board of Directors reasonably believes and has unanimously determined that the
Authorized Share Reduction is procedurally and substantively fair to, and in our
and our shareholders' best interests.

      THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL AND ADOPTION OF THE CERTIFICATE OF AMENDMENT TO OUR CERTIFICATE OF
INCORPORATION TO GRANT THE AUTHORIZED SHARE REDUCTION.


                                       40


      PLEASE NOTE THAT APPROVAL OF PROPOSAL NO. 3 IS CONTINGENT ON APPROVAL
OF PROPOSAL NO. 1, THE REVERSE/FORWARD STOCK SPLIT.

                                 PROPOSAL NO. 4

                              ELECTION OF DIRECTORS

      The table below sets forth the name of each person nominated by the Board
of Directors to serve for a term expiring on the date of the Annual Meeting and
until his respective successor is elected and qualified. Each nominee has
consented to be named as a nominee and, to our present knowledge, is willing and
able to serve as a director, if elected. Should any of the nominees not remain a
candidate at the end of the Annual Meeting (a situation which is not expected),
proxies solicited hereunder will be voted in favor of those who remain as
candidates and may be voted for substitute nominees. The director's service as a
director of BNS Co., our wholly-owned subsidiary, prior to December 14, 2004,
the date we reorganized as a holding company, is included when determining the
year the director was first elected as our director. Unless contrary
instructions are given on the proxy, the shares represented by a properly
executed proxy will be voted "FOR" the election of the following persons:

                    Year
Director            Became
Name                Director     Professional Background
---------------     --------     -----------------------------------------------

J. Robert Held      1996         Since 1996, Mr. Held has served as a consultant
(68)                             to the computer industry. From 1988 to 1995, he
                                 was President, Chief Executive Officer and a
                                 Director of Chipcom Corporation, a computer
                                 communications company. Mr. Held is currently a
                                 Director of Art Technology Group (Nasdaq:
                                 ARTG), a customer relationship management
                                 company, and Azimuth Inc., a start-up in the
                                 wireless market. Until 2004, Mr. Held served as
                                 a director of e-studio, a webcasting business,
                                 and ESI, a software company.


James Henderson     2004         Mr. Henderson began his career at Unisys
(49)                             Corporation, an e-business solutions provider
                                 in 1979 where he was employed as an executive
                                 over the course of sixteen years. Mr. Henderson
                                 left Unisys Corporation in 1996 to join Aydin
                                 Corporation. From 1996 to July 1999, Mr.
                                 Henderson was employed in various positions
                                 with Aydin Corporation which included tenure as
                                 President and Chief Operating Officer from
                                 October 1998 to June 1999. Mr. Henderson joined
                                 Steel Partners in August 1999 and serves as
                                 Executive Vice President of Steel Partners,
                                 Ltd. From January 2001 to August 2001, Mr.
                                 Henderson served as President of MDM
                                 Technologies, Inc., a direct mail and marketing
                                 company. Mr. Henderson served as a director of
                                 ECC International Corp., a manufacturer and
                                 marketer of computer controlled simulators for
                                 training personnel to perform maintenance and
                                 operator procedures on military weapons, from


                                       41


                                 December 1999 until September 2003 and as
                                 acting Chief Executive Officer from July 2002
                                 until March 2003. Mr. Henderson has been
                                 serving as President and Chief Operating
                                 Officer of WebFinancial Corporation, a
                                 commercial and consumer lender, since November
                                 2003 and as CEO and a Director since June 2005.
                                 He has served as a director of WebBank, an FDIC
                                 Insured, State of Utah Industrial Loan
                                 Corporation, since March 2000, Acting Chief
                                 Executive Officer of WebBank from November 2004
                                 until May 2005 and as Chairman since November
                                 2004. He has also served as President of
                                 Gateway Industries, Inc., a provider of
                                 database development and website design and
                                 development services, since December 2001. Mr.
                                 Henderson has served as a director of SL
                                 Industries, Inc., a manufacturer and marketer
                                 of Power and Data Quality systems and equipment
                                 for industrial, medical, aerospace and consumer
                                 applications, since January 2002. Mr. Henderson
                                 has served as a director of Del Global
                                 Technologies Corp., a manufacturer and marketer
                                 of medical imaging equipment and power
                                 conversion subsystems, since November 2003 and
                                 as Chairman since May 2005. Mr. Henderson has
                                 served as a director of Angelica Corporation,
                                 an outsourced linen management services
                                 provider to the healthcare industry, since
                                 September 2006. Mr. Henderson has served as a
                                 director of Collins I Holding Corp. and Collins
                                 Industries, Inc. since November 1, 2006.

Jack Howard (45)    2004         Mr. Howard co-founded Steel Partners II, L.P.
                                 in October 1993, where he currently holds
                                 representative positions. He has served as a
                                 director since 1996 and as Vice President since
                                 1997 of WebFinancial Corp. (formerly Rose's
                                 Holdings Inc.), a commercial and consumer
                                 lender that owns WebBank Corp., an FDIC insured
                                 industrial loan bank located in Salt Lake City,
                                 Utah. In 2005, Mr. Howard began serving as a
                                 director of WHX Corporation. Also in June 2005,
                                 he joined the Board of Cosine Communications.
                                 From January 1989 to present, Mr. Howard has
                                 served as Principal at Mutual Securities, Inc.,
                                 a registered broker-dealer.

Kenneth N. Kermes   2000         Mr. Kermes has served as our Chairman of the
(71)                             Board of Directors since May 2001. From January
                                 2004 to September 2004, he served as Director
                                 of Major Gifts, Advancement Department of the
                                 University of Rhode Island. From April 2002 to
                                 January 2004, he was Vice President of Planning
                                 and Service Development, South County Hospital.
                                 From May 2001 to April 2002, and from 1999 to
                                 2000, he was a Partner at SeaView Capital, a
                                 private equity firm. From May 2000 to May 2001,
                                 he was Interim President and Chief Executive
                                 Officer of BNS Co. From 1998 to 1999, he was a
                                 partner at Bay View Equity Partners, a private
                                 equity firm. From 1994 to 1998, he served as
                                 Vice President for Business and Finance and
                                 Chief Financial and Administrative Officer for
                                 the University of Rhode Island. From 1998 to
                                 date, he has served as a Director of AT Wall, a


                                       42


                                 metal stamping company. From 1996 to date, he
                                 has served as a Director of Bradford Soap
                                 International, a soap manufacturing company,
                                 and from 2005 to date he has served as a
                                 director of ION Signature Technology, Inc., a
                                 software development company for scientific
                                 analytical equipment. Mr. Kermes has served as
                                 a director of Collins I Holding Corp. and
                                 Collins Industries, Inc. since November 1,
                                 2006.

Recommendations of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES.

                               GENERAL INFORMATION
                       RELATING TO THE BOARD OF DIRECTORS

ORGANIZATION AND MEETINGS

      The Board of Directors, which is comprised exclusively of non-employee
directors, presently maintains standing committees on audit ("Audit Committee")
and corporate governance, compensation and nominating committee ("Nominating,
Compensation and Corporate Governance Committee"). The Board of Directors held
four regular meetings and three special meetings in fiscal year ended October
31, 2006. Each of the directors participated in 75% or more of the aggregate
number of meetings of the Board of Directors and of the committees on which he
is a member. The Board of Directors does not have a policy requiring attendance
by the directors at our Annual Meetings. One director attended our annual
meeting of shareholders for fiscal year 2006.

AUDIT COMMITTEE

      The Audit Committee is composed of Messrs. Kermes (Chairman) and Held. The
Audit Committee met four times in fiscal year ended October 31, 2006. The
current members of the Audit Committee satisfy the independence requirements and
other established criteria by the Boston Stock Exchange and the Securities and
Exchange Commission. The Board of Directors has determined that Mr. Kermes,
Chairman of the Audit Committee, is an "audit committee financial expert." The
Audit Committee recommends, for approval by the stockholders, the appointment of
a firm of independent certified public accountants to audit our financial
statements. The Audit Committee approves all audit and non-audit services
provided by our independent auditor. The Audit Committee also meets with the
independent accountants and our chief financial officer to review the scope and
results of the audit, the scope of audit and non-audit services, the range of
audit and non-audit fees, any proposed changes in accounting policies,
practices, or procedures, including those relating to our internal controls, and
our financial statements to be included in our Annual Report on Form 10-KSB and
other related matters. A copy of the Charter for the Audit Committee was
previously filed with our Proxy Statement relating to our 2006 Annual Meeting of
Stockholders.


                                       43


NOMINATING, COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE

      The Nominating, Compensation and Corporate Governance Committee is
composed of Messrs. Held (Chairman) and Howard. Each of the members of this
committee, other than Mr. Howard, is an "independent director" under the rules
of the Boston Stock Exchange. Pursuant to the rules of the Boston Stock
Exchange, the Board of Directors has determined that, based on Mr. Howard's
current and past professional experience, including serving as a vice president
and director of a public company and as a director of several private companies,
his membership on this committee is in our and our shareholders' best interests.

      The Nominating, Compensation and Corporate Governance Committee met one
time in fiscal year ended October 31, 2006. The purposes of the Nominating,
Compensation and Corporate Governance Committee are (i) to identify individuals
qualified to become members of the Board, (ii) to select, or to recommend that
the Board select, the director nominees for the next annual meeting of
stockholders, (iii) to develop and recommend to the Board of Directors a set of
corporate governance principles applicable to us, and (iv) to discharge the
Board of Director's responsibilities relating to the compensation of our
executives and prepare an annual report on executive compensation for inclusion
in our annual proxy statement in accordance with the proxy rules. The committee
also performs a periodic review of salaries and compensation/benefit plans for
our executive officers and other key management personnel and administers our
1999 Equity Incentive Plan. A copy of the charter for the Nominating,
Compensation and Corporate Governance Committee was attached as Annex C to our
May 2004 Proxy Statement. The Nominating, Compensation and Corporate Governance
Committee may utilize a variety of methods for identifying potential nominees
for directors, including considering potential candidates who come to their
attention through current officers, directors, professional search firms or
other persons. Once a potential nominee has been identified, the Nominating,
Compensation and Corporate Governance Committee evaluates whether the nominee
has the appropriate skills and characteristics required to become a director in
light of the then current make-up of the Board of Directors. This assessment
includes an evaluation of whether: (a) the nominee is an individual of the
highest personal and professional integrity; (b) the nominee has substantial
experience which is of particular relevance to us; (c) whether the nominee has
sufficient time available to devote to our affairs; and (d) the nominee will be
effective, in conjunction with the other directors, in collectively serving the
interests of the stockholders.

      Each nominee for election at the Annual Meeting was recommended to the
Board of Directors by the Nominating, Compensation and Corporate Governance
Committee. In addition, each of the nominees was identified in accordance with
the requirements of the Confirmatory Agreement between us and Steel Partners II,
L.P. See "Certain Relationships and Related Transactions - Confirmatory
Agreement with Steel Partners" below.

STOCKHOLDER NOMINATIONS

      The Nominating, Compensation and Corporate Governance Committee considers
stockholder nominations for candidates for membership on the Board of Directors
when properly submitted in accordance with our By-laws. The Nominating,
Compensation and Corporate Governance Committee will review and evaluate such
stockholder nominations in the same manner as it evaluates all other nominees.


                                       44


      Our By-laws provide that nominations for the election of directors may be
made by any stockholder entitled to vote in the election of directors. A
stockholder may nominate a person for election as a director at a meeting only
if written notice of such stockholder's intent to make such nomination has been
given to our Secretary pursuant to the By-laws as described in "Stockholder
Proposals" in this Proxy Statement. Each notice must set forth: (i) the name,
business and residential address, and age of the proposed nominee, (ii) the
principal occupation or employment of the prospective nominee, (iii) the number
of shares of our capital stock which are beneficially owned by the prospective
nominee, (iv) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder and (v) such other information regarding each nominee proposed
by such stockholder as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
the nominee been nominated, or intended to be nominated, by the Board of
Directors. Each notice shall include a signed consent of each such nominee to
serve as director of the corporation, if elected. Nominees shall also, upon
request, promptly provide us with such information considered appropriate by the
Board of Directors or the Secretary. Stockholders may make informal
recommendations for nominees for directors by calling our Corporate Secretary at
(401) 848-6400. Such recommendations are not entitled to the benefit of By-law
procedures described above.

DIRECTOR COMPENSATION

       On January 22, 2007, Holding granted options to purchase 3,000 shares to
management personnel of Collins under a-newly adopted stock option plan, which
as previously contemplated provides for the issuance of up to 3,300 shares of
Holding.

      On March 13, 2006, as payment of the Director Retainer Fee for the year
2006, an award of 1,000 restricted shares of Common Stock, plus $15,000 in cash
to each of the directors then in office on January 1, 2006. The restrictions on
such shares will expire on March 13, 2007. A bonus of $30,000 was awarded to
Kenneth Kermes , our Chairman of the Board, and was paid on March 22, 2006. No
additional retainer is paid to directors who are chairpersons of a committee.
For attendance at meetings, each director receives a fee of $750 for each Board
meeting attended and $500 for each Committee meeting attended as well as a fee
of $375 for each teleconference Board meeting, and $250 for each teleconference
Committee meeting, which lasts more than one-half hour in duration.

                  CERTAIN RELATIONSHIPS AND RELATED TRANSACTION
                                       AND
                              DIRECTOR INDEPENDENCE

TERM LOAN AGREEMENT WITH STEEL PARTNERS

      As of October 31, 2006, we entered into a $14,000,000 Term Loan Agreement
with Steel (the "Steel Term Loan"). The Term Loan incurs interest at a rate of
15% per annum and matures on August 31, 2011. Interest shall be payable
quarterly and may be paid in kind. Proceeds of the Steel Term Loan shall be used
by us as partial payment to Holding for 80% of its outstanding equity interest.
As collateral for the Steel Term Loan, we granted Steel a continuing first
priority security interest in any interest or right in any kind of property or


                                       45


asset, whether real, personal, or mixed, owned or leased, tangible or
intangible, and whether now held or hereafter acquired. In addition, Steel shall
also receive a first priority pledge of all outstanding capital stock or other
beneficial interest of Holding.

STOCKHOLDERS AGREEMENT BETWEEN US AND AIP

      As of October 31, 2006, we, Holding, Collins, AIP and certain employee
shareholders (collectively, the "Holding Stockholders") entered into a
Stockholders' Agreement (the "Holding Stockholders Agreement") which provides,
among other things, (i) that Holding Stockholders will vote for a Board of
Directors of Holding consisting of one director appointed by AIP and four
directors appointed by us and (ii) that certain major corporate actions (i.e. a
material corporate transaction or a sale of all of the assets of Holding) cannot
be made without our and AIP's approval. In addition, the Holding Stockholders
Agreement provides that we may initiate a sale of Collins, subject to the
approval of the director designated by AIP. If such sale is initiated, the other
shareholders must go along with such sale as long as such other shareholders
receive the same per share consideration. The Holding Stockholders Agreement
further provides that at any time subsequent to the earlier of (x) October 31,
2011 and (y) any of (1) the consummation of any transaction (including any
merger or consolidation) the result of which is that any "person" or "group" (as
such terms are defined for purposes of the Securities Act), other than Steel or
one of its affiliates of which Steel owns at least 20% of the equity interests
of each class of equity interests of such affiliate, becomes the owner, directly
or indirectly, of 35% or more of our issued and outstanding equity interests,
(2) Steel ceases to (a) beneficially own and control, directly or indirectly, at
least 20% of the equity interests of each class of our equity interests entitled
(without regard to the occurrence of any contingency) to vote for the election
of the members of our Board of Directors, or (b) have at least two
representatives on our Board of Directors(3) we cease to (a) beneficially own
and control, directly or indirectly, at least 80% of the issued and outstanding
equity interests of each class of equity interests of Holding entitled (without
regard to the occurrence of any contingency) to vote for the election of the
members of the Board of Directors of Holding or (b) have the right to elect or
appoint at least four of the five members of the Board of Directors of Holding,
then the earlier of (A) six months after the first date subsequent to the
closing date that Steel no longer owns at least 15% of our outstanding shares
and (B) October 31, 2009, AIP may commence negotiations providing for our
purchase of AIP's interest. For a period of 90 days AIP will negotiate
exclusively with us. If we cannot reach an agreement, then Goldman Sachs will be
engaged to conduct an auction of Holding. The Holding Stockholders Agreement
shall terminate upon an initial public offering, liquidation, sale, or the
agreement of a majority of the shares of Holding we hold (or our shareholders)
and a majority of the shares held in Holding by AIP and the employees of Holding
or its subsidiaries.

STEEL PARTNERS ADVISORY FEE

      At the closing of the Merger, Collins paid Steel a $1.0 million advisory
fee in connection with various services Steel provided relating to the
acquisition of Collins including, but not limited to indicating its willingness
to provide a financing commitment to fully fund the acquisition, as well as
assisting in arranging for a revolving line of credit and term loan and lien
with GMAC Commercial Finance LLC and a second lien with Orix Finance Corp.


                                       46


CONFIRMATORY AGREEMENT WITH STEEL PARTNERS

      On December 8, 2004, we entered into a Confirmatory Agreement (the
"Confirmatory Agreement") with Steel. On December 8, 2004, Steel held
approximately 597,057 shares of our Class A Common Stock (representing
approximately 19.9% of our combined outstanding Class A and Class B Common Stock
at the time). Under the Confirmatory Agreement, Steel acquired additional shares
of our stock from Couchman Partners, L.P., resulting, after such purchase, in
Steel's ownership of our Common Stock increasing to 41.8% of the outstanding
common stock. In connection with these acquisitions, we agreed to amend our
Rights Agreement to increase the common stock ownership threshold applicable to
"Existing Persons" (as defined in the Rights Agreement) from 20% to 45%.

      Pursuant to the terms of the Confirmatory Agreement, following the
acquisition of the shares, two of the then five independent directors on our
Board of Directors resigned from the Board and the number of directors on the
Board was fixed at five. Presently two of our four directors, Jack Howard and
James Henderson, are representatives of Steel. We have agreed to recommend for
reelection as directors of the two representatives of Steel (Messrs. Howard and
Henderson) at this Annual Meeting.

      Steel has also agreed in the Confirmatory Agreement that commencing with
the Company's 2006 Annual Meeting of Stockholders and continuing to each Annual
Meeting held prior to December 31, 2009, Steel will vote its and its affiliates'
shares to elect at least two non-Steel director nominees (individually, a
"Non-Steel Director Representative" or together, "Non-Steel Director
Representatives"), as nominated by the Non-Steel Directors Committee, who shall
be any two members of the Non-Steel Directors Committee. The Non-Steel Directors
Committee (currently composed of Messrs. Kermes and Held) shall be composed of
Non-Steel Director Representatives, or any of their designated successors, as
long as they remain qualified as a non-Steel representative and are willing to
serve as our directors. If the Non-Steel Directors Committee does not name a
Non-Steel director nominee, Steel shall select two director nominees as
Non-Steel Director Representatives.

      In the event that none or only one of the Non-Steel Director
Representatives, and successors designated by them, are willing and able to
stand for election as Independent Directors, then a committee of the then
Non-Steel Director Representatives of the Board of Directors will nominate a
replacement (or replacements, if applicable) candidates to fill the Non-Steel
Director Representatives positions on the Board of Directors. Under the terms of
the Confirmatory Agreement, there will be two Non-Steel Representatives on the
Board of Directors at all times through December 31, 2009. However, in the event
that there are no Non-Steel Director Representatives (or a successor designated
by them) at a given time, then the remaining directors will (after good faith
consultation with any available nominees to be Non-Steel Director
Representatives) select new Non-Steel Director Representative.

      The Confirmatory Agreement further provides that the approval of the
Non-Steel Director Representatives will be required, or in certain circumstances
the approval of the stockholders, subject to certain exceptions (all as set out
in the Confirmatory Agreement) before the adoption or consummation of certain
actions, including the following: (1) entering into any contract, arrangement,
understanding or transaction between Steel and us; (2) further amending,
modifying or repealing of the Rights Agreement after the amendment contemplated
by the Confirmatory Agreement; and (3) any amendment, modification or repeal of
the Confirmatory Agreement.


                                       47


      The Confirmatory Agreement terminates on December 31, 2009.

MICHAEL WARREN ASSOCIATES AGREEMENT

      As of January 2007, we entered into an agreement with Michael Warren
Associates, Inc. through the end of 2007. We had previously been a party to a
separate agreement with Michael Warren Associates concerning his compensation in
2005. Michael Warren receives his compensation from us through Michael Warren
Associates, Inc. See "Employment, Severance, and Other Agreements - Michael
Warren Associates Agreements".

INFORMATION RELATING TO DIRECTOR INDEPENDENCE

      Reference is made to the list of directors in the Section entitled
"Directors and Executive Officers" herein which identifies who among our
directors are independent.

                             AUDIT COMMITTEE REPORT

      The Audit Committee of the Board of Directors has furnished the following
report on its activities:

      The Audit Committee is composed of two directors, all of who satisfy the
independence requirements and other established criteria by the Boston Stock
Exchange and the Securities and Exchange Commission. The Board has determined
that Mr. Kermes, Chairman of the Audit Committee, is an "audit committee
financial expert."

      The Audit Committee acts under a written charter adopted by the Board. A
copy of the Charter is attached as an exhibit to our Annual Report on Form
10-KSB for the fiscal year ended December 31, 2005. Management has the primary
responsibility for the financial statements and the financial reporting process,
including the system of internal controls. The Audit Committee oversees the
Company's financial reporting process and internal controls on behalf of the
Board. In this regard, it helps to ensure the independence of the Company's
auditors, the integrity of management and the adequacy of disclosure to
stockholders. Representatives of the independent auditors and financial
management and consultants and other management personnel have unrestricted
access to the Audit Committee.

      The Audit Committee members are not professional accountants or auditors,
and their functions are not intended to duplicate or to certify the activities
of management and the independent auditor. The Audit Committee serves a board-
level oversight role, in which it provides advice, counsel and direction to
management and the auditors on the basis of the information it receives.

      The Audit Committee reviewed the audited financial statements in the
Annual Report on Form 10-KSB for fiscal year ended October 31, 2006 with
management and the independent auditors, who are responsible for expressing an


                                       48


opinion on the conformity of those audited financial statements with generally
accepted accounting principles, including a discussion of the reasonableness of
significant judgments and the clarity of disclosures in the financial
statements, the quality, not just the acceptability, of the Company's accounting
principles, and such other matters as are required to be discussed with the
Audit Committee under generally accepted auditing standards. The Audit Committee
has received from the Company's auditors the written disclosures required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) and discussed with the auditors their independence from the Company
and its management.

      The Audit Committee discussed with the Company's independent auditors the
overall scope and plans for their audits and met with the auditors, with and
without management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting, and reviewed significant legal contingencies and
developments. The Audit Committee also discussed with the independent auditors
the matters required to be discussed by Statement on Auditing Standards No. 61.
The Audit Committee also reviewed the Company's compliance program. In reliance
on the reviews and discussions referred to above, the Audit Committee
recommended to the Board that the audited financial statements be included in
the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2006,
which was filed with the Securities and Exchange Commission.

                                    Kenneth N. Kermes, Chairman
                                    J. Robert Held
                                    January 28, 2007

                          CORPORATE GOVERNANCE MATTERS

      We have a Code of Business Conduct and Ethics which applies to all our
directors, officers and employees, including executive officers. A copy of the
Code of Business Conduct and Ethics was filed as Exhibit 14.1 to our Annual
Report on Form 10-K for the year ended December 31, 2003.

      Stockholders may also obtain free of charge printed copies of this policy
as well as the committee charters for our Board by writing to the Corporate
Secretary at our headquarters at 25 Enterprise Center, Suite 104, Middletown,
Rhode Island 02842.

                                   MANAGEMENT

OUR EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

      The following table summarizes information regarding our executive
officers as of February 9, 2007.

Name                    Age   Positions Held During the Last Five Years
------------------      ---   --------------------------------------------------
Michael Warren          56    Since January 24, 2003, Mr. Warren has been
                              President and Chief Executive Officer and since
                              December 20, 2002, Vice President and Chief


                                       49


                              Financial Officer, of BNS Co. (and of BNS
                              Holding, Inc. after December 13, 2004.  From 2000
                              to present, Mr. Warren has been the President of
                              Michael Warren Associates, Inc., a management
                              consulting firm.  From 2000 to 2002, he also
                              worked as a Consultant for Resources, Inc., a
                              management consulting firm.

      Each executive officer holds office until the first meeting of the Board
of Directors following the next Annual Stockholders' meeting and until his
successor is elected or appointed and qualified, unless he dies, resigns, is
removed or replaced.

      There are no family relationships between any of our directors or
executive officers.

      The following table sets forth certain information with respect to the
executive officers of Collins as of February 9, 2007.

Name                    Age   Positions Held During the Last Five Years
------------------      ---   --------------------------------------------------
Randall Swift           40    Mr. Swift was named President and Chief Executive
                              Officer of Collins on November 1, 2006. He served
                              as Vice President and Chief Operating Officer of
                              Collins from April 1, 2005 to November 2, 2006. He
                              joined Collins in 1998 as V.P./Sales and Marketing
                              for Capacity of Texas, Inc., a wholly-owned
                              subsidiary of Collins. In 1999, Mr. Swift was
                              promoted to President of Capacity where he
                              continued to serve prior to this appointment. Mr.
                              Swift possesses an extensive background in sales,
                              engineering and manufacturing with over six years
                              at Cummins Southern Plains, Inc. prior to coming
                              to Capacity.

Kent E. Tyler           40    Mr. Tyler joined Collins in December 1997 as Vice
                              President of Marketing. Prior to joining Collins,
                              he was Vice President of Ackerman McQueen, a
                              full-service national marketing and advertising
                              agency. In 2005, Mr. Tyler was promoted to
                              Corporate Vice President of Sales and Marketing of
                              Collins. On January 19, 2007 Mr. Tyler was named
                              President of Collins Bus Division.


                                       50


Name                    Age   Positions Held During the Last Five Years
------------------      ---   --------------------------------------------------
Hans Heinsen            54    Mr. Heinsen joined Collins on January 16, 2007 as
                              Chief Financial Officer. From April 2005 to
                              January 2007, Mr. Heinsen served as Executive Vice
                              President - International of Solo Cup Company
                              ("Solo"). Prior to April 2005, Mr. Heinsen served
                              as Senior Vice President and Treasurer of Solo
                              from February 2004 to April 2005 and as Senior
                              Vice President-Finance and Chief Financial Officer
                              of Sweetheart from March 1998 to February 2004.
                              From June 1996 to March 2002, he was Chief
                              Financial Officer of The Fonda Group, Inc., which
                              became an affiliate of Sweetheart in March 1998.
                              Prior to joining Fonda, Mr. Heinsen spent 21 years
                              in a variety of corporate finance positions with
                              The Chase Manhattan Bank, N.A.

                             EXECUTIVE COMPENSATION

      The following table sets forth the annual and long-term compensation
during each of the last three fiscal years of Michael Warren, our President,
Chief Executive Officer and Chief Financial Officer. Michael Warren became BNS
Co.'s President and Chief Executive Officer on January 24, 2003. Each of Messrs.
Swift and Tyler are executive officers of Collins. Any compensation reported in
one year is not reported as compensation for a subsequent year. It must also be
noted that commencing in 2006, we changed our fiscal year end from December 31
to October 31. Therefore, the compensation shown for fiscal year 2006 is from
January 1, 2006 through October 31, 2006.

                                                                                            Long-term
                                                    Annual Compensation                    Compensation
                                      ----------------------------------------------     ----------------
Name and Principal
------------------                                                   Other Annual        Restricted Stock
Position                     Year     Salary ($)    Bonus ($)       Compensation ($)      Awards ($)(3)
--------                     ----     ----------    ----------      ----------------     ----------------
Michael Warren               2006       133,850       50,000
President, CEO, and          2005       188,330         --
CFO(1)                       2004       164,313      147,675

Randall Swift Vice           2006       281,580      140,000            --                   --
President and Chief          2005       237,083       70,000           30,385 (2)          133,500 (4)
Operating Officer            2004       170,000       55,000                  --            75,750 (4)

Kent E. Tyler                2006       176,580       60,000            --                   --
Vice President of            2005       170,000       30,000            --                  49,000 (5)
Sales and Marketing          2004       157,500       25,000           38,550 (2)           75,750 (5)


                                       51


(1)   Mr. Warren acts as a consultant to us pursuant to an agreement between
      Michael Warren Associates, Inc. and us. His salary represents his
      consulting fees for 2004, 2005 and 2006. His bonus represents incentive
      compensation payments made as a result of the sale of the U.K. subsidiary
      in 2004 and as a result of significant work relating to a potential
      acquisition in 2005.

(2)   Relates to company paid relocation expenses associated with relocation to
      Corporate Executive Offices in Southlake, Texas.

(3)   Under the terms of the Restricted Stock Award Agreements granted in 2003,
      2004 and 2005, the Restricted Stock vests four (4) years after the date of
      the initial award. Dividends are paid on Restricted Stock at the same rate
      as paid on all other outstanding shares of our Common Stock.

(4)   Aggregate value at October 31, 2005 amounted to $368,500 based on an
      aggregate total of 55,000 restricted shares

(5)   Aggregate value at October 31, 2005 amounted to $268,000 based on an
      aggregate total of 40,000 restricted shares.

OPTION GRANTS IN LAST FISCAL YEAR

      No options or stock appreciation rights were awarded to the named
executive officer in fiscal year ended October 31, 2006.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END VALUES

      There were no options exercised by the named executive officer during
fiscal year ended October 31, 2006 and there are no outstanding options being
held by the named executive officer.

EMPLOYMENT, SEVERANCE AND OTHER AGREEMENTS

      At fiscal year ended October 31, 2006, we had no retirement plans or
arrangements calling for payments under employment agreements, severance
agreements or change-in-control payments other than our agreement with Michael
Warren Associates, Inc.

      From December 1 to December 20, 2002, Michael Warren, and his firm Michael
Warren Associates, Inc., was engaged as a management consultant to us pursuant
to the terms of his November 20, 2002 engagement letter (the "2002 Warren
Agreement"). Mr. Warren became Vice President and Chief Financial Officer
effective December 20, 2002 and, in addition, was elected President and Chief


                                       52


Executive Officer effective January 24, 2003. Under the 2002 Warren Agreement,
Mr. Warren provided general management consulting services, served as President,
CEO and CFO and performed such other duties as were from time to time agreed
upon.

      Mr. Warren's compensation during 2004 was based on the terms of his 2002
Warren Agreement, which was amended on January 24, 2003, April 8, 2003, November
3, 2003 and February 23, 2004. The term of the 2002 Warren Agreement ended on
December 31, 2004. Under that agreement, Mr. Warren's compensation was based on
a rate of $180 per hour. Pursuant to the terms of the Agreement, Mr. Warren
received a $404,000 incentive payment in connection with the sale of our Rhode
Island Property on August 26, 2003; a $147,675 incentive payment in connection
with the sale of the U.K. Subsidiary, which closed on June 16, 2004; and a
$50,000 incentive payment in connection with a proposed acquisition in 2005.

      Mr. Warren's compensation during 2006 was based on the terms of a new
consulting agreement with Michael Warren Associates, Inc. dated as of January 1,
2006 (the "2006 Warren Agreement"), which replaced the expired 2005 Warren
Agreement. Under the 2006 Warren Agreement, Mr. Warren provides general
management consulting services, serves as President, CEO and CFO and performs
such other duties as may from time to time be agreed upon. The term is for a
period of one year or until notice of termination is given by either party. The
2006 Warren Agreement is terminable by us immediately for "cause", as defined
therein, or upon thirty days prior notice by either party. Under the agreement,
Mr. Warren's compensation is based on a rate of $200 per hour. Also under the
agreement, Mr. Warren is entitled to additional incentive compensation in the
form of a cash bonus in an amount equal to no more than 40% of his firm's
billings during the term of the agreement or restricted stock, at the discretion
of our Board of Directors.

      COLLINS STOCK OPTION GRANTS AND EXERCISES

      Information relating to stock option grants and exercises by executive
officers of Collins are not being provided since all stock option plans of
Collins were terminated immediately after the closing of the Merger. All
outstanding stock options of Collins were vested immediately prior to the
effective time of the Merger. Holders of stock options of Collins, whether or
not exercisable, were entitled to receive a cash payment from Collins
immediately prior to the effective time of the Merger equal to the excess, if
any, of $12.50 over the exercise price of such stock option, multiplied by the
number of shares subject to such stock option, without interest and subject to
any applicable withholding taxes.

      Upon shareholder approval of the Merger, the restricted stock
automatically became unrestricted and, along with the other shares of Collins
common stock, was converted into the right to receive $12.50 in cash, without
interest and subject to any applicable withholding tax, for each share of
restricted stock.

      EMPLOYEE AGREEMENTS WITH EXECUTIVE OFFICERS OF COLLINS

      Collins had entered into an employment agreement with Cletus C. Glasener
providing among other things, for payments equal to Mr. Glasener's current
annual base salary payable of $251,578, plus target bonus (i) upon his


                                       53


termination by Collins without cause or (ii) upon a change of control of Collins
if, following such change in control, Mr. Glasener's position with Collins is
eliminated or if he is not offered a comparable position at comparable
compensation. Effective upon the consummation of the Merger on October 31, 2006,
Mr. Glasener was replaced as Chief Financial Officer by Paul Bamatter who became
the interim Chief Financial Officer.

      Collins has also entered into severance agreements with Randall A. Swift
and Kent E. Tyler providing, among other things, for a lump sum payment equal to
one month's salary for each full year of the officer's employment with Collins,
but not less than 12 times nor more than 24 times the officer's monthly salary,
plus the then current monthly rate of family coverage under Collins' group
health plan multiplied by 18 months, payable upon the officer's termination by
Collins other than for disability, retirement or cause or the officer's
termination by the officer for good reason within one year after a change in
control of Collins.

                                 PROPOSAL NO. 5

               APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

      Effective as of December 8, 2006, Ernst & Young, LLP ("E&Y") resigned as
our independent accountant. E&Y had been previously engaged as the principal
accountant to audit our financial statements.

      Our principal accountant for the audit of our annual financial statements
for our fiscal years ended December 31, 2004 and 2005 was E&Y. The reports of
E&Y on our financial statements for the past two fiscal years contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. Each report also, for the
past two fiscal years, contained an explanatory paragraph stating that the
Company has no active trade or business which raises substantial doubt about the
Company's ability to continue as a going concern.

      During our two most recent fiscal years and the subsequent interim period
prior to December 31, 2006, there were no disagreements with E&Y on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of E&Y,
would have caused it to make reference to the matter in connection with its
reports.

      Effective as of December 8, 2006, we retained McGladrey & Pullen, LLP
("McGladrey") as our independent accountants for the fiscal year ending October
31, 2007. Our Board of Directors also retained McGladrey to audit our annual
financial statements for our fiscal year ended October 31, 2006. The decision to
change accountants was approved by both our audit committee and Board of
Directors on December 8, 2006.

      McGladrey was the independent accountants of Collins prior to its merger
with and into our subsidiary. Since we now hold 80% of the outstanding equity
interest of the entity which controls Collins and we have no other operating
businesses, we believe that it is in our best interest to have McGladrey become
our independent accountants. The principal office of McGladrey is located at
3600 American Blvd. W., Third Floor, Bloomington, MN 55431-4502.


                                       54


      During our two most recent fiscal years and the subsequent interim periods
prior to December 31, 2006, we did not consult McGladrey regarding either: (i)
the application of accounting principles to a specified transaction, completed
or proposed, or the type of audit opinion that might be rendered on our
financial statements, or (ii) any matter that was either the subject of a
disagreement as defined in Item 304(a)(1)(iv)(A) of Regulation S-B or an event
as described in Item 304(a)(1)(iv)(B) of Regulation S-B.

      We have made the contents of this proposal No. 4 available to E&Y and
requested it to furnish a letter addressed to the SEC stating whether E&Y agrees
with the statements relating to E&Y included in this proposal No. 4. A copy of
E&Y's letter to the SEC was included as Exhibit 16.1 to a Current Report on Form
8-K/A we filed with the SEC on December 12, 2006.

      If stockholders do not ratify the appointment of McGladrey as our
independent accountants, the Audit Committee of the Board will consider the
appointment of other certified public accountants. A representative of McGladrey
[will be present at the Meeting], will be available to respond to appropriate
questions and will have the opportunity to make a statement if they desire. The
approval of the proposal to ratify the appointment of McGladrey requires the
affirmative vote of a majority of the votes cast by the holders of all classes
of Common Stock voting as a single class represented and entitled to vote
thereon.

      The following table presents fees paid by us for professional services
rendered by E&Y and McGladrey (or RSM McGladrey Inc., its affiliate) for the
fiscal years 2006 and 2005.

                           Fiscal 2006 Fees     Fiscal 2005 Fees     Fiscal 2006 Fees     Fiscal 2005 Fees
Fee Category                  (McGladrey)          (McGladrey)            (E&Y)                (E&Y)
------------------         ---------------      ----------------     ----------------     ----------------
Audit Fees                    $436,920             $260,989             $ 37,500             $ 97,000
Audit-Related Fees                --                 22,603               44,000               13,000
Tax Fees                        57,862               63,415                 --                  4,000
Other Fees                        --                   --                   --                   --
Total Fees                    $494,782             $347,007(1)          $ 81,500             $114,000

(1)   Fiscal 2005 Fees paid to McGladrey were for services for Collins
      Industries Inc.

      Audit Fees were for professional services rendered for the audit of our
consolidated financial statements and review of the interim consolidated
financial statements included in quarterly reports and services that are
normally provided by E&Y and McGladrey in connection with statutory and
regulatory filings or engagements.

      Audit-Related Fees were for assurance and related services that are
reasonably related to the performance of the audit or review of our consolidated
financial statements and are not reported under "Audit Fees." These services
include employee benefit plans audits and consultations concerning financial
accounting and reporting matters not classified as audits.


                                       55


      There were no Other Fees paid to E&Y and McGladrey in any of fiscal years
2006 and 2005 related to other services. No fees were paid to E&Y and McGladrey
for financial information systems design or implementation services during 2006
and 2005.

      Our Audit Committee has not established any pre-approval procedures, but
instead reviews each proposed engagement to determine whether the provision of
services is compatible with maintaining the independence of the independent
accountants. Pre-approval is detailed as to the particular service or category
of services and is generally subject to a specific budget. All of the fees shown
above were pre-approved by the Audit Committee.

      RECOMMENDATION OF THE BOARD OF DIRECTORS

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF MCGLADREY & PULLEN, LLP AS OUR INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING OCTOBER 31, 2007.

                                  OTHER MATTERS

      It is not expected that any matters other than those in the Notice of
Annual Meeting, as described in this Proxy Statement, will be brought before the
Annual Meeting. If any other matters are presented, however, it is the intention
of the persons named in the proxy to vote the proxies in accordance with the
discretion of the persons named in such proxy.

                             COST OF PROXY MATERIALS

      The cost of preparing and mailing the enclosed material is to be borne by
us. In addition to the solicitation of proxies by mail, certain of our officers,
directors, and regular employees may, without additional compensation, solicit
proxies on behalf of management by telephone, telegraph, or personal interview.
The cost of any solicitation will be borne by us. Upon request, persons,
including brokers, holding shares for others will be reimbursed for their
expenses in transmitting proxy materials to their principals and in seeking
instructions by mail, telephone, or telegraph for their principals.

                   COMMUNICATIONS WITH THE BOARD OF DIRECTORS

      Stockholders wishing to communicate with our Board as a whole or with
certain directors, including committee chairpersons or the Chairman of the
Board, individually, may do so by writing the Corporate Secretary at our
headquarters at 25 Enterprise Center, Suite 104, Middletown, Rhode Island 02842.
Each stockholder communication should include an indication of the submitting
stockholder's status as our shareholder and eligibility to submit such
communication. Each such communication will be received for handling by the
Corporate Secretary, who will maintain originals of each communication received
and provide copies to (i) the Chairman and (ii) any other appropriate
committee(s) or director(s) based on the expressed desire of the communicating
shareholder and content of the subject communication. The Corporate Secretary
also will coordinate with the Chairman to facilitate a response, if it is
believed that a response is appropriate or necessary, to each communication
received. The Nominating, Compensation and Corporate Governance Committee will
review all stockholder communications received on a periodic basis. The Board of
Directors reserves the right to revise this policy in the event that this
process is abused, becomes unworkable or otherwise does not efficiently serve
the purpose of the policy.


                                       56


                              STOCKHOLDER PROPOSALS

      If our Exchange Act registration is not terminated in connection with the
Reverse/Forward Stock Split, any proposal of holders of Common Stock intended to
be presented at the Annual Meeting of Shareholders to be held in 2008 pursuant
to Rule 14a-8 of the Exchange Act must be received by us within a reasonable
time before we begin to print and mail our proxy materials in order to be
included in the proxy statement relating to that meeting.

      All stockholder proposals intended to be submitted at our 2008 Annual
Meeting of Shareholders must be received by our Secretary on or before
___________, 2008, in order to be considered for inclusion in our proxy
materials for the year 2008 Annual Meeting of Stockholders.

      Our By-Laws provide that notice of a nomination by a stockholder with
respect to the election of directors at the 2008 Annual Meeting must contain the
information specified in the By-Laws and must be received by our Corporate
Secretary 60 days prior to the anniversary date of the 2007 Annual Meeting.

                              AVAILABLE INFORMATION

      We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, which requires us to file reports, proxy
statements and other information with the SEC. You may inspect and request
copies of our reports, proxy statements and other information filed by us at the
public reference facilities at the SEC's office at Judiciary Plaza, 100 F
Street, N.E., Washington, D.C. 20549, at the SEC's Regional Office at Room 1102,
Jacob K. Javits Federal Building, 26 Federal Plaza, New York, NY 10278 and at
the SEC's Regional Office at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. You may also obtain a copy of such material from the Public
Reference Section of the SEC at Judiciary Plaza, 100 F Street, N.E., Washington,
D.C. 20549, at prescribed rates. Our reports, proxy statements and other
information can also be accessed electronically by means of the SEC's home page
on the Internet at http://www.sec.gov.

      We have filed with the SEC a Rule 13E-3 Transaction Statement on Schedule
13E-3 with respect to the Reverse/Forward Stock Split. As permitted by the SEC,
this proxy statement omits certain information contained in the Schedule 13E-3.
The Schedule 13E-3, including any amendments and exhibits filed or incorporated
by reference as a part thereof, is available for inspection or copying as set
forth above or is available electronically at the SEC's web site.

                       DOCUMENTS INCORPORATED BY REFERENCE

      The SEC allows us to "incorporate by reference" information into this
document. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this document, except
for any information that is superseded by information that is included directly
in this document or in any other subsequently filed document that also is
incorporated by reference herein.


                                       57


This document incorporates by reference the documents listed below that we have
filed previously with the SEC and copies of which are being mailed with this
proxy statement. They contain important information about us and our financial
condition:

      o  our Annual Report on Form 10-KSB for the fiscal year ended October 31,
         2006.

      We will amend this proxy statement and our Schedule 13E-3 to include or
incorporate by reference any additional documents that we may file with the SEC
under Section 13(a), 13(e), 14, or 15(d) of the Exchange Act after the date of
this document to the extent required to fulfill our disclosure obligations under
the Exchange Act.

      We will provide, without charge, to each person to whom this proxy
statement is delivered, upon written or oral request of such person and by first
class mail or other equally prompt means within one business day of receipt of
such request, a copy of any and all information that has been incorporated by
reference in this proxy statement. You may obtain a copy of these documents and
any amendments thereto by writing to the Corporate Secretary at the following
address: BNS Holding, Inc., 25 Enterprise Center, Suite 104, Middletown, Rhode
Island 02842. These documents are also included in our SEC filings, which you
can access electronically at the SEC's web site at http://www.sec.gov.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Included in this proxy statement, annexes and associated documents are
"forward-looking" statements, as well as historical information. Although we
believe that the expectations reflected in these forward-looking statements are
reasonable, we can give no assurance that the expectations reflected in these
forward-looking statements will prove to be correct. Our actual results could
differ materially from those anticipated in forward-looking statements as a
result of certain factors. Forward-looking statements include those that use
forward-looking terminology, such as the words "anticipate," "believe,"
"estimate," "expect," "intend," "may," "project," "plan," "will," "shall,"
"should," and similar expressions, including when used in the negative. Although
we believe that the expectations reflected in these forward-looking statements
are reasonable and achievable, these statements involve risks and uncertainties
and no assurance can be given that actual results will be consistent with these
forward-looking statements. All forward-looking statements attributable to us
are expressly qualified in their entirety by these and other factors.

                                    By Order of the Board of Directors,

                                    /s/ Michael Warren
                                    Michael Warren,
                                    --------------------------------------------
                                    Chief Executive Officer

Dated: _____________, 2007


                                       58



                                   [RESERVED]


                                       59




                                                                       ANNEX A-1

                          PROPOSED FORM OF AMENDMENT TO
                          CERTIFICATE OF INCORPORATION
                          TO EFFECT REVERSE STOCK SPLIT
                                [TO BE FINALIZED]


                            Certificate of Amendment

                                       of

              Amended and Restated Certificate of Incorporation

                                       of

                                BNS HOLDING, INC.

               Under Section 242 of the General Corporation Law

      It is hereby certified that:

      1. The name of the corporation is BNS Holding, Inc. (the "Corporation").

      2. The Amended and Restated Certificate of Incorporation is hereby amended
by adding the following immediately after article FOURTH A:

            "FOURTH B: Effective ______________,  2007 and without regard to any
            other  provision  of  this  Amended  and  Restated   Certificate  of
            Incorporation,  each one (1) share of Class A Common  Stock,  either
            issued or outstanding or held by the  Corporation as treasury stock,
            immediately prior to the time this amendment becomes effective shall
            be and is hereby automatically reclassified and changed (without any
            further  act) into one-two  hundredth  (1/200th) of a fully paid and
            nonassessable  share of Class A Common Stock  without  increasing or
            decreasing  the amount of stated  capital or paid-in  surplus of the
            Corporation,  provided that no fractional  shares shall be issued to
            any  registered  holder of fewer  than 200  shares of Class A Common
            Stock   immediately   prior  to  the  time  this  amendment  becomes
            effective,  and that  instead of issuing such  fractional  shares to
            such holders, such fractional shares shall be canceled and converted
            into the right to receive the cash  payment of $13.62 per share on a
            pre-split basis to each shareholder  owning fewer than 200 shares of
            Class A Common Stock immediately prior to the effective time of this
            amendment."

      3. The amendment of the certificate of incorporation  herein certified has
been duly  adopted in  accordance  with the  provisions  of  Section  242 of the
General Corporation Law of the State of Delaware.


                                       60





      IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment  of the  Amended  and  Restated  Certificate  of  Incorporation  to be
executed on this ___ day of ___________, 2007.

                                    BNS HOLDING, INC.


                                    __________________________________
                                    Name:  Michael Warren
                                    Title: President


                                       61



                                                                       ANNEX A-2

                          PROPOSED FORM OF AMENDMENT TO
                          CERTIFICATE OF INCORPORATION
                          TO EFFECT FORWARD STOCK SPLIT
                                [TO BE FINALIZED]

                            Certificate of Amendment

                                       of

              Amended and Restated Certificate of Incorporation

                                       of

                                BNS HOLDING, INC.

               Under Section 242 of the General Corporation Law

      It is hereby certified that:

      1. The name of the corporation is BNS Holding, Inc. (the "Corporation").

      2. The Amended and Restated Certificate of Incorporation is hereby amended
by adding the following immediately after article FOURTH B:

            "FOURTH C:  Effective  ____________, 2007 and without  regard to any
            other  provision  of  this  Amended  and  Restated   Certificate  of
            Incorporation,  each one (1) share of Class A Common  Stock,  either
            issued or outstanding or held by the  Corporation as treasury stock,
            and any fractional share held by any shareholder who holds in excess
            of one (1)  share  immediately  prior  to the  time  this  amendment
            becomes effective shall and is hereby automatically reclassified and
            changed  (without any further act) into two hundred (200) fully-paid
            and  nonassessable  shares of Class A Common Stock (or, with respect
            to fractional  shares,  such lesser number of shares and  fractional
            shares  as may be  applicable  based  upon  such  200-for-1  ratio),
            without  increasing  or decreasing  the amount of stated  capital or
            paid-in  surplus of the  Corporation,  provided  that no  fractional
            shares of Class A Common Stock shall be issued."

      3. The amendment of the certificate of incorporation  herein certified has
been duly  adopted in  accordance  with the  provisions  of  Section  242 of the
General Corporation Law of the State of Delaware.



                                       62





      IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  of
Amendment  of the Amended and  Restated  Certificate  of  Incorporation  to be
executed on this ___ day of ___________, 2007.

                                    BNS HOLDING, INC.


                                    ___________________________________
                                    Name:  Michael Warren
                                    Title: President


                                       63



                                                                       ANNEX A-3

                          PROPOSED FORM OF AMENDMENT TO
                          CERTIFICATE OF INCORPORATION
                         TO GRANT RIGHT OF FIRST REFUSAL
                                [TO BE FINALIZED]

                            Certificate of Amendment

                                       of

              Amended and Restated Certificate of Incorporation

                                       of

                                BNS HOLDING, INC.

               Under Section 242 of the General Corporation Law

      It is hereby certified that:

      1. The name of the corporation is BNS Holding, Inc. (the "Corporation").

      2. The Amended and Restated Certificate of Incorporation is hereby amended
by adding the following immediately after article FOURTH C:

            "FOURTH D: After the effective  time of the filing of this amendment
            to the Corporation's Amended and Restated Articles of Incorporation,
            the Corporation shall have the right to buy shares of Class A Common
            Stock proposed to be transferred by any shareholder if such transfer
            would  cause the number of  holders  of record of the  Corporation's
            Class A Common  Stock to equal or  exceed  250 (the  "Right of First
            Refusal").  For purposes of the Right of First Refusal, a "transfer"
            would include conveyance of Class A Common Stock,  whether voluntary
            or  involuntary,  including  but  not  limited  to any  sale,  gift,
            assignment,  bequest, or devise. The price to be paid for the shares
            pursuant  to the  Right of First  Refusal  would be equal to (i) the
            mean  between the bid and asked  prices (as  published  in the "pink
            sheets")  averaged  over the 20 trading  days on which the shares of
            Common Stock were actually quoted immediately  preceding the date of
            exercise  of the  option  or (ii) if the  Common  Stock  is not then
            quoted  in  the  "pink  sheets,"  or if  such  determination  cannot
            otherwise  be  made,  the  fair  market  value  of  such  shares  as
            determined in good faith by our Board of Directors.  Any shareholder
            proposing to transfer shares of Class A Common Stock must notify the
            Corporation  prior to such  proposed  transfer.  At such time as the
            Corporation  becomes aware of a proposed  transfer that would cause,
            or has caused,  the number of holders of record of the Corporation's
            Class A Common Stock to equal or exceed 250, the  Corporation  shall
            have 30 days to  exercise  its right to buy back such  shares of its
            Class A Common Stock."

      3. The amendment of the certificate of incorporation  herein certified has
been duly  adopted in  accordance  with the  provisions  of  Section  242 of the
General Corporation Law of the State of Delaware.


                                       64





      IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  of
Amendment  of the Amended and  Restated  Certificate  of  Incorporation  to be
executed on this ___ day of ___________, 2007.

                                    BNS HOLDING, INC.


                                    ________________________________
                                    Name:  Michael Warren
                                    Title: President



                                       65



                                                                       ANNEX A-4

                          PROPOSED FORM OF AMENDMENT TO
                          CERTIFICATE OF INCORPORATION
           TO DECREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
                                [TO BE FINALIZED]

                            Certificate of Amendment

                                       of

              Amended and Restated Certificate of Incorporation

                                       of

                                BNS HOLDING, INC.

               Under Section 242 of the General Corporation Law

      It is hereby certified that:

      1. The name of the corporation is BNS Holding, Inc. (the "Corporation").

      2. The Amended and Restated Certificate of Incorporation is hereby amended
by deleting Article Fourth in its entirety and replacing it with the following:

            "FOURTH:  The aggregate number of shares of capital stock which this
            Corporation  shall have  authority to issue is  6,000,000  shares of
            which  5,000,000  shares  shall be Class A Common  Stock,  $0.01 par
            value per share and 1,000,000 shares shall be Preferred Stock, $1.00
            par  value  per  share.  The  Class  A  Common  Stock  is  sometimes
            hereinafter referred to as the "Common Stock."

                  The voting  powers,  designations,  preferences  and relative,
            participating,   optional   or  other   special   rights,   and  any
            qualifications,  limitations or restrictions thereof, of the Class A
            Common  Stock  and the  Preferred  Stock  shall be  governed  by the
            following provisions.

                  A. CLASS A COMMON STOCK

                  Except  as   otherwise   provided  in  this   Certificate   of
            Incorporation, each share of Common Stock shall have the same rights
            and privileges  and rank equally,  share ratably and be identical in
            all respects as to all matters.

                  1. DIVIDENDS, COMBINATIONS AND SUBDIVISIONS.

                  Subject to the  limitations  prescribed  herein,  any  further
            limitations in accordance herewith and any resolution or resolutions
            of the Board of Directors  providing  for the issuance of any series
            of Preferred Stock,  holders of shares of Class A Common Stock shall
            be  entitled  to  receive,  when  and as  declared  by the  Board of
            Directors,  out of the  assets or funds  which are by law  available
            therefore,  dividends payable in cash, or in property,  or in shares
            of Class A Common  Stock,  or in shares of any  series of  Preferred
            Stock, or in any combination thereof.



                                       66



                  2. VOTING.

                  (a) Except as provided by law or except as expressly  provided
            herein,  at every meeting of  stockholders,  every holder of Class A
            Common  Stock shall be entitled to one vote on all matters in person
            or by proxy for each share of Class A Common  Stock  outstanding  in
            his name on the transfer books.

                  (b)  Except  as may  otherwise  be  required  by  law or  this
            Certificate  of  Incorporation  the holders of Class A Common  Stock
            shall vote together as a single class,  subject to any voting rights
            which may be granted to holders of any series of Preferred Stock.


                  B. PREFERRED STOCK.

                  The Board of Directors is  expressly  authorized  at any time,
            and from time to time,  to provide for the issuance of shares of the
            class of  Preferred  Stock in one or more  series  with such  voting
            powers,  full or  limited,  or  without  voting  powers  (except  as
            otherwise  required by ARTICLE  EIGHTH) and with such  designations,
            preferences and relative,  participating,  optional or other special
            rights, and qualifications,  limitations or restrictions thereof, as
            shall be stated  and  expressed  in the  resolution  or  resolutions
            providing for the issue  thereof  adopted by the Board of Directors,
            and  as  are  not  stated  and  expressed  in  the   Certificate  of
            Incorporation of this  Corporation,  including (but not limiting the
            generality thereof) the following:

                        (a) The number of shares to constitute each such series,
                  and the designation of each such series;

                        (b)  The  dividend   rate  of  each  such  series,   the
                  conditions  and  dates  upon  which  such  dividends  shall be
                  payable,  the relation (including  preferences,  if any) which
                  such  dividends  shall  bear to the  dividends  payable on any
                  other  class or  classes  or on any  other  series of class or
                  classes  of  stock,   and  whether  such  dividends  shall  be
                  cumulative or non-cumulative;

                        (c)  Whether  the  shares  of any such  series  shall be
                  subject to redemption by this Corporation and, if made subject
                  to such  redemption,  the times,  prices  and other  terms and
                  conditions of such redemption;

                        (d) The terms and amount of any  sinking  fund  provided
                  for the purchase or redemption of shares of any such series;

                        (e) Whether or not the shares of each such series  shall
                  be convertible  into or  exchangeable  for shares of any other
                  class  or  classes  or of any  other  series  of any  class or


                                       67



                  classes of stock of this Corporation, and if provision be made
                  for the conversion or exchange,  the times,  prices,  rates of
                  exchange,  adjustments,  and any other terms and conditions of
                  such conversion or exchange;

                        (f) The  extent,  if any,  to which the  holders  of the
                  shares  of each such  series  shall be  entitled  to vote with
                  respect to the election of directors or otherwise;

                        (g) The restriction,  if any, on the issue or reissue or
                  sale of any additional Preferred Stock;

                        (h) The rights of the holders of the shares of each such
                  series  (including  preferences,  if any,  over the  rights of
                  holders of any other  class or classes or of any other  series
                  of any class or classes) upon the  dissolution of, or upon the
                  distribution of assets of, this Corporation;

            but all  series of  Preferred  Stock at any time  outstanding  shall
            constitute but one class of capital stock.

                  Except as  otherwise  required by ARTICLE  EIGHTH or as may be
            otherwise required by law and except for such voting powers, if any,
            with respect to the election of directors or other matters as may be
            stated in the  resolution or  resolutions  of the Board of Directors
            creating  any series of  Preferred  Stock,  the  holders of any such
            series  shall have no voting power  whatsoever.  Except as otherwise
            provided in this ARTICLE FOURTH,  any amendment to this  Certificate
            of  Incorporation  which shall  increase or decrease the  authorized
            stock of any class or classes may be adopted by the  favorable  vote
            of the holders of a majority of the voting power of the  outstanding
            shares of the stock of this Corporation  entitled to vote in respect
            thereof.

                  Subject to the powers,  preferences,  rights,  qualifications,
            limitations and restrictions  with respect to each class,  including
            any  series  thereof  (including  without  limitation  the  class of
            Preferred  Stock,  and  any  series  thereof),   of  stock  of  this
            Corporation having any preference or priority over the Common Stock,
            the  holders of Common  Stock  shall have and possess all powers and
            rights pertaining to the stock of this Corporation.


                  C.    SERIES B PARTICIPATING PREFERRED STOCK

                  1. Designation and Amount.  The shares of such series shall be
            designated as "Series B Participating  Preferred Stock" (the "Series
            B Stock") and the number of shares constituting such series shall be
            170,000.  The number of shares of Series B Stock may be increased or
            decreased  by a resolution  duly adopted by the Board of  Directors,


                                       68



            but may not be  decreased  below  the  number  of shares of Series B
            Stock  then  outstanding  plus the  number  of shares  reserved  for
            issuance  upon  the  exercise  of  outstanding  options,  rights  or
            warrants  or  upon   conversion   of  any   outstanding   securities
            convertible into Series B Stock.

            2. Dividends and Distributions.

                        (a)  Subject  to the  prior and  superior  rights of the
                  holders of any shares of any series of Preferred Stock ranking
                  prior  and  superior  to the  shares  of  Series B Stock  with
                  respect to dividends,  the holders of shares of Series B Stock
                  shall be entitled to receive,  when, as and if declared by the
                  Board of  Directors  out of funds  legally  available  for the
                  purpose,  quarterly  dividends payable in cash on the last day
                  of April,  July,  October  and January in each year (each such
                  date being referred to herein as a "Quarterly Dividend Payment
                  Date"),  commencing on the first  Quarterly  Dividend  Payment
                  Date  after the first  issuance  of a share or  fraction  of a
                  share of Series B Stock,  in an amount per share  (rounded  to
                  the  nearest  cent)  equal to the  greater of (a) $1.00 or (b)
                  subject to the provision for  adjustment  set forth in Section
                  C.8 hereof,  100 times the  aggregate  per share amount of all
                  cash  dividends,  and 100 times the aggregate per share amount
                  (payable  in  kind)  of  all   non-cash   dividends  or  other
                  distributions  other  than a  dividend  payable  in  shares of
                  Common Stock, as defined in Article Fourth of this Certificate
                  of  Incorporation  of the  Corporation as amended (the "Common
                  Stock") or a subdivision of the  outstanding  shares of Common
                  Stock (by  reclassification  or  otherwise),  declared  on the
                  Class A Common  Stock as  defined  in  Article  Fourth  of the
                  Certificate  of  Incorporation  of the  Corporation as amended
                  since the immediately  preceding  Quarterly  Dividend  Payment
                  Date or, with respect to the first Quarterly  Dividend Payment
                  Date,  since the first  issuance of any share or fraction of a
                  share of Series B Stock.

                        (b)  The   Corporation   shall  declare  a  dividend  or
                  distribution  on the Series B Stock as provided  in  paragraph
                  (a) of this  Section  C.2  immediately  after  it  declares  a
                  dividend or  distribution  on the Class A Common  Stock (other
                  than a  dividend  payable in shares of or a  subdivision  with
                  respect to Common  Stock);  provided,  however,  that,  in the
                  event no dividend or distribution  shall have been declared on
                  the  Class A  Common  Stock  during  the  period  between  any
                  Quarterly Dividend Payment Date, a dividend of $1.00 per share
                  on the Series B Stock  shall  nevertheless  be payable on such
                  subsequent Quarterly Dividend Payment Date.

                        (c) Dividends shall begin to accrue and be cumulative on
                  outstanding  shares  of  Series  B Stock  from  the  Quarterly
                  Dividend Payment Date next preceding the date of issue of such
                  shares  of  Series B Stock,  unless  the date of issue of such
                  shares is prior to the  record  date for the  first  Quarterly


                                       69



                  Dividend  Payment Date, in which case dividends on such shares
                  shall begin to accrue  from the date of issue of such  shares,
                  or unless the date of issue is a  Quarterly  Dividend  Payment
                  Date or is a date after the record date for the  determination
                  of holders of shares of Series B Stock  entitled  to receive a
                  quarterly  dividend and before such Quarterly Dividend Payment
                  Date, in either of which events such dividends  shall begin to
                  accrue and be cumulative from such Quarterly  Dividend Payment
                  Date.  Accrued but unpaid  dividends  shall not bear interest.
                  Dividends  paid on the  shares  of Series B Stock in an amount
                  less  than the  total  amount  of such  dividends  at the time
                  accrued and payable on such shares shall be allocated pro rata
                  on a  share-by-share  basis  among all such shares at the time
                  outstanding.  The Board of Directors may fix a record date for
                  the  determination  of  holders  of  shares  of Series B Stock
                  entitled  to receive  payment of a  dividend  or  distribution
                  declared  thereon,  which record date shall be no more than 60
                  days prior to the date fixed for the payment thereof.

            3. Voting Rights. The holders of shares of Series B Stock shall have
            the following voting rights:

                        (a) Subject to the provision for adjustment set forth in
                  Section C.8 hereof, each share of Series B Stock shall entitle
                  the  holder  thereof  to one  hundred  votes  on  all  matters
                  submitted to a vote of the stockholders of the Corporation.

                        (b) Except as otherwise  provided  herein or required by
                  applicable  law,  the  holders of shares of Series B Stock and
                  the holders of shares of Common  Stock shall vote  together as
                  one class on all matters  submitted to a vote of  stockholders
                  of the Corporation.

                        (c) Except as set forth herein or required by applicable
                  law,  holders of Series B Stock  shall have no special  voting
                  rights and their consent shall not be required  (except to the
                  extent they are  entitled to vote with holders of Common Stock
                  as set forth herein) for taking any corporate action.

            4. Certain Restrictions.

                        (a) Whenever  quarterly  dividends or other dividends or
                  distributions  payable  on the Series B Stock as  provided  in
                  Section C.2 are in arrears,  thereafter  and until all accrued
                  and  unpaid  dividends  and  distributions,   whether  or  not
                  declared,  on shares of Series B Stock  outstanding shall have
                  been paid in full, the Corporation shall not:

                              (i)  declare or pay  dividends  on, make any other
                        distributions  on, or redeem or  purchase  or  otherwise


                                       70


                        acquire for  consideration  any shares of stock  ranking
                        junior  (either  as to  dividends  or upon  liquidation,
                        dissolution or winding up) to the Series B Stock;

                              (ii) declare or pay dividends on or make any other
                        distributions on any shares of stock ranking on a parity
                        (either as to dividends or upon liquidation, dissolution
                        or winding up) with the Series B Stock, except dividends
                        paid  ratably on the Series B Stock and all such  parity
                        stock on which  dividends  are  payable or in arrears in
                        proportion  to the total amounts to which the holders of
                        all such shares are then entitled;

                              (iii) redeem or purchase or otherwise  acquire for
                        consideration  shares of any stock  ranking  on a parity
                        (either as to dividends or upon liquidation, dissolution
                        or winding  up) with the Series B Stock,  provided  that
                        the  Corporation  may at any time  redeem,  purchase  or
                        otherwise acquire shares of any such parity stock (A) in
                        exchange  for  shares  of any  stock of the  Corporation
                        ranking   junior   (either  as  to   dividends  or  upon
                        dissolution,  liquidation or winding up) to the Series B
                        Stock or (B) in  accordance  with  subparagraph  (iv) of
                        this Section C.4(a); or

                              (iv) redeem or purchase or  otherwise  acquire for
                        consideration  any  shares  of  Series B  Stock,  or any
                        shares of stock  ranking  on a parity  with the Series B
                        Stock,  except in accordance  with a purchase offer made
                        in writing or by publication (as determined by the Board
                        of Directors) to all holders of the  outstanding  shares
                        of such stock upon such terms as the Board of Directors,
                        after  consideration  of the respective  annual dividend
                        rates and other relative  rights and  preferences of the
                        respective  series and classes,  shall determine in good
                        faith will result in fair and equitable  treatment among
                        the respective series or classes.

                        (b) The  Corporation  shall not permit any subsidiary of
                  the   Corporation   to  purchase  or  otherwise   acquire  for
                  consideration  any shares of stock of the  Corporation  unless
                  the  Corporation  could,  under  paragraph (a) of this Section
                  C.4,  purchase or  otherwise  acquire such shares at such time
                  and in such manner.

            5.  Reacquired  Shares.  Any  shares  of  Series  B Stock  redeemed,
            purchased or  otherwise  acquired by the  Corporation  in any manner
            whatsoever  shall  be  retired  and  canceled   promptly  after  the
            acquisition  thereof.  All such shares shall upon their cancellation
            become  authorized but unissued shares of Preferred Stock and may be
            reissued as part of a new series of Preferred Stock to be created by
            resolution or resolutions of the Board of Directors,  subject to the
            conditions and restrictions on issuance set forth herein.


                                       71



            6. Liquidation, Dissolution or Winding Up.

                        (a)  Upon  any  liquidation  (voluntary  or  otherwise),
                  dissolution or winding up of the Corporation,  no distribution
                  shall be made to the holders of shares of Common  Stock or any
                  other  stock  of  the   Corporation   ranking   junior   (upon
                  liquidation,  dissolution or winding up) to the Series B Stock
                  unless, prior thereto, the holders of shares of Series B Stock
                  shall have received  $100.00 per share plus an amount equal to
                  all accrued and unpaid  dividends and  distributions  thereon,
                  whether  or not  declared,  to the date of such  payment  (the
                  "Series B Liquidation  Preference").  Following the payment of
                  the full  amount of the Series B  Liquidation  Preference,  no
                  additional  distributions  shall  be  made to the  holders  of
                  shares of Series B Stock unless, prior thereto, the holders of
                  shares of Common  Stock  (which  term shall  include,  for the
                  purposes   only  of  this  Section  C.6,  any  series  of  the
                  Corporation's  Preferred  Stock  ranking on a parity  with the
                  Common  Stock upon  liquidation,  dissolution  or winding  up)
                  shall  have   received  an  amount  per  share  (the   "Common
                  Adjustment")  equal to the  quotient  obtained by dividing the
                  Series  B  Liquidation  Preference  by 100  (as  appropriately
                  adjusted  as set forth in Section  C.8 hereof to reflect  such
                  events as stock splits, stock dividends and  recapitalizations
                  with respect to the Common  Stock;  such number in this clause
                  (ii),  as the  same may be  adjusted  from  time to  time,  is
                  hereinafter  referred to as the  "Adjustment  Number".  In the
                  event, however, that there are not sufficient assets available
                  to permit payment in full of the Common  Adjustment,  then any
                  remaining  assets shall be distributed  ratably to the holders
                  of Common  Stock.  Following the payment of the full amount of
                  the Series B Liquidation  Preference and the Common Adjustment
                  in  respect  of all  outstanding  shares of Series B Stock and
                  Common  Stock,  respectively,  holders  of  shares of Series B
                  Stock and  holders  of shares of Common  Stock  shall  receive
                  their ratable and proportionate  share of any remaining assets
                  to be distributed in the ratio of the Adjustment Number to one
                  (1) with respect to such Series B Stock and Common Stock, on a
                  per share basis, respectively.

                        (b) In the event, however, that there are not sufficient
                  assets  available  to permit  payment  in full of the Series B
                  Liquidation Preference and the liquidation  preferences of all
                  other  series of  Preferred  Stock,  if any,  which  rank on a
                  parity  with the  Series B Stock,  then any  remaining  assets
                  shall be  distributed  ratably to the  holders of the Series B
                  Stock and the holders of such parity  stock in  proportion  to
                  their respective liquidation preferences.

                        (c)  None  of  the  merger  or   consolidation   of  the
                  Corporation into or with any other entity,  the sale of all or


                                       72



                  substantially   all  of  the   property   and  assets  of  the
                  Corporation or the  distribution  to the  stockholders  of the
                  Corporation of all or substantially  all of the  consideration
                  for such  sale,  unless  such  consideration  (apart  from the
                  assumption  of  liabilities)  or  the  net  proceeds   thereof
                  consists substantially entirely of cash, shall be deemed to be
                  a liquidation, dissolution or winding up within the meaning of
                  this Section C.6.


                        (d) Each share of Series B Stock shall stand on a parity
                  with each other share of Series B Stock or any other series of
                  the  same  class  of   Preferred   Stock  upon   voluntary  or
                  involuntary liquidation, dissolution or distribution of assets
                  or winding up of the Corporation.

            7.  Consolidation,  Merger, etc. In case the Corporation shall enter
            into any consolidation,  merger, combination or other transaction in
            which the  outstanding  shares of Class A Common Stock are exchanged
            for or changed into other stock or securities, cash and/or any other
            property,  then in any such case the outstanding  shares of Series B
            Stock shall at the same time be similarly exchanged or changed in an
            amount per share  (subject to the provision for adjustment set forth
            in Section C.8 hereof)  equal to 100 times the  aggregate  amount of
            stock, securities, cash and/or any other property (payable in kind),
            as the case may be,  into  which or for which  each share of Class A
            Common Stock is changed or exchanged.

            8. Certain  Adjustments.  In the event the Corporation  shall at any
            time declare or pay any  dividend on Common Stock  payable in shares
            of  Common  Stock,   or  effect  a  subdivision  or  combination  or
            consolidation  of  the  outstanding   shares  of  Common  Stock  (by
            reclassification  or  otherwise  than by payment  of a  dividend  in
            shares of Common Stock) into a greater or lesser number of shares of
            Common  Stock,  then,  in each such case,  the  amounts set forth in
            Sections  C.2(a) and  C.2(b),  C.3(a),  C.6(a)  and C.7 hereof  with
            respect to the multiple of cash and non-cash  dividends,  votes, the
            Series B Liquidation  Preference  and an aggregate  amount of stock,
            securities,  cash and/or other  property  referred to in Section C.7
            hereof,  shall be adjusted by multiplying  such amount by a fraction
            the  numerator  of which is the  number of  shares  of Common  Stock
            outstanding  immediately  after  such event and the  denominator  of
            which is the number of shares of Common Stock that were  outstanding
            immediately prior to such event.

            9.  Ranking.  The  Series B Stock  shall rank pari passu with (or if
            determined  by the Board of Directors in any vote  establishing  any
            other  series  of  Preferred  Stock,  either  senior  and  prior  in
            preference  to, or junior  and  subordinate  to, as the case may be)
            each other series of Preferred Stock of the Corporation with respect
            to dividends  and/or  preference  upon  liquidation,  dissolution or
            winding up.

            10. Redemption. The shares of Series B Stock may be purchased by the
            Corporation  at such  times  and on such  terms as may be  agreed to
            between the  Corporation and the redeeming  stockholder,  subject to


                                       73



            any limitations  which may be imposed by law or this  Certificate of
            Incorporation, as amended.

            11. Amendment.  The Certificate of Incorporation of the Corporation,
            as  amended,  shall  not  be  amended  in  any  manner  which  would
            materially alter or change the powers, preferences or special rights
            of the Series B Stock so as to affect  them  adversely  without  the
            affirmative  vote  of the  holders  of  two-thirds  or  more  of the
            outstanding  shares of Series B Stock,  voting  together as a single
            class.

            12. Fractional Shares.  Series B Stock may be issued in fractions of
            a share  which  shall  entitle the  holder,  in  proportion  to such
            holder's  fractional  shares,  to exercise  voting  rights,  receive
            dividends,  participate in distributions  and to have the benefit of
            all other rights of holders of Series B Stock


      3. The amendment of the certificate of incorporation  herein certified has
been duly  adopted in  accordance  with the  provisions  of  Section  242 of the
General Corporation Law of the State of Delaware.



                                       74



      IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  of
Amendment  of the Amended and  Restated  Certificate  of  Incorporation  to be
executed on this ___ day of ___________, 2007.

                                    BNS HOLDING, INC.


                                    _________________________________
                                    Name:  Michael Warren
                                    Title: President


                                       75




                                                                         ANNEX B

                    THE FINANCIAL ADVISOR'S FAIRNESS OPINION

                                                            Capitalink, L.C.

                                                            4400 Biscayne Blvd.
CAPITALINK                                                  14th Floor
                                                            Miami, Florida 33137
Smart Investment Banking                                    Phone 305-446-2026
                                                            Fax 305-446-2926
                                                            wwwcapitalinklc.com




February 10, 2007

The Board of Directors
BNS Holding, Inc.
25 Enterprise Center
Suite 103
Middletown, RI 02842

Gentlemen:

We have been advised that BNS Holding, Inc. ("BNS") is undertaking a 1-for-200
reverse stock split, such that shareholders owning fewer than 200 shares of
common stock will have such shares cancelled and converted into the right to
receive cash consideration of $13.62 per share (the "Per Share Consideration"),
and that such reverse stock split will be immediately followed by 200-for-1
forward stock split (the "Transaction").

We have been retained to render an opinion as to whether, on the date of such
opinion, the Per Share Consideration is fair, from a financial point of view, to
the BNS shareholders that would be cashed out as a result of the Transaction.

We have not been requested to opine as to, and our opinion does not in any
manner address, the relative merits of the Transaction as compared to any
alternative business strategy that might exist for BNS, the decision of whether
BNS should complete the Transaction, and other alternatives to the Transaction
that might exist for BNS. The Per Share Consideration and other terms of the
Transaction were determined by the Independent Committee of the Board of
Directors and not pursuant to our recommendations.

In arriving at our opinion, we took into account an assessment of general
economic, market and financial conditions as well as our experience in
connection with similar transactions and securities valuations generally and,
among other things:

     o     Reviewed publicly available financial information and other data with
           respect to BNS that we deemed relevant, including the Annual Report
           on Form 10-KSB for the year ended October 31, 2006 and the Current
           Report on Form 8-K filed November 6, 2006.
     o     Reviewed non-public information and other data with respect to BNS,
           including the internal consolidating balance sheet as of October 31,
           2006.
     o     Reviewed non-public information and other data with respect to
           Collins Industries, Inc. ("Collins"), including draft internal
           financial statements for the two months ended December 31, 2006,
           financial projections for the four years ending October 31, 2010, and
           other internal financial information and management reports.


                                       76



The Board of Directors
BNS Holding, Inc.
February 10, 2007
Page 2


     o     Considered the historical financial results and present financial
           condition of BNS and Collins.
     o     Reviewed and compared the trading of, and the trading market for BNS'
           common stock over various periods.
     o     Reviewed and analyzed Collins' projected unlevered free cash flows
           and prepared a discounted cash flow analysis.
     o     Reviewed and analyzed certain financial characteristics of
           publicly-traded companies that were deemed to have characteristics
           comparable to Collins.
     o     Reviewed and analyzed certain financial characteristics of target
           companies in transactions where such target company was deemed to
           have characteristics comparable to that of Collins.
     o     Reviewed and discussed with representatives of BNS and Collins
           management certain financial and operating information furnished by
           them, including financial projections and analyses with respect to
           Collins' business and operations.
     o     Performed such other analyses and examinations as were deemed
           appropriate.

In arriving at our opinion we have relied upon and assumed the accuracy and
completeness of all of the financial and other information that was used by us
without assuming any responsibility for any independent verification of any such
information and we have further relied upon the assurances of BNS and Collins
management that they were not aware of any facts or circumstances that would
make any such information inaccurate or misleading. With respect to the
financial information and projections utilized, we assumed that such information
has been reasonably prepared on a basis reflecting the best currently available
estimates and judgments, and that such information provides a reasonable basis
upon which we could make our analysis and form an opinion. We have not evaluated
the solvency or fair value of BNS or Collins under any foreign, state or federal
laws relating to bankruptcy, insolvency or similar matters. We have not made a
physical inspection of the properties and facilities of BNS or Collins and have
not made or obtained any evaluations or appraisals of either company's assets
and liabilities (contingent or otherwise). In addition, we have not attempted to
confirm whether BNS or Collins have good title to their respective assets.

We assumed that the Transaction will be consummated in a manner that complies in
all respects with the applicable provisions of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, and all other
applicable foreign, federal and state statutes, rules and regulations. In
addition, based upon discussions with BNS, it is assumed that the receipt of the
Per Share Consideration will be a taxable event to BNS' shareholders that
receive such consideration. We assumed that the Transaction will be consummated
substantially in accordance with the terms set forth, without any further
amendments thereto, and without waiver by the Company of any of the conditions
to any obligations or in the alternative that any such amendments, revisions or
waivers thereto will not be detrimental to the Company or the shareholders of
the Company.

Our analysis and opinion are necessarily based upon market, economic and other
conditions, as they exist on, and could be evaluated as of February 10, 2007.


                                       77



The Board of Directors
BNS Holding, Inc.
February 10, 2007
Page 3


Accordingly, although subsequent developments may affect our opinion, we do not
assume any obligation to update, review or reaffirm our opinion.

Our opinion is for the use and benefit of the Independent Committee of the Board
of Directors and the Board of Directors of BNS in connection with its
consideration of the Transaction and is not intended to be and does not
constitute an opinion or recommendation to any shareholder of BNS as to how such
shareholder should vote with respect to the Transaction. We do not express any
opinion as to the underlying valuation or future performance of BNS or Collins,
or the price at which BNS' securities might trade at any time in the future.

Based upon and subject to the foregoing, it is our opinion that, as of the date
of this letter, the Per Share Consideration is fair, from a financial point of
view, to the BNS shareholders that would be cashed out as a result of the
Transaction.

In connection with our services, we have previously received a retainer and will
receive the balance of our fee when we notify BNS that we are prepared to
deliver the opinion. Our fee for providing the fairness opinion is not
contingent on the completion of the Transaction. Neither Capitalink nor its
principals beneficially own any interest in BNS or Collins. Capitalink is not a
party to any agreements to provide any additional services to BNS, AIP, Steel
Partners or Collins. Ladenburg Thalmann & Co, Inc., a sister company of
Capitalink, as part of its ordinary course of business, is in discussions from
time to time with Steel Partners to provide investment banking services. In
addition, BNS has agreed to indemnify us for certain liabilities that may arise
out of the rendering this opinion.

Our opinion is for the use and benefit of the Independent Committee of the Board
of Directors and the Board of Directors of BNS and is rendered in connection
with its consideration of the Transaction and may not be used by BNS for any
other purpose or reproduced, disseminated, quoted or referred to by BNS at any
time, in any manner or for any purpose, without our prior written consent,
except that this opinion may be reproduced in full, and references to the
opinion and to us and our relationship with BNS may be included in filings made
by BNS with the Securities and Exchange Commission, if required by Securities
and Exchange Commission rules, and in any proxy statement or similar disclosure
document disseminated to shareholders if required by the Securities and Exchange
Commission rules.

Very truly yours,



Capitalink, L.C.


                                       78


                             PRELIMINARY PROXY CARD

                                BNS HOLDING, INC.
               PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THIS PROXY WILL BE VOTED AS  DIRECTED,  OR IF            Please Mark Here
NO  DIRECTION  IS  INDICATED,  WILL BE  VOTED            for Address        |_|
"FOR" THE  PROPOSAL.  THIS PROXY IS SOLICITED            Change or
ON BEHALF OF THE BOARD OF DIRECTORS.                     Comments
                                                         SEE REVERSE SIDE


1. Amendment of our Certificate of Incorporation to effect a 1-for-200 reverse
stock split, whereby shareholders holding fewer than 200 shares of Class A
Common Stock, par value $0.01 per share ("Common Stock"), will receive $13.62
for each share of Common Stock held prior to the reverse/forward stock split,
immediately followed by a 200-for-1 forward stock split.

              |_| FOR                |_| AGAINST             |_| ABSTAIN

2. Amendment of our Certificate of Incorporation to grant us an option to
acquire shares proposed to be transferred by shareholders subsequent to the
reverse stock split and forward stock split if, after transfer sale, there would
be 250 or more holders of record of the Common Stock.

              |_| FOR                |_| AGAINST             |_| ABSTAIN

3. Amendment to our Certificate of Incorporation to decrease the number of
authorized shares of Class A Common Stock, $.01 par value, from 30,000,000 to
5,000,000, and eliminate the authorized shares of Class B Common Stock, $.01 par
value.

              |_| FOR                |_| AGAINST             |_| ABSTAIN

4. To elect the four nominees as members of our Board of Directors

                                  FOR              WITHHOLD

      J. Robert Held              |_|                |_|
      Jack Howard                 |_|                |_|
      James Henderson             |_|                |_|
      Kenneth N. Kermes           |_|                |_|

5. To approve the appointment of McGladrey & Pullen, LLP as our independent
accountants for the fiscal year ending October 31, 2007.

              |_| FOR                |_| AGAINST             |_| ABSTAIN




6. In their discretion, the Proxies are further authorized to vote upon any
other matters which are known a reasonable time before this solicitation and are
properly presented at the meeting or any adjournment(s) thereof.




Please sign your name below and print your name exactly as you signed it on the
signature line on the following line. When shares are held by joint tenants each
should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If partnership, please
sign in partnership name by authorized person.

Signature                   Signature                  Date
          --------------              -------------        --------------
--------------------------------------------------------------------------------
                             ^FOLD AND DETACH HERE ^

                      Vote by Internet or Telephone or Mail
                          24 Hours a Day, 7 Days a Week

    Internet and telephone voting is available through 11:59 PM Eastern Time
                      the day prior to annual meeting day.

Your Internet or telephone vote authorizes the named proxies to vote your shares
    in the same manner as if you marked, signed and returned your proxy card.

-------------------------------      --------------------     -------------------
          Internet                     Telephone                  Mail
http://www.proxyvoting.com/coll  OR     1-866-540-5760    OR  Mark, sign and
Use the Internet to vote             Use  any  touch-tone     date your proxy
your proxy.  Have your proxy         telephone   to  vote     card and return
card in hand when you access         your   proxy.   Have     it in the enclosed
the web site.                        your  proxy  card in     postage-paid
                                     hand when you call.      envelope.
-------------------------------      --------------------     -------------------

       If you vote your proxy by Internet or by telephone, you do NOT need
                          to mail back your proxy card.

   If you choose to divide your votes for Directors unequally, you MAY NOT use
    Internet or telephone voting, you must vote by returning this proxy card
                           in the envelope provided.

                                BNS HOLDING, INC.
                        25 Enterprise Center, Suite 104,
                       Middletown, Rhode Island 02842-4349


The undersigned hereby appoints Michael Warren and Sandra B. Kearney, and each
of them, as proxies (the "Proxies"), with full power of substitution, and hereby
authorizes them to represent and to vote in the order named, as designated on
the reverse side all the shares of common stock of BNS Holding, Inc., held of
record by the undersigned as of May 15, 2007, at the Annual Meeting of
Shareholders to be held on June 28, 2007, and any adjournments thereof.





THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2, 3, 4 AND 5. AS TO OTHER MATTERS WHICH MAY PROPERLY COME
BEFORE THE MEETING, THIS PROXY SHALL CONFER DISCRETIONARY AUTHORITY UPON THE
PROXIES TO VOTE ON SUCH MATTERS IN THEIR BEST JUDGMENT.


The ballots cast by shareholders will be voted as marked at the Annual Meeting
on June 28, 2007, if received by the date of the meeting.


Upon attendance at the Annual Meeting by the Shareholder voting hereby, this
Proxy will be returned if requested, so the Shareholder may vote in person.

THIS PROXY IS SOLICITED ON BEHALF OF OUR BOARD OF DIRECTORS WHICH ENCOURAGES
EACH STOCKHOLDER OF RECORD TO VOTE.

         (Continued and to be voted, signed and dated on reverse side.)

--------------------------------------------------------------------------------
    Address Change/Comments (Mark the corresponding box on the reverse side)
--------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------
                            ^ FOLD AND DETACH HERE ^

                             YOUR VOTE IS IMPORTANT!

                       You can vote in one of three ways:

1.    Vote by Internet at our Internet Address: http://www.proxyvoting.com/coll

2.    Call toll-free 1-866-540-5760 on a Touch-Tone telephone and follow the
      instructions on the reverse side. There is NO CHARGE to you for this call.

3.    Mark, sign and date your proxy card and return it promptly in the enclosed
      envelope.

                                   PLEASE VOTE