PROXY FORM


BE IT KNOWN, that I, ________________, the undersigned Shareholder of

 _______________, a _____________ corporation, hereby constitute and appoint

 ___________________ as my true and lawful attorney and agent for me and
in my name, place and stead, to vote as my proxy at the Meeting of the

Shareholders of the said corporation, to be held on _______________ or any
adjournment thereof, for the transaction of any business which may legally come
before the meeting, and for me and in my name, to act as fully as I could do
if personally present; and I herewith revoke any other proxy heretofore given.

WITNESS my hand and seal this ______ day of _______, 200(X)

_____________________________ ___________________________

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