APPOINTMENT OF SHAREHOLDER'S REPRESENTATIVE

__________ (the "Nominor"), owning and holding __________ shares of the capital stock of __________ (the "Corporation"), a corporation incorporated under the laws of the FED, does hereby appoint and authorize __________ (the "Representative") as its true and lawful agent and representative to attend all meetings of the shareholders of the Corporation and at such meetings to act as the Nominor's proxy and vote on behalf of the Nominor the number of votes which the Nominor would be entitled to cast if it was actually present. Further authority is also hereby conferred upon the Representative to do all such other things within the power of a shareholder of the Corporation, including giving consents and waiving notices, if exercising such power, in the Representative's judgment, is necessary or advantageous for the interests of the Nominor.

IN WITNESS WHEREOF the Nominor has executed this proxy under seal on the ________ day of ________________, ________.