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Title of Class	Name of Beneficial Owner	Amount and Nature of	Percent of Class
		Beneficial Owner
Common Stock	Wei Li (1)	13,064,794	17.72
Common Stock	Dachang Ju (2)	10,062,088	13.65
Common Stock	Lianjun Luo	1,305,562	1.77
Common Stock	Yunlong Zhang	308,916	*
Common Stock	All Star Technology Inc. (1)	12,356,672	16.76
Common Stock	InvestLink (China) Limited (2)	10,062,088	13.65
Common Stock	All officers and directors as a group
	(4 persons)	24,741,360	33.56

*	Less than 1%.
(1)	Consists of shares held by All Star Technology Inc., a British Virgin Islands international business company and Wei Li. Wei Li exercises voting and investment control over 12,356,672 shares of common stock held by All Star Technology Inc. Wei Li is a principal stockholder of All Star Technology Inc. and may be deemed to beneficially own such shares, but disclaims beneficial ownership in such shares held by All Star Technology Inc. to the extent of his pecuniary interest therein. In addition, in April 2007, Wei Li exercised on a cashless basis 783,423 shares of warrants relating to a loan advanced to the Company by Wei Li in 2005. We issued a net of 708,122 shares to Wei Li in April 2007 for the exercise.
(2)	Consists of 7,812,088 shares of common stock held directly by InvestLink (China) Limited (“Investlink”) and 2,250,000 shares of common stock held by InvestLink as custodian for Guisheng Chen. InvestLink has the sole power to vote or direct the vote and dispose or direct the disposition of 10,062,088 shares but disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. Dachang Ju exercises voting and investment control over the shares held by InvestLink. Dachang Ju is a principal stockholder of InvestLink and may be deemed to beneficially own such shares, but disclaims beneficial ownership in such shares held by InvestLink to the extent of his pecuniary interest therein.

 

In 2006 we issued convertibles notes amounted to $2,450,000 in total (the “6% Notes”) and also warrants to purchase 12,250,000 shares of the Company’s common stock (the “6% Note Warrants”) to six institutional investors in accordance with a securities purchase agreement dated June 29, 2006. Under the terms of the 6% Notes and 6% Note Warrants, the notes and warrants are exercisable by any holder only to the extent that the number of shares of common stock issuable pursuant to such securities, together with the number of shares of common stock owned by such holder and its affiliates (but not including shares of common stock underlying unconverted shares of callable secured convertible notes or unexercised portions of the warrants) would not exceed 4.99% of the then outstanding common stock as determined in accordance with Section 13(d) of the Exchange Act. Therefore, the table above does not include beneficial ownership information of the following holders of the 6% Notes and 6% Note Warrants of the Company: AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC, New Millenium Capital Partners II, LLC, Double U Master Fund LP, and Nite Capital LP.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

China Star Investment Group

China Star is a company which is 28% owned by Mr. Li. Mr. Yunlong Zhang, one of our directors and General Manager of Kiwa Shandong, is also the General Manager of China Star and is responsible for its daily operations.

China Star advanced funds to the Company for operating capital several times during 2005. The balance due to China Star was $457,464 and $263,165 as of December 31, 2006 and 2005, respectively. In the twelve months ended December 31, 2006, China Star advanced an additional $596,189 to the Company and the Company had repaid $401,889 to China Star.

In the three months ended March 31, 2007, the Company had repaid $20,985 to China Star. The balance due to China Star was $464,191 as of March 31, 2007. China Star agreed that the Company could repay the balance aperiodically when the Company’s cash flow circumstances permit.

The Company has also granted detachable warrants to China Star to purchase an aggregate of 1,190,847 shares of common stock relating to advances before March 31, 2006. The warrants expire two years from the date of issue. China Star exercised 1,139,195 shares on a cashless basis in December 2006, for which we issued 1,000,000 shares to a beneficiary of China Star at its designation on January 5, 2007.

 

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Mr. Wei Li

Mr. Li is the Chairman of the Board and the Chief Executive Officer of the Company.

Advances and Loans

During the twelve months ended December 31, 2006, Mr. Li advanced $83,395 to the Company for operating capital, and was repaid $242,857 for previous advances. As of December 31, 2006, the remaining balance due to Mr. Li was $32,398.

During the three months ended March 31, 2007, Mr. Li advanced an additional $55,818 to the Company, and was repaid $26,100. As of March 31, 2007, the remaining balance due to Mr. Li was $62,116. Mr. Li has agreed that the Company may repay the balance aperiodically when the Company’s cash flow circumstances permit.

The Company has also granted detachable warrants to Mr. Li to purchase an aggregate of 783,423 shares of common stock relating to a loan to the Company in April 2005. The warrants expire two years from the date of issue. In April 2007, Mr. Li exercised all of the warrants on a cashless basis. We issued a net of 708,122 shares to Mr. Li in April 2007 for the exercise.

Motor Vehicle Lease

In December 2004, we entered into an agreement with Mr. Li, pursuant to which Mr. Li leases to the Company a motor vehicle. The monthly rental payment is $1,876.

Guarantees for the Company’s Benefit by Wei Li

Mr. Li executed without any compensation from the Company a guarantee of repayment of three convertible notes amounted to $350,000 in total issued in 2005 (the “12% Notes”). As of December 31, 2006, the 12% Notes had been settled.

In addition, Mr. Li has pledged without any compensation from the Company all of his common stock of the Company as collateral security for the Company’s obligations under the 6% Notes.

Issuance of Letter of Credit in Favor of Kiwa BVI

UPB International Sourcing Limited (“UPB”) is a company wholly-owned by Mr. Li.

On August 8, 2006, Kiwa BVI entered into a Letter of Credit Contract with UPB, as amended and supplemented by a Supplementary Agreement dated August 20, 2006. The Letter of Credit Contract, as amended, sets forth the following terms:

(1) The Company engages UPB to issue a letter of credit in favor of the Company with a $38,500,000 credit line in total to the urea supplier under a urea purchase agreement dated July 31, 2006. UPB promises to keep the letter of credit effective within the entire stated period of the urea purchase agreement.

(2) The Company agrees to pay UPB a commission equals to 2% of the total credit line of the letter of credit issued by UPB, of which 50% will be paid in one month from the date of execution, and the balance will be paid upon the close of the first shipment of urea under the urea purchase contract.

(3) UPB shall be responsible for the settlement of relating credit letters and after the settlement, the spread should be paid to Kiwa BVI, which will be recognized as our commission revenue. As for the settlement of the first two shipments, UPB designated Hua Yang Roneo Corporation to settle the credit letters from the terminal purchaser, and after the settlement Hua Yang Roneo Corporation wired to UPB the spread that belong to Kiwa BVI.

 

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UPB had made the arrangement to issue the letter of credit according to the terms of the Letter of Credit Contract, as amended. We had paid UPB the first installment and other minor costs in the amount of $415,097 in 2006, and the first two shipments had been closed at the end of 2006. UPB had paid the Company the spread of these two shipments - $800,000 - of which $686,600 was paid in the first quarter of 2007 and the balance of $120,000 was paid in April 2007.

Challenge Feed

Challenge Feed owns 20% of Kiwa Tianjin’s equity, and Mr. Wenbin Li, one of Challenge Feed’s shareholders, is also Vice President of the Company and General Manager of Kiwa Tianjin. As of December 31, 2006, there were no outstanding amounts due to Challenge Feed by the Company or vice-a-versa.

From the inception of Kiwa Tianjin to September 31, 2006, the Company purchased from Challenge Feed a total of $201,084 in raw materials and $464,218 in finished goods. All such transactions were settled in seven days after each delivery pursuant to the terms of a related purchase agreement. For raw materials, the price was determined by historical purchase cost, and for finished products the price was determined by actual production cost. There was no such transaction thereafter.

The Company has entered into an agreement with Challenge Feed to lease the following facilities for three years commencing on August 1, 2006: (1) an office building with floor area of approximately 800 square meters; (2) storehouses with floor area of approximately 2,500 square meters.; (3) a concentrated feed product line for fowl and livestock; and (4) two workshops with floor area approximately 1,200 square meters. The total monthly rental is RMB 50,000 ($6,322). Pursuant to the lease agreement, rent expenses from August 1 to December 31, 2006 had been paid.

EXECUTIVE COMPENSATION 

Executive Officers Information

During 2006, our executive officers included Messrs. Wei Li, Lianjun Luo, Qi Wang, Xiaonan Wu, Wenbin Li, Yvonne Wang, Johnson Lau and Miss Ju hua Wang.

Johnson Lau’s resignation as Chief Operation Officer was accepted by our Board of Directors on September 18, 2006. His successor, Juhua Wang, resigned on May 18, 2007, which resignation was accepted by our Board of Directors on the same date.

Information with respect to Messrs. Wei Li, Chief Executive Officer, Lianjun Luo, Chief Financial Officer and Qi Wang is set forth above.

Xiaonan Wu became our Vice President on September 18, 2006. Mr. Wu has 17 years of experience in medical product distribution and market operations. He has substantial experience and resources in market development including work arising from his employment with Beijing Medicine Economical Technology Management Company as the General Manager Assistant and Assistant Manager in charge of drugs, and later as its Deputy General Manager. Mr. Wu has also served as the Deputy General Manager of Beijing Medicine Limited Liability Company. At the same time he was the General Manager of its subordinate Medicine Guarantee Brand - New Pharmacy Chain Company as well as the General Manager of its subordinate joint-venture pharmaceutical company, Beijing Unit Medicine Company. Mr. Wu graduated from the College of Pharmacy, Beijing Medical University with a Bachelor of Science degree.

Wenbin Li became our Vice President-Marketing on January 21, 2007. Mr. Li also acts as General Manager of Kiwa Tianjin from July 2006. Mr Li took the position of General Manager of Challenge Feed from 1999 until July 2006. Prior to that, from 1996 to 1999, Mr. Li acted as Manager of Business Operation Department, General Manager of Shenyang Challenge Feed Co., Ltd. From 1989 to 1996, he worked in Luzhou feed administrative authority. Mr. Li holds a master degree from Henan Agricultural University specialising in animal nutrition.

 

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Yvonne Wang became our Secretary in September 2005. Prior to that, she served as Assistant to the Executive and manager of the Company’s U.S. office since April 2003. She obtained her bachelor of science degree in Business Administration in July 2001 from the University of Phoenix. She is also a licensed realtor and a certified notary public in California.

There is no arrangement or understanding between any of the directors or officers of the Company and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current directors to the Board of Directors. There are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly participate in or influence the management of the Company’s affairs.

Equity Compensation Information

2004 Stock Incentive Plan

At the annual meeting of the stockholders held on September 12, 2006, our shareholders approved an amendment to our 2004 Stock Incentive Plan to increase the number of shares reserved for options and other stock awards under it to 3,047,907 shares, and to increase the limit on the number of shares that may be granted to any participant in a fiscal year to 500,000.

The Plan is a key aspect of our compensation program, designed to attract, retain, and motivate the highly qualified individuals required for our long-term success.

Stock Option Grants

 

On December 13, 2006, our Board of Directors approved a grant program, pursuant to which we granted 2,000,000 options under our 2004 Stock Incentive Plan to named employees. Under the grant program, the exercise price was $0.175, equal to the closing price of our common stock on December 12, 2006. The options are not exerciseable until the employees have remained employed with the Company for a designated vesting period. One third of the options vest on each anniversary of the grant date, such that the options are fully vested on the third anniversary of the grant date.

Four employees who were granted an aggregate of 362,100 options resigned or were dismissed as of June 4, 2006 before any of their options were vested. Pursuant to the terms of the Plan and the options grants, these options are returned to the available option pull under the Plan. As of June 4, 2007, 1,637,900 options are issued and outstanding under the Plan, of which 787,700 are held by executive officers, 153,900 options are held by a director. As of June 4, 2007, 1,410,007 options remain available under the Plan for future grant

The following table provides information about shares issued and shares remaining available for future issuance under the Plan and other equity compensation arrangements as of June 4, 2007.

		(a)			(b)			(c)
Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders			1,637,900			0.175			1,410,007
Equity compensation arrangements not
approved by security holders			0			0			0
Total			1,637,900			0			1,410,007

 

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Outstanding Equity Awards At 2006 Fiscal Year-End

 

The following table sets forth all options granted to acquire shares of common stock of the Company to certain executive officers and directors during fiscal year 2006.

Name	Number of Securities Underlying Unexercised Options Exercisable (vested)	Number of Securities Underlying Unexercised Options Unexercisable (unvested)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date
Wei Li	Nil	182,800	182,800(1)	0.175	December 11, 2016
Lian jun Luo	Nil	132,200	132,200(1)	0.175	December 11, 2016
Ju hua Wang	Nil	120,300	120,300(1)	0.175	December 11, 2016
Qi Wang	Nil	121,500	121,500(1)	0.175	December 11, 2016
Xiao nan Wu	Nil	105,800	105,800(1)	0.175	December 11, 2016
Yvonne Wang	Nil	125,100	125,100(1)	0.175	December 11, 2016
Yunlong Zhang	Nil	153,900	153,900(1)	0.175	December 11, 2016

 

(1)

See information contained in subheading entitled “Stock Option Grants” under heading “2004 Stock Incentive Plan.”

 

Between fiscal year-end 2006 and June 4, 2006, Juhua Wang resigned on May 18, 2007 and options granted to her on December 13, 2006 were cancelled. Wenbin Li became our Vice President-Marketing on January 21, 2007 and holds 120,300 options granted on December 13, 2006.

No stock options were exercised by any officers or directors as of June 4, 2007. We did not adjust or amend the exercise price of any stock options previously awarded to any named executive officers as of June 4, 2007.

The value of unexercised options at June 4, 2007 held by executives and directors was nil.

The following table indicates the value of options held by our directors and certain of our officers valued as of the grant date of the option and as of June 4, 2007.

Name	Number of Stock Options Granted	Exercise Price/shares	Expiration Date	Grant Date Present Value (1)	Value at June 4, 2007 (2)
Wei Li	182,800	0.175	2016-12-11	29,262	Nil
Lianjun Luo	132,200	0.175	2016-12-11	21,162	Nil
Qi Wang	121,500	0.175	2016-12-11	19,449	Nil
Xiaonan Wu	105,800	0.175	2016-12-11	16,936	Nil
Wenbin Li	120,300	0.175	2016-12-11	19,257	Nil
Yvonne Wang	125,100	0.175	2016-12-11	20,026	Nil
Yunlong Zhang	153,900	0.175	2016-12-11	24,636	Nil

 

(1)

The fair value of these options at the date of grant was estimated using a Black-Scholes option pricing model.

(2)

The value of unexercised options at a certain date equals the difference between the option exercise price and the closing price of the Company stock at such date, multiplied by the number of shares underlying the options. The closing price at June 4, 2007 was lower than the exercise price, so the value at such date was nil.

Summary Compensation Table

Currently, the main forms of compensation provided to each of our executive officers are: (1) annual salary; (2) performance bonus stipulated in his or her respective employment agreement; and (3) incentive stock options as approved by our Board of Directors.

The Company had no officers whose total annual salary and bonus during each of 2006 and 2005 exceeded $100,000.

 

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Name and Principal Position	Year	Salary	Bonus (1)	Stock Awards	Option Awards (2)	All Other Compensation	Total
		$	$	$	$	$	$
Wei Li, CEO	2006	75,000	21,000	Nil	29,262	Nil	125,262
Wei Li, CEO	2005	Nil	Nil	Nil	Nil	Nil	Nil
Lianjun Luo, CFO	2006	48,000	12,000	Nil	21,162	Nil	81,162
Lianjun Luo, CFO	2005	22,500	7,000	5,924	Nil	Nil	35,424
Juhua Wang, COO(3)	2006	12,500	Nil	Nil	19,257	Nil	31,757
Qi Wang, Vice President	2006	Nil	Nil	Nil	19,449	Nil	19,449
Qi Wang, Vice President	2005	Nil	Nil	Nil	Nil	Nil	Nil
Xiaonan Wu, Vice President	2006	9,000	Nil	Nil	16,936	Nil	25,936
Wenbin Li, Vice President	2006	5,000	Nil	Nil	19,257	Nil	19,257
Yvonne Wang, Secretary	2006	48,000	Nil	Nil	20,026	Nil	68,026
Yvonne Wang, Secretary	2005	21,000	Nil	Nil	Nil	Nil	21,000

(1)

The bonus amounts for fiscal 2006 were accrued pursuant to the terms of Wei Li, Lianjun Luo’s employment agreements with the Company. Wei Li’s bonus payment is subject to approval of the Board of Directors of the Company, Lianjun Luo’s bonus payment is subject to approval of Wei Li, our Chief Executive Officer. For material terms of the employment agreements, see additional information below under subheading entitled “Employment Contracts and Termination of Employment and Change of Control Arrangements.” The bonus paid to Lianjun Luo for the fiscal 2005 was based on his former employment agreement with the Company.

(2)

Options granted on December 13, 2006. For material terms of the grant, see additional information above under subheading entitled “Stock Option Grant and Exercises and Period-End Option Values”. The fair value of these options at the date of grant was estimated using a Black-Scholes option pricing model.

(3)	Juhua Wang resigned on May 18, 2007 and options granted to her were cancelled.

Employment Contracts and Termination of Employment and Change of Control Arrangements

On July 31, 2006, we entered into an employment agreement with our Chief Executive Officer, Wei Li, for a three-year term, commencing on January 1, 2006. Pursuant to this agreement, Mr. Li will receive a salary at the rate of RMB768,000 (approximately $96,000) per annum, of which RMB600,000 will be paid in equal monthly installments of RMB50,000 ($6,250) during the period of employment, prorated for any partial employment period, and RMB168,000 ($1,750) will be paid as an annual performance bonus in three months after each employment year. Mr. Li will receive such annual increases in salary as may be determined by our Board of Directors at our annual meeting. Mr. Li is also entitled to an annual grant of stock options under our employee stock option plan as determined by the Board of Directors. Mr. Li is entitled to three-month’s severance if his employment is terminated without cause.

On July 31, 2006, we entered into an employment agreement with our Chief Financial Officer, Lianjun Luo, for a three-year term, commencing on January 1, 2006. Pursuant to this 2006 agreement, we will pay Mr. Luo an annual salary at the rate per annum of RMB480,000 (approximately $60,000), of which RMB384,000 will be paid in equal monthly installments of RMB32,000 during the period of employment, prorated for any partial employment period, and RMB96,000 will be paid as an annual performance bonus in three months after each employment year for the successful completion of all goals and objectives of that year and is entitled to an annual grant of stock options under our employee stock option plan as determined by the Board of Directors. Mr. Luo is entitled to three month’s severance if his employment is terminated without cause.

 

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On September 13, 2006, our Board of Directors approved the appointment of Juhua Wang as our Chief Operating Officer. We entered into an employment agreement with Ms. Wang for a three-year term, commencing on August 1, 2006. Pursuant to the employment agreement, we will pay Ms. Wang an annual salary at the rate per annum of RMB300,000 (approximately $37,500), of which RMB240,000 will be paid in equal monthly installments of RMB20,000 during the period of employment, prorated for any partial employment period, and RMB60,000 will be paid as an annual performance bonus in three months after each employment year for the successful completion of all goals and objectives of that year. She is also entitled to an annual grant of stock options under our employee stock option plan as determined by the Board of Directors. Ms. Wang was entitled to three month’s severance if her employment is terminated without cause. On May 18, 2007, Ms Wang resigned and our board of directors accepted the resignation.

Except as set forth above, we do not have employment agreements with any other members of management or key personnel. In addition, there are no compensatory plans or arrangements with respect to a named executive officer that would result in payments or installments in excess of $100,000 upon the resignation, retirement or other termination of such executive officer's employment with us or from a change-in-control.

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and certain persons holding more than 10 percent of a registered class of our common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock. Officers, directors and certain other shareholders are required by the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) forms they file.

During the fiscal year ended December 31, 2006, our executive officers, directors or beneficial owners of more than ten percent (10%) of our capital shares were required to file reports on Form 3 or Form 4. During 2006, the following directors and executive officers failed to timely report option grants on Form 3 or Form 4: Wei Li, Lian jun Luo, Yun long Zhang, Ju hua Wang, Qi Wang, Xiao nan Wu, Yvonne Wang. These late filings all were with respect to the options granted on December 13, 2006 as specified above. The reporting persons subsequently reported these option grants on Form 3 or Form 4.

The Company is putting in place an enhanced compliance program to assist officers and directors with these filings.

STOCKHOLDER PROPOSALS FOR THE 2008 ANNUAL MEETING OF

STOCKHOLDERS

Stockholders who, in accordance with SEC Rule 14a-8, wish to present proposals for inclusion in the proxy materials to be distributed in connection with next year’s annual meeting must submit their proposals so that they are received at the Company’s principal executive offices no later than the close of business on December 31, 2007.

In accordance with our bylaws, in order to be properly brought before the 2008 Annual Meeting of Stockholders, a stockholder’s notice of the matter the stockholder wishes to present, or the person or persons the stockholder wishes to nominate as a director, must be delivered to or mailed and received by the Company’s Secretary at its principal executive offices not less than 60 days nor more than 180 days prior to the 2008 Annual Meeting of Stockholders. However, if less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to the stockholders, notice of the matter the stockholder wishes to present, or the person or persons the stockholder wishes to nominate as a director, must be so received not later than the close of business on the tenth day following the day on which the notice of the meeting date was mailed or public disclosure was made. To be in proper form, a stockholder’s notice must include the specified information concerning the proposal or nominee as described in our bylaws.

Please send notices of intention to present proposals at the 2008 Annual Meeting of Stockholders to the Company’s Secretary, 415 West Foothill Blvd, Suite 206 Claremont, California 91711-2766. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

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OTHER BUSINESS

The Board of Directors does not currently intend to bring any other business before the meeting, and so far as is known to the Board, no matters are to be brought before the meeting except as specified in the notice of the meeting. However, as to any other business which may properly come before the meeting, the proxy holders will vote any shares represented by proxies in their discretion.

		KIWA BIO-TECH PRODUCTS GROUP CORPORATION By Order of the Board of Directors
		/s/ Yvonne Wang
		Yvonne Wang
		Secretary

Claremont, California

June 18, 2007

 

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[FRONT]

PROXY

FOR ANNUAL MEETING OF THE STOCKHOLDERS

KIWA BIO-TECH PRODUCTS GROUP CORPORATION

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Wei Li and Yvonne Wang (collectively, the “Proxies”), and each of them, with full power of substitution, as proxies to vote the shares which the undersigned is entitled to vote at the Annual Meeting of the Company to be held at our executive office located at Room 516, Block A, Tai Li Ming Yuan Building, Jia 1, Waiguanxie Street, Chaoyang District, Beijing, P.R.C., on Wednesday, July 18, 2007 at 10:00 a.m. local time and at any adjournments thereof.

1.	Election of Directors:	FOR all Nominees	WITHHOLD AUTHORITY for all Nominees	FOR all Nominees EXCEPT
		o	o	o
	Nominees:
	(1) Wei Li
	(2) Lianjun Luo
	(3) Dachang Ju
	(4) Yunlong Zhang	Instruction: To withhold authority to vote for any individual nominee,
	(5) Qi Wang	mark “For All Nominees Except” and write the name of the nominee(s) below:

2.	Ratify the appointment of Mao & Company, CPAs, Inc.   as the Company’s independent auditors for the fiscal year ending December 31, 2007	FOR o	WITHHOLD o

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

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[REVERSE]

This proxy when properly signed will be voted in the manner directed herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE NOMINEES SET FORTH IN PROPOSAL 1, “FOR” ON PROPOSAL 2, AND IN THE DISCRETION OF THE PROXIES AS TO ANY OTHER MATTERS THAT PROPERLY COME BEFORE THE ANNUAL MEETING.

 

 

	_______________________________________
	Signature
	_______________________________________
	Signature, if held jointly
	Dated: ____________________, 2007
	IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held by joint tenants, both 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 a partnership, please sign in partnership name by an authorized person.

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