Edgar Filing: CORNERSTONE STRATEGIC VALUE FUND INC/ NEW

CORNERSTONE STRATEGIC VALUE FUND, INC.
383 Madison Avenue
New York, New York 10179
-------------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on October 15, 2008
-------------------------------

NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the
"Meeting") of Cornerstone Strategic Value Fund, Inc., a Maryland corporation
(the "Fund"), will be held at 11:30 a.m., eastern time, on October 15, 2008 at
Fifth Floor Conference Room, One West Pack Square, Asheville, NC 28801, for the
following purposes:

1. To approve a proposed one-for-four reverse stock split and the
amendment to the Articles of Incorporation. (Proposal No. 1); and

2. To consider and vote upon such other matters as may properly come
before said Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on August 18, 2008
as the record date for the determination of stockholders entitled to notice of,
and to vote, at this Meeting or any adjournment thereof. The stock transfer
books will not be closed.

Copies of the Fund's most recent annual report may be ordered free of
charge by any stockholder by writing to the Fund, c/o Bear Stearns Funds
Management Inc., 383 Madison Avenue, 23rd Floor, New York, New York 10179, or by
calling collect (212) 272-3550.

By Order of the Board of Directors

Gary A. Bentz
Secretary

Dated: August 29, 2008

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE,
SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED REPLY ENVELOPE. YOUR
PROMPT RESPONSE WILL ASSURE A QUORUM AT THE MEETING.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you
and may allow the Fund to avoid the time and expense involved in validating your
vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.

3. Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration.
For example:

REGISTRATION

CORPORATE ACCOUNTS VALID SIGNATURE

(1) ABC Corp. ................................ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp. ................................John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer ........John Doe
(4) ABC Corp. Profit Sharing Plan ............John Doe, Trustee

TRUST ACCOUNTS

(1) ABC Trust ................................Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d/ 12/28/78 .....Jane B. Doe

CUSTODIAL OR ESTATE ACCOUNTS

(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA. ..........John B. Smith
(2) John B. Smith ............................John B. Smith, Jr., Executor

CORNERSTONE STRATEGIC VALUE FUND, INC.
383 Madison Avenue
New York, New York 10179
-------------------------------
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
to be held on October 15, 2008
-------------------------------

GENERAL

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cornerstone Strategic Value Fund, Inc., a
Maryland corporation (the "Fund") for use at the Special Meeting of Stockholders
(the "Meeting") to be held at 11:30 a.m., eastern time, on October 15, 2008 at
the Fifth Floor Conference Room, One West Pack Square, Asheville, NC 28801, and
at any and all adjournments thereof. A form of proxy is enclosed herewith. This
Proxy Statement and the accompanying form of proxy are being first mailed to
stockholders of the Fund ("Stockholder(s)") on or about August 29, 2008.

Any Stockholder who executes and delivers a proxy may revoke it by written
communication to the Secretary of the Fund at any time prior to its use or by
voting in person at the Meeting. Attendance by a Stockholder at the Meeting does
not, in itself, revoke a proxy. Unrevoked proxies will be voted in accordance
with the specifications thereon and, unless specified to the contrary, will be
voted FOR the approval of the proposed reverse stock split and the amendment to
the Articles of Incorporation.

In general, abstentions and broker non-votes, as defined below, count for
purposes of obtaining a quorum but do not count as votes cast with respect to
any proposal where the broker does not have discretion. Since Proposal 1 is
considered routine, broker non-votes will be counted as votes cast. A broker
non-vote is a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
shares on a particular matter with respect to which the broker or nominee does
not have discretionary voting power.

At least one-third of the Fund's Stockholders must be present at the
Meeting in person or by proxy to constitute a quorum for the transaction of
business by the Fund. In the event that a quorum is not present at the Meeting,
the persons named as proxies may propose one or more adjournments of the Meeting
from time to time. Any such adjournment will require the affirmative vote of a
majority of those shares represented at the Meeting in person or by proxy. The
persons named as proxies will vote those proxies which they are entitled to vote
FOR or AGAINST any such proposal in their discretion.

The cost of soliciting the proxies will be borne by the Fund. Proxy
solicitations will be made primarily by mail, but solicitations may also be made
by telephone, telegraph or personal interviews conducted by officers of the Fund
or Bear Stearns Funds Management Inc., the administrator to the Fund (the
"Administrator").

Only holders of issued and outstanding shares of the Fund's common stock of
record at the close of business on August 18, 2008 are entitled to notice of,
and to vote at, the Meeting. Each such holder is entitled to one vote per share
of common stock so held. The number of shares of common stock outstanding on

August 18, 2008 was 27,116,390. The Fund is a diversified closed-end management
investment company.

Copies of the Fund's most recent annual report may be ordered free of
charge to any Stockholder by writing to the Fund, c/o Bear Stearns Funds
Management Inc., 383 Madison Avenue, New York, New York 10179, or by telephone
by calling the Fund collect at (212) 272-3550. This report is not to be regarded
as proxy-soliciting material.

This Proxy Statement is first being mailed to Stockholders on or about August
29, 2008.

PROPOSAL NO. 1

APPROVAL OF ONE-FOR-FOUR REVERSE STOCK SPLIT OF
THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK
AND THE AMENDMENT TO THE ARTICLES OF INCORPORATION

The Board of Directors has determined that the Fund would benefit if its
shares of common stock traded at a higher market price than the current market
price per share. To support this purpose, the Board of Directors has further
determined that it is in the best interests of the Fund and the stockholders to
approve an amendment to the Fund's Articles of Incorporation to effect a reverse
stock split of the Fund's common stock on the basis of one new share of common
stock for each four shares (1-for-4) of presently outstanding common stock. The
amendment to the Articles of Incorporation, attached hereto as Exhibit A, would
reduce the number of shares that are issued and outstanding as of the date of
the amendment but would not have any other effect or change the Fund's Articles
of Incorporation or the rights of stockholders in any other way.

On August 15, 2008, the Board discussed the Fund's current market price per
share and compared it to the Fund's historical market prices per share. Although
no assurances can be given, the Board believes that a reverse stock split may
have the effect of increasing the Fund's market price and will have the effect
of increasing the Fund's net asset value ("NAV") per share. Please refer to the
section entitled "Potential Effects of the Reverse Stock Split" below for the
risks associated with the reverse stock split.

Upon receiving the requisite shareholder approval, the Articles of
Amendment will, subject to the discretion of the Board, be thereafter filed with
the State Department of Assessments and Taxation of Maryland. The amendment and
the proposed Reverse Stock Split would become effective as of the date of such
filing which is anticipated to be in December, 2008 (the "Effective Date").

The Articles of Amendment to the Articles of Incorporation will not reduce
the total number of authorized shares of capital stock of 100,000,000 shares, or
the par value of the Fund's common stock. As of August 18, 2008, 27,116,390
shares of common stock were issued and outstanding.

HYPOTHETICAL EXAMPLE OF THE REVERSE STOCK SPLIT

This Example is intended to help stockholders understand how the Reverse
Stock Split will affect the number of shares held by a stockholder and the
Fund's NAV per share. The Example assumes the Reverse Stock Split became
effective on August 22, 2008, at which time the stockholder held 1,000 shares of
the Fund's common stock and the Fund's NAV was $3.40 per share. The actual NAV
of the Fund's shares may be higher or lower on the Effective Date.

---------------------------- -------------------------- -------------------------- --------------------------
NUMBER OF SHARES HELD FUND'S NAV PER SHARE NUMBER OF SHARES HELD FUND'S NAV PER SHARE
IMMEDIATELY PRIOR TO THE IMMEDIATELY PRIOR TO IMMEDIATELY AFTER THE IMMEDIATELY AFTER THE
REVERSE STOCK SPLIT REVERSE STOCK SPLIT REVERSE STOCK SPLIT REVERSE STOCK SPLIT
---------------------------- -------------------------- -------------------------- --------------------------
1,000 $3.40 250 $13.60
---------------------------- -------------------------- -------------------------- --------------------------

Any distributions that had been declared prior to the Reverse Stock Split
for record dates after the Reverse Stock Split would be increased accordingly.

POTENTIAL EFFECTS OF THE REVERSE STOCK SPLIT

The immediate effect of a reverse stock split would be to reduce the number
of shares of common stock outstanding, thereby increasing the NAV per share. A
reverse stock split may result in an increase in the market price of the Fund's
common stock. However, the effect of any reverse stock split upon the market
price of the Fund's common stock cannot be predicted. The Fund cannot assure
stockholders that the market price of its common stock after the reverse stock
split will rise in exact proportion to the reduction in the number of shares of
common stock outstanding. Also, there can be no assurance that a reverse stock
split would lead to a sustained increase in the market price of the Fund's
common stock, that the market price would remain above the thresholds required
by the American Stock Exchange ("AMEX"), or that the Fund will be able to
continue to meet any other continued listing requirements of the AMEX.

EFFECTS ON OWNERSHIP BY INDIVIDUAL STOCKHOLDERS

If the Fund implements a reverse stock split, the number of shares of
common stock held by each stockholder would be reduced by dividing the number of
shares held immediately before the reverse split by the 1 for 4 exchange ratio.
The Fund will not issue fractional shares. Instead, the Fund will pay cash in
lieu of any fractional interest in a share to which such stockholder would
otherwise be entitled as a result of the reverse split. The reverse stock split
would affect the Fund's common stock uniformly and would not affect any
stockholder's percentage ownership interests in the Company or proportionate
voting power.

OTHER EFFECTS ON OUTSTANDING SHARES

The reverse stock split may result in some stockholders owning "odd-lots"
of less than 100 shares of common stock. Brokerage commissions and other costs
of transactions in odd-lots may be higher than the costs of transactions in
"round-lots" of even multiples of 100 shares.

PROCEDURE FOR EFFECTING THE REVERSE STOCK SPLIT AND EXCHANGE OF STOCK
CERTIFICATES

If the stockholders approve the proposed amendment to the Fund's Articles
of Incorporation, the Board of Directors may elect whether or not to declare the
reverse stock split at any time after the Meeting. The reverse stock split would
be implemented by filing the Articles of Amendment to the Articles of
Incorporation with the State Department of Assessments and Taxation of Maryland,
and the reverse stock split would become effective on the date of the filing
which is anticipated to be in December, 2008. As of the effective date of a
reverse stock split, each certificate representing shares of the Fund's common
stock before the reverse stock split would be deemed, for all corporate
purposes, to evidence ownership of the reduced number of shares of common stock
resulting from the reverse stock split. The Fund expects that its transfer agent

would act as the exchange agent for purposes of implementing the exchange of
stock certificates. As soon as practicable after the effective date,
stockholders would be notified of the effectiveness of the reverse split.
Stockholders of record would receive a letter of transmittal requesting them to
surrender their stock certificates for stock certificates reflecting the
adjusted number of shares as a result of the reverse stock split. Persons who
hold their shares in brokerage accounts or "street name" would not be required
to take any further actions to effect the exchange of their certificates. No new
certificates would be issued to a stockholder until the stockholder has
surrendered the stockholder's outstanding certificate(s) together with the
properly completed and executed letter of transmittal to the exchange agent.
Until surrender, each certificate representing shares before the reverse stock
split would continue to be valid and would represent the adjusted number of
shares based on the exchange ratio of the reverse stock split. Stockholders
should not destroy any stock certificate and should not submit any certificates
until they receive a letter of transmittal.

FRACTIONAL SHARES

The Fund will not issue fractional shares. Instead, the Fund will pay cash
in lieu of any fractional interest in a share to which such stockholder would
otherwise be entitled as a result of the reverse split.

NO APPRAISAL RIGHTS

No appraisal rights are available under the Maryland General Corporation
Law with respect to the reverse stock split, and we will not independently
provide stockholders with any such rights. There may exist other rights or
actions under state law for stockholders who are aggrieved by reverse stock
splits generally.

ACCOUNTING CONSEQUENCES

The reverse stock split will not affect the par value of our common stock.
As a result, on the effective date of the reverse stock split, the stated
capital on our balance sheet attributable to our common stock will be reduced in
proportion with the exchange ratio, and the additional paid-in capital account
will be credited with the amount by which the stated capital is reduced.

U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of material U.S. federal income tax consequences
of the reverse stock split and does not purport to be complete. It does not
discuss any state, local, or foreign income or other tax consequences. Also, it
does not address the tax consequences to holders that are subject to special tax
rules, including banks, insurance companies, regulated investment companies,
personal holding companies, foreign entities, nonresident alien individuals,
broker-dealers and tax-exempt entities. The discussion is based on the
provisions of the United States federal income tax law as of the date hereof,
which is subject to change retroactively as well as prospectively. This summary
also assumes that the shares are held as a "capital asset," as defined in the
Internal Revenue Code of 1986, as amended (generally, property held for
investment). The tax treatment of a stockholder may vary depending upon the
particular facts and circumstances of the stockholder. Each stockholder is urged
to consult with the stockholder's own tax advisor with respect to the
consequences of the reverse stock split. The Fund intends to treat the exchange
of shares pursuant to the reverse stock split as a recapitalization under
Section 368(a)(i)(E) of the Code. No gain or loss should be recognized by a

stockholder upon the stockholder's exchange of shares pursuant to the reverse
stock split. The aggregate tax basis of the shares received in the reverse stock
split, including any fraction of a share deemed to have been received, would be
the same as the stockholder's aggregate tax basis in the shares exchanged. The
stockholder's holding period for the shares would include the period during
which the stockholder held the pre-split shares surrendered in the reverse stock
split. Our view regarding the tax consequence of the reverse stock split is not
binding upon the Internal Revenue Service or the courts, and there can be no
assurance that the Internal Revenue Service or the courts will accept the
positions expressed above. The state and local tax consequences of the reverse
stock split may vary significantly as to each stockholder, depending upon the
state in which he or she resides. ACCORDINGLY, EACH STOCKHOLDER SHOULD CONSULT
WITH HIS OR HER OWN TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX
CONSEQUENCES OF THE REVERSE STOCK SPLIT.

The following notice is based on U.S. Treasury Regulations governing
practice before the Internal Revenue Service: (1) any U.S. federal tax advice
contained herein is not intended or written to be used, and cannot be used by
any taxpayer, for the purpose of avoiding U.S. federal tax penalties that may be
imposed on the taxpayer, (2) any such advice is written to support the promotion
of the transactions described in this proxy statement, and (3) each taxpayer
should seek advice based on the taxpayer's particular circumstances from an
independent tax advisor.

REQUIRED VOTE

The affirmative vote of a two-thirds majority of all outstanding shares of
common stock of the Company entitled to vote at the Meeting is required for
approval of the reverse stock split and the amendment to the Articles of
Incorporation. Abstentions will have the same effect as a vote against the
proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
PROPOSED REVERSE STOCK SPLIT AND THE AMENDMENT TO THE ARTICLES OF INCORPORATION.

INFORMATION PERTAINING TO THE FUND'S INVESTMENT ADVISER AND ADMINISTRATOR THE
INVESTMENT ADVISER

Cornerstone Advisors, Inc. has acted as the Fund's Investment Adviser
("Investment Adviser") since 2001, and has its principal office at One West Pack
Square, Suite 1650, Asheville, North Carolina 28801. Cornerstone Advisors, Inc.
was organized in February of 2001, to provide investment management services to
closed-end investment companies and is registered with the SEC under the
Investment Advisers Act of 1940, as amended. Cornerstone Advisors, Inc. is the
Investment Adviser to two other closed-end funds, Cornerstone Total Return Fund,
Inc. and Cornerstone Progressive Return Fund. Messrs. Bradshaw, Bentz and Clark
are the only stockholders of the Investment Adviser.

Mr. Bradshaw, an owner of Cornerstone Advisors, Inc., is President and
Chairman of the Board of Directors of the Fund. Mr. Bentz, formerly the Vice
President, Treasurer and a Director of the Fund and currently Chief Compliance
Officer and Secretary of the Fund, and Mr. Clark, formerly a Director and
currently Vice President of the Fund, are also owners of Cornerstone Advisors,
Inc. The address of Messrs. Bradshaw, Bentz, and Clark is One West Pack Square,
Suite 1650, Asheville, North Carolina 28801.

THE ADMINISTRATOR

Bear Stearns Funds Management Inc., a J.P. Morgan Company, whose address
is 383 Madison Avenue, 23rd Floor, New York, New York 10179, currently acts as
the Administrator of the Fund.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
and Section 30(h) of the Investment Company Act in combination require the
Fund's directors and officers, persons who own more than ten (10%) of the Fund's
Common Stock, and the Fund's Investment Adviser and its directors and officers,
to file reports of ownership and changes in ownership with the SEC and the AMEX.
The Fund believes that the Fund's directors and officers, the Fund's Investment
Adviser and its directors and officers have complied with all applicable filing
requirements during the year ended December 31, 2007.

INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS

The following table sets forth the beneficial ownership of shares of the
Fund by each person known to the Fund to be deemed the beneficial owner of more
than five (5%) percent of the outstanding shares of the Fund at the close of
business on August 18, 2008:

NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF COMMON STOCK BENEFICIALLY OWNED
--------------------------------------------------------------------------------

None

Additionally, on August 18, 2008, Cede & Co., a nominee for participants in
the Depository Trust Company, held of record 26,453,652 shares of the Fund,
equal to approximately 97.6% of the outstanding shares of the Fund. All the
directors and executive officers of the Fund, as of the date of this proxy,
owned less than 1% of the outstanding shares of the Fund.

ADDITIONAL INFORMATION

The Proxy Statement does not contain all of the information set forth in
the registration statements and the exhibits relating thereto which the Fund has
filed with the SEC, under the Exchange Act and the Investment Company Act, to
which reference is hereby made. The Fund is subject to the informational
requirements of the Exchange Act and in accordance therewith, files reports and
other information with the SEC. Reports, proxy statements, registration
statements and other information filed by the Fund can be inspected and copied
at the public reference facilities of the SEC in Washington, DC. Copies of such
materials also can be obtained by mail from the Public Reference Branch, Office
of Consumer Affairs and Information Services, SEC, 100 F Street, NE, Washington,
DC 20594, at prescribed rates.

OTHER BUSINESS

The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting, but should any other matter requiring a vote of
Stockholders arise, including any questions as to the adjournment of the
Meeting, it is the intention of the persons named in the proxy to vote the

proxies in accordance with their judgment on that matter in the interest of the
Fund.

PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS

All proposals by Stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders, to be held in the
year 2009, must be received by the Fund addressed to Cornerstone Strategic Value
Fund, Inc., c/o Bear Stearns Funds Management Inc., 383 Madison Avenue, 23rd
Floor, New York, New York 10179 in advance of the meeting as set forth in the
Fund's 2008 annual meeting proxy document.

CORNERSTONE STRATEGIC VALUE FUND, INC.

Gary A. Bentz, Secretary
Dated: August 29, 2008

EXHIBIT A
CORNERSTONE STRATEGIC VALUE FUND, INC.
ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

FIRST: The charter of Cornerstone Strategic Value Fund, Inc., a Maryland
corporation (the "Corporation"), is hereby amended to provide that immediately
upon acceptance of these Articles of Amendment for record (the "Effective time)
with the State Department of Assessments and Taxation of Maryland, every four
shares of common stock, $0.01 par value per share, of the Corporation ("Common
Stock"), which was issued and outstanding immediately prior to the Effective
Time shall be changed into one share of an issued and outstanding share of
Common Stock of the Corporation (the "Reverse Stock Split"). The par value of
such changed shares shall remain the same. The Corporation will not issue
fractional shares. Instead, the Corporation will pay cash in lieu of
anyfractional share to which such stockholder would otherwise be entitled as a
result of the Reverse Stock Split, as described below. The Reverse Stock Split
will affect the Corporation's Common Stock uniformly and will not affect any
stockholder's percentage ownership interests in the Corporation or proportionate
voting power.

SECOND: The amendment to the charter of the corporation as set forth above has
been duly advised by the Board of Directors and approved by the stockholders of
the corporation as required by the Maryland General Corporation Law.

THIRD: There has been no change in the authorized stock of the Corporation
effected by the amendment to the charter of the Corporation as set forth above.

FOURTH: The undersigned President acknowledges these Articles of Amendment
to be the corporate act of the Corporation and as to all matters or facts
required to be verified under oath, the undersigned President acknowledges that
to the best of his knowledge, information and belief, these matters and facts
are true in all material respects and that this statement is made under the
penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be
signed in its name and on its behalf by its President and attested to by its
Secretary on this __ day of ____, 2008.

By:

/s/ GARY A. BENTZ /S/ RALPH W. BRADSHAW
--------------------- ---------------------
Name: Gary A. Bentz Name: Ralph W. Bradshaw
Title: Secretary Title: President

CORNERSTONE STRATEGIC VALUE FUND, INC.
PROXY CARD FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 15, 2008

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Cornerstone Strategic Value Fund, Inc. (the
"Fund") hereby constitutes and appoints Messrs. William A. Clark, Andrew A.
Strauss, and Glenn W. Wilcox, Sr., or any of them, the action of a majority of
them voting to be controlling, as proxy of the undersigned, with full power of
substitution, to vote all shares of common stock of the Fund standing in his or
her name on the books of the Fund at the Special Meeting of Stockholders of the
Fund to be held at Fifth Floor Conference Room, One West Pack Square, Asheville,
NC 28801 , on October 15, 2008 at 11:30 a.m., Eastern Time, or at any
adjournment thereof, with all the powers which the undersigned would possess if
personally present, as designated on the reverse hereof.

The undersigned hereby revokes any proxy previously given and instructs the
said proxies to vote in accordance with the instructions with respect to (1)
approval of the proposed reverse stock split and the amendment to the Articles
of Incorporation; and (2) the consideration and vote of such other matters as
may properly come before the Special Meeting of Stockholders or any adjournment
thereof.

This proxy, when properly executed, will be voted in the manner directed
herein by the stockholder. If no such direction is made, the said proxies will
vote FOR Proposal 1, and in their discretion with respect to such other matters
as may properly come before the Special Meeting of Stockholders, in the interest
of the Fund.

(Continued and to be dated and signed on reverse side)

SPECIAL MEETING OF STOCKHOLDERS OF
CORNERSTONE STRATEGIC VALUE FUND, INC.
OCTOBER 15, 2008

PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS
POSSIBLE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1 (THE APPROVAL OF THE
PROPOSED REVERSE STOCK SPLIT AND THE AMENDMENT TO THE ARTICLES OF INCORPORATION)
AND "FOR" PROPOSAL 2.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]

1. To approve proposed one-for-four reverse stock split and the amendment
to the Articles of Incorporation.

FOR AGAINST ABSTAIN
/ / / / / /

2. In their discretion, the proxies are authorized to consider and vote
upon such other matters as may properly come before the said Meeting or any
adjournment thereof.

FOR AGAINST ABSTAIN
/ / / / / /

Your proxy is important to assure a quorum at the Special Meeting of
Stockholders, whether or not you plan to attend the meeting in person. You may
revoke this proxy at anytime, and the giving of it will not affect your right to
attend the Special Meeting of Stockholders and vote in person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

SIGNATURE OF STOCKHOLDER____________________________ DATE___________________

NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.