December 13, 2002

Securities and Exchange Commission, Rule 14a-8, provides an opportunity for a Shareholder owning a relatively small amount of a Company's securities to have his/her proposal placed alongside Management's proposals in the Company's proxy materials for presentation to a vote at an annual or special meeting of Shareholders. It has become increasingly popular because it provides an avenue for communication between Shareholders and Companies, as well as among Shareholders themselves. Rule 14a-8 generally requires the Company to include the proposal unless the Shareholder has not complied with Rule14a-8's procedural requirements or the proposal falls within one of 13 bases for exclusion.

Rule 14a-(8)(i)(8) excludes proposals that relate to an election for membership on the Company's Board of Directors or analogous governing body.

"I fully support the efforts of the Committee of Concerned Shareholders and James McRitchie with respect to their Petition for Rulemaking (SEC File No. 4-461). It is time that democracy should come to the corporate ballot. Shareholders (the true owners of corporate America) should be entitled to a fair and impartial opportunity to elect truly independent Directors. Further, recent corporate events have demonstrated that individual Shareholders need an effective means by which undesirable Directors can be held accountable, e.g., removed from office via use of the simplified Shareholder Proposal procedure. Individual Shareholders should be able to act as their own 'watchdogs' when it comes to improving corporate governance."

Russell Brown