PROPOSAL NO. 1--ELECTION OF DIRECTORS




NOMINEES



A board of four (4) directors is to be elected at the Annual Meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the four (4) nominees named below, all of whom are presently directors
of the Company. In the event that any nominee is unable or declines to serve as
a director at the time of the Annual Meeting, the proxies will be voted for a
nominee who shall be designated by the present Board of Directors to fill the
vacancy. In the event that additional persons are nominated for election as
directors, the proxy holders intend to vote all proxies received by them in such
a manner as will assure the election of as many of the nominees listed below as
possible, and, in such event, the specific nominees to be voted for will be
determined by the proxy holders. We are not aware of any nominee who will be
unable or will decline to serve as a director. The term of office for each
person elected as a director will continue until the next annual meeting of the
stockholders or until such director's successor has been duly elected and
qualified.



VOTE REQUIRED



The five nominees receiving the highest number of affirmative votes of
the shares entitled to be voted shall be elected to the Board of Directors.






 THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE NOMINEES
 LISTED BELOW.

         The names of the nominees and certain information about them as of
April 30, 2000, are set forth below:

--------------------------------- ---------------------------- ----------------------------------- -----------------------
        Name of Nominee                       Age              Position with the Company                   Since

--------------------------------- ---------------------------- ----------------------------------- -----------------------
Martin Maassen                                58               Chairman of the Board                     May, 1999
(1)(2)                                                         of Directors
--------------------------------- ---------------------------- ----------------------------------- -----------------------
Michael Bagnoli                               42                            Director                     May, 1999
(1)(2)
--------------------------------- ---------------------------- ----------------------------------- -----------------------
Gunther Than                                  53                            Director                     September,
                                                                                                            1998
--------------------------------- ---------------------------- ----------------------------------- -----------------------
David Barbara (2)                             49                            Director                     May, 1999
--------------------------------- ---------------------------- ----------------------------------- -----------------------













(1) Member of the Audit Committee.


(2) Member of the Compensation Committee.



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Dr. Martin Maassen has served as a Director of the Company since May
1999. In April, 2000, Dr. Maassen was appointed Chairman of the Board by the
current Directors, after Gunther Than stepped down as Chairman of the Board. Dr.
Maassen is board-certified in internal medicine and emergency medicine and has
served as a staff physician in the emergency departments of Jackson County,
Deaconess, Union and St. Elizabeth hospitals in Indiana since 1977. Since 1996,
he has been the President of Lafayette Emergency Care, P.C. in Lafayette,
Indiana. In addition to practicing medicine he maintains an expertise in
computer technologies and their medical applications. He holds a Bachelors and a
MD degree from Indiana University.


Dr. Michael Bagnoli has served as a Director of the Company since May,
1999. Dr. Bagnoli holds degrees as a medical doctor and a dental specialist.
Since 1988 he has practiced dentistry in the specialty area of oral and
masiofacial surgery. Through his practice, he introduced orthroscopic surgery
along with the full scope of arthroplastic and total joint reconstruction to the
community. Dr. Bagnoli was founder, CEO and president of a successful medical
products company, Biotek, Inc., which sold to a larger interest in 1994.


Gunther Than has served our President and Chief Executive Officer since
September, 1998. Throughout his career Gunther has been involved in leading edge
technologies, and has devoted his efforts to our technology on a full-time basis
since forming RealView in May 1994. He served as President and Chief Executive
Officer of RealView until we acquired it in October 1998. He has served as our
President and Chief Executive Officer since then. He also serves as President,
CEO and Board Member of View Technologies. Before RealView, he was vice
president and a principal, from 1980 to 1984, of Patterson Dental Corporation,
the largest dental industry supplier in the world.


Prior to Patterson Dental Corporation, Mr. Than's career included:


General Manager at Rutland Biotech, Vancouver, Canada, a developer of medical
and health related proprietary products; Director of Information Systems of
Salkin and Linoff, a Minneapolis, Minnesota retailer of soft goods and ladies
apparel, with $100MM in sales and over 500 retail outlets including Peck and
Peck; Manager of Systems and Programs, Fairway Foods, a $2 billion sales
division of Holiday Worldwide, Inc, and; Systems Programmer, Twin Disc, Inc, a
Wisconsin manufacturer of power transmissions for heavy equipment, ships and
construction implements.


Mr. Than is a graduate of the University of Wisconsin, with a dual
degree in engineering physics and applied mathematics. He has completed graduate
level studies toward a Ph.D. in mathematics at the University Of Wisconsin and
towards an MBA at Marquette University. Mr. Than became President, CEO and
Chairman in September, 1998, and stepped down as Chairman in April, 2000.


Dr. David Barbara has served as a Director of the Company since May,
1999. Dr. Barbara has held a variety of executive positions with hospitals in
Lafayette, Indiana. From 1994 to 1997, Dr. Barbara was a surgeon with the
Arnette Clinic in Lafayette, Indiana and from 1997 to 1998, Dr. Barbara was a
surgeon for the Vein Treatment Center in Indianapolis, Indiana. Since 1998, he
has been a surgeon with _a 120-physician multi-specialty clinic in Atlanta,
Georgia. He holds a BA from Xavier University and MD from the University of
Kentucky, and is a board certified surgeon.



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BOARD OF DIRECTORS MEETINGS AND COMMITTEES



The Board of Directors of the Company held a total of three meetings
during 1998. Other than Mr. Colonna, no director attended fewer than 75% of the
total number of meetings of the Board of Directors or committees of the Board of
Directors held in 1998 during the period in which such directors were members of
the Board of Directors. The Board of Directors has an Audit Committee and a
Compensation Committee.


The Audit Committee currently consists of Messrs. Colonna, Duffy,
Stevens and Wilger and met once during 1998. This committee is primarily
responsible for approving the services performed by the Company's independent
auditors and for reviewing and evaluating the Company's accounting principles
and its system of internal accounting controls.


The Compensation Committee currently consists of Messrs. Duffy,
Jankowski and Stevens and met three times during 1998. This committee reviews
the Company's executive compensation policy and 1992 Stock Plan and makes
recommendations to the full Board of Directors for approval.