PROPOSAL 1





ELECTION OF DIRECTORS




The Board is divided into three classes of directors as nearly equal in
number as possible. Presently, the Board consists of six directors comprising
the following: (i) two Class I directors, Mr. Eichberg and Dr. Dinah Corbaci,
whose terms will expire at the 2004 Annual Meeting; (ii) two Class II directors,
Messrs. Hoetzinger and Forbes, who are standing for reelection at this meeting;
and (iii) two Class III directors, Messrs. Haitzmann and Schellmann, whose terms
will expire at the 2003 Annual Meeting. Each director who is elected at an
Annual Meeting will be elected for a three-year term expiring at the third
Annual Meeting of Stockholders after such director's election. Accordingly,
under most circumstances, directors of one Class only are elected at each year's
Annual Meeting of Stockholders. If elected, all nominees are expected to serve
until the expiration of their respective terms and until their successors are
duly elected and qualified.


At the 2002 Annual Meeting, two Class II directors will be elected. The
proxies named on the enclosed proxy intend to vote for the election of the
nominees for Class II directors, Peter Hoetzinger and James D. Forbes. Proxies
cannot be voted for a greater number of directors than the number nominated.


Peter Hoetzinger, a nominee for a Class II director, is presently a
member of the Board of Directors, having served continuously as a director since
March 1994. Mr. Hoetzinger is also presently serving as Vice Chairman of the
Board and President of the Company. He has indicated a willingness to serve;
however, in the event he should become unable to serve as a director, the proxy
will be voted in accordance with the best judgment of the persons acting under
the proxy.


James D. Forbes, a nominee for a Class II director, is presently a
member of the Board of Directors, having served continuously as a director since
March 1994. He has indicated a willingness to serve; however, in the event he
should become unable to serve as a director, the proxy will be voted in
accordance with the best judgment of the persons acting under the proxy.


The information concerning Mr. Hoetzinger and Mr. Forbes, the nominees
for the Class II directors, is set forth above under "Information Concerning
Directors and Executive Officers."



THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES.




12




INDEPENDENT ACCOUNTANTS



Grant Thornton LLP ("Grant Thornton") was the Company's independent
public accounting firm for the fiscal year ending December 31, 2001. The Audit
Committee has recommended, and the Board of Directors has selected Grant
Thornton to again be the Company's independent accountants for the fiscal year
ending December 31, 2002. A representative of Grant Thornton is expected to be
present at the Annual Meeting via telephone and/or web cast, to make a statement
and/or to respond to appropriate questions.