PROXY OCCUPATIONAL MEDICAL CORPORATION OF AMERICA, INC. PROXY 9811 Bigge Avenue, Oakland, CA 94603 THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO EXERCISE The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders, Occupational Medical Corporation of America, Inc. (the "Company") and the accompanying Proxy Statement dated November 27, 1995, and revoking any proxy heretofore given, hereby constitutes and appoints Don R. Livingston and George Fujikawa, or either of them, with full power of substitution, as attorney and proxy to appear and vote all of the shares of Common Stock of the Company standing in the name of the undersigned which the undersigned could vote if personally present and acting at the Annual Meeting of Shareholders to be held on December 15, 1995, at 1:00 p.m. or at any adjournments thereof, upon the following items as set forth in the Notice of Meeting and more fully described in the Proxy Statement. FOLD AND DETACH HERE THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. 1. ELECTION OF DIRECTORS FOR all nominees WITHHOLD AUTHORITY NOMINEES: Don R. Livingston,Harry listed to the to vote for for all W. Brooks, Jr., Frederick Foston, right (except as nominees listed to Milton Sanders marked to the the right contrary) (INSTRUCTION: to withhold authority any individual nominee, Write that nominee's name in the space provided below.) 2. Ratification of BDO SEIDMAN as 3. In his discretion, the Proxy the independent accountants of the is authorized to vote upon such Company for the fiscal year ending other business as may properly June 30, 1996. come before the meeting. FOR AGAINST ABSTAIN IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, AND 3. (Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing as an attorney, as 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 authorized person.) Dated: , 1995 Signature Signature if held jointly PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.