FEDERATED PURCHASER, INC.
                         Proxy For the 1998 Special Meeting of Shareholder
            THIS  PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY


     The undersigned  shareholder hereby appoints HARRY J. FALLON and EDMUND L.
HOENER the proxies of the  undersigned, with full power of substitution, hereby
revoking any proxy heretofore  given,  to  attend  the  1998 Special Meeting of
Shareholders of FEDERATED PURCHASER, INC. to be held on May  28,  1998,  at the
time  and  place  set  forth  in  the Notice of Meeting, and any adjournment(s)
thereof and to vote and act with respect  to  the  number  of  shares of Common
Stock, par value $.01 per share, of FEDERATED PURCHASER, INC., standing  in the
name of the undersigned as the undersigned would be entitled to vote or act  if
personally present, as follows.

     1.    Amendment  of the Company's Certificate of Incorporation to increase
the number of shares of Common Stock authorized from 5,000,000 to 10,000,000.

                FOR  ____             AGAINST  ____              ABSTAIN  ____

     2.    In their discretion,  to  vote  and  act  with respect to such other
business as may properly come before the Meeting or any adjournment(s) thereof.


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





     THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN HEREIN.
IF NO INSTRUCTIONS ARE INDICATED, THE PERSONS NAMED PROXY HEREIN  WILL VOTE ALL
SHARES  IN  THE  NAME  OF  THE  UNDERSIGNED  FOR THE AMENDMENT OF THE COMPANY'S
CERTIFICATE OF INCORPORATION AND, IN THEIR DISCRETION,  FOR  ANY OTHER BUSINESS
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) THEREOF.

     Please mark, date, sign and promptly return this proxy in the accompanying
envelope.  No postage is required if mailed within the United States.



                                                 Date

                                                 Signature

                                                 Signature

                                                 INSTRUCTIONS:    Please   sign
                                                 exactly  as your name  appears
                                                 on this proxy.  If signing for
                                                 an   estate,   trust,   minor,
                                                 partnership   or  corporation,
                                                 title  or capacity  should  be
                                                 stated.   If  shares  are held
                                                 jointly,   each   holder  must
                                                 sign.