Intervest Bancshares Corporation
10 Rockefeller Plaza (Suite 1015)
New York, New York 10020
(212) 757-7300

Notice of Annual Meeting of Shareholders
to be held on Wednesday, May 27, 1998

NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders
(the "Annual Meeting") of Intervest Bancshares Corporation (the "Company") will
be held on Wednesday, May 27, 1998, at 10:30 a.m., New York time, at the offices
of the Company, 10 Rockefeller Plaza (Suite 1015), New York, New York for the
following purposes:

1. To elect directors;

2. To consider and act upon a proposal to issue warrants related
to the Common Stock of the Company to directors of the Company
and directors, officers and employees of Intervest Bank; and

3. To transact such other business as may properly come before
the meeting or any adjournments thereof.

Pursuant to the Bylaws, the Board of Directors has fixed the close of
business on April __, 1998 as the record date for the determination of
shareholders entitled to notice of and to vote at the annual meeting. Only
holders of Class A or Class B Common Stock of record at the close of business on
that date will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.

By Order of the Board of Directors
New York, New York April ______, 1998
------------------------------
Jerome Dansker
Chairman of the Board

IT IS IMPORTANT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

PROXY STATEMENT
1998 ANNUAL MEETING OF STOCKHOLDERS
MAY 27, 1998

INTERVEST BANCSHARES CORPORATION
10 Rockefeller Plaza (Suite 1015)
New York, New York 10020-1903
(212) 757-7300

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors (sometimes referred to herein as the "Board") of Intervest
Bancshares Corporation, a Delaware corporation (the "Company") of proxies for
use at the Annual Meeting of Stockholders (the "Annual Meeting"), to be held on
May 27, 1998, or any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement and
the accompanying proxy are being mailed to stockholders commencing on or about
April ___, 1998. The Annual Report for the year ended December 31, 1998,
including financial statements, was previously mailed to stockholders.

You will find a form of proxy in the envelope in which you received this Proxy
Statement. Please sign and return this proxy in the enclosed postage-paid
envelope. A stockholder giving a proxy may revoke it at any time prior to the
commencement of the Annual Meeting by: filing a written notice of revocation
with the Secretary of the Company prior to the meeting; delivering to the
Secretary of the Company a duly executed proxy bearing a later date; or
attending the Annual Meeting, filing a written notice of revocation with the
Secretary of the meeting and voting in person.

If the enclosed form of proxy is properly signed and returned to the Company in
time to be voted at the Annual Meeting, the shares represented thereby will be
voted in accordance with the instructions marked thereon. Signed proxies with no
instructions thereon with respect to any one or more of the proposals set forth
in the accompanying Notice of Annual Meeting will be voted (1) FOR the election
of the nominees as director and (2) FOR the approval of the issuance of the
Company's warrants for the purchase of Class A Common Stock to officers,
directors and employees. If any other matters are properly brought before the
Annual Meeting, the persons named in the accompanying proxy will vote the shares
represented by such proxy on such matters as shall be determined by a majority
of the Board of Directors or its Executive Committee.

The voting securities of the Company entitled to vote at the Annual Meeting
consist of shares of Class A and Class B Common Stock. Only stockholders of
record at the close of business on April ___, 1998 are entitled to notice of and
to vote at the Annual Meeting. On that date, there were 2,136,675 shares of the
Company's Class A Common Stock and 300,000 shares of the Company's Class B
Common Stock issued and outstanding. The holders of the outstanding shares of
Class B Common Stock are entitled to vote for the election of two-thirds of the
directors of the Company rounded up to the nearest whole number, or seven
directors. The holders of the outstanding shares of Class A Common Stock of the
Company are entitled to vote for the election of the remaining directors of the
Company, or three directors. The holders of both Class A and Class B Common
Stock as of the record date are entitled to vote on all other matters to come
before the meeting, and each is entitled to one vote for each share held on the
record date.

A majority of the outstanding shares of Common Stock entitled to vote,
represented in person or by proxy, will constitute a quorum for the transaction
of business at the Annual Meeting. Abstentions and broker non-votes will be
counted as present for purposes of determining whether a quorum is present, but
will have no effect on the vote. If a quorum is present, the three nominees for
election by the holders of Class A Common Stock and the six nominees for
election by the holders of Class B Common Stock who receive the highest number
of votes cast by holders of shares of Class A Common Stock and Class B Common
Stock, respectively, will be elected as directors of the Company. In addition,
the affirmative vote of the holders of a majority of the shares of Common Stock
entitled to vote who are present or represented at the Annual

Meeting, if a quorum is present, is required for approval of the issuance of the
Company's warrants for the purchase of Class A and Class B Common Stock to
officers, directors and employees of the Company and Intervest Bank.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 31, 1998 by (i) each person
who is known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock of the Company, (ii) each of the Company's directors,
(iii) each executive officer of the Company and (iv) all current directors and
executive officers of the Company as a group.

Class A Common Stock Class B Common Stock
---------------------------------------- -------------------------------------
Name and Address of
Beneficial Holder Number of Shares Percent of Class Number of Shares Percent of Class
- ----------------- ---------------- ---------------- ---------------- ----------------

Helene D. Bergman 225,000 10.73% 75,000 16.67%
201 East 62nd Street
New York, New York 10021

Directors and Executive Officers
- --------------------------------
Lawrence G. Bergman 307,500(2) 14.11% 75,000 16.67%
201 East 62nd Street
New York, New York 10021

Lowell S. Dansker 532,500(2) 24.27% 150,000 33.33%
360 West 55th Street
New York, New York 10019

Michael A. Callen 45,000(3) 2.11% 0 0%
Ryutat
Jeddah, Saudi Arabia

Jerome Dansker 553,965(4) 20.89% 150,000(4) 33.33%
860 Fifth Avenue
New York, New York 10021

Milton F. Gidge 31,500(5) 1.48% 0 0%
43 Salem Ridge Drive
Huntington, New York 11743

William F. Holly 22,500(6) 1.06% 0 0%
206 Edgemere Drive
Rochester, New York 14612

David J. Willmott 82,500(7) 3.84% 0 0%
West Way
Southhampton, New York

Wesley T. Wood 97,500(8) 4.52% 0 0%
24 Timber Ridge Drive
Oyster Bay, New York 11771

All directors and executive
officers as a group 1,672,965 56.49% 375,000 83.33%

- -----------------------------
(1) Percentages have been computed based upon the total outstanding shares
of the Company plus, for each person and the group, shares that person
or the group has the right to acquire pursuant to warrants.

(2) Includes 82,500 shares of Class A common stock issuable upon the
exercise of warrants.

(3) Includes 33,750 shares of Class A common stock issuable upon the
exercise of warrants.

(4) The 553,965 shares of Class A common stock are issuable upon the
exercise of outstanding warrants. The 150,000 shares of Class B Common
Stock are issuable upon exercise of a warrant.

(5) Includes 11,250 shares of Class A common stock issuable upon the
exercise of warrants.

(6) Includes 22,500 shares of Class A common stock issuable upon the
exercise of warrants.

(7) Includes 52,500 shares of Class A common stock issuable upon the
exercise of warrants.

(8) Includes 60,000 shares of Class A common stock issuable upon the
exercise of warrants.

PROPOSAL ONE
ELECTION OF DIRECTORS

At the meeting, it is proposed to elect a board of 9 directors, each to serve
until the next annual meeting or until a successor is elected and qualified. If
no contrary specification is made, the persons named in the proxy card will vote
for the election of the nominees named below. If any of these persons should
decline election or should by reason of unexpected occurrence not be able to
serve, the persons named in the proxy card may exercise discretionary authority
to vote for a substitute or substitutes. All of the nominees are presently
serving as directors of the Company and, with the exception of Mr. Merz, were
elected by the shareholders. Mr. Merz was elected by the Board of Directors to
fill a vacancy created when the size of the Board of Directors was, as permitted
by the Bylaws, increased from 8 to 9.

The names of the nominees and certain information about them are set forth
below.

For election by the holders of Class A Common Stock:

Michael A. Callen, age 57, serves as a Director of the Company, and has
served in such capacity since May, 1994. Mr Callen received a Bachelor of Arts
degree from the University of Wisconsin in Economics and Russian. Mr. Callen has
been Senior Advisor, The National Commercial Bank, Jeddah, Kingdom of Saudi
Arabia since May, 1993. From the fall of 1992 through February of 1993, he was
an Adjunct Professor of International Banking at Columbia University Business
School. From 1987 until February of 1992 he was a Director and Sector Executive
at Citicorp/Citibank, responsible for corporate banking activities in North
America, Europe and Japan. He is also a Director of Intervest Corporation of New
York and AMBAC, Inc.

Milton F. Gidge, age 68, serves as a Director of the Company, and has
served in such capacity since March, 1994. Mr. Gidge received a Bachelor of
Business Administration degree in Accounting from Adelphi University and a
Masters Degree in Banking and Finance from New York University. Mr. Gidge
retired in 1994 and, prior to his retirement, was a Director and Chairman-Credit
Policy of Lincoln Savings Bank, F.S.B. (headquartered in New York City). He is
also a Director of Intervest Corporation of New York, Interboro Mutual Indemnity
Insurance Company and Vicon Industries, Inc. Mr. Gidge was an officer of Lincoln
Savings Bank, F.S.B. for more than five years.

William F. Holly, age 69, serves as a Director of the Company and has
served in such capacity since March, 1994. Mr. Holly received a Bachelor of Arts
degree in Economics from Alfred University. Mr. Holly is Chairman of the Board
and CEO of Sage, Rutty & Co., Inc., members of the Boston Stock Exchange, with
offices in Rochester, New York and Canandaigua, New York, and is also a Director
of Intervest Corporation of New York and a Trustee of Alfred University. Mr.
Holly has been an officer and director of Sage, Rutty & Co., Inc. for more than
five years.

For election by the holders of Class B Common Stock:

Lawrence G. Bergman, age 53, serves as a Director, Vice President and
Secretary of the Company and has served in such capacities since the Company was
organized. Mr. Bergman received a Bachelor of Science degree and a Master of
Engineering (Electrical) degree from Cornell University, and a Master of Science
in Engineering and a Ph.D degree from The Johns Hopkins University. Mr. Bergman
is also Co-Chairman of the Board of Directors and a member of the Loan Committee
of the Bank and a Director, Vice-President and Secretary of Intervest
Corporation of New York. During the past five years Mr. Bergman has been
actively involved in the ownership and operation of real estate and mortgage
investments.

Jerome Dansker, age 79, serves as Chairman of the Board of Directors
and Executive Vice President of the Company. He has served as Executive Vice
President since 1994 and as Chairman of the Board since 1996. Mr. Dansker
received a Bachelor of Science degree from the New York University School of
Commerce, Accounts and Finance, a law degree from the New York University School
of Law, and is admitted to practice as an attorney in the State of New York. Mr.
Dansker is also a Director and Chairman of the Loan Committee of the Bank and is
Chairman of the Board of Directors and Executive Vice President of Intervest

Corporation of New York. During the past five years, Mr. Dansker has been
actively involved in the ownership and operation of real estate and mortgage
investments.

Lowell S. Dansker, age 47, serves as a Director, President and
Treasurer of the Company, and has served in such capacities since the Company
was organized. Mr. Dansker received a Bachelor of Science in Business
Administration from Babson College, a law degree from the University of Akron
School of Law, and is admitted to practice as an attorney in New York, Ohio,
Florida and the District of Columbia. Mr. Dansker is also Co-Chairman of the
Board of Directors and a member of the Loan Committee of the Bank and a
Director, President and Treasurer of Intervest Corporation of New York. During
the past five years, Mr. Dansker has been actively involved in the ownership and
operation of real estate and mortgage investments.

Edward J. Merz, age 66, serves as a Director of the Company and has
served in such capacity since February, 1998. Mr. Merz received a Bachelor of
Business Administration from City College of New York and is a graduate of the
Stonier School of Banking at Rutgers University. Mr. Merz is Chairman of the
Board of Directors of the Suffolk County National Bank of Riverhead and of its
parent, Suffolk Bancorp, and has been an officer and director of those companies
for more than five years. He is also a director of the Independent Bankers
Association of New York.

David J. Willmott, age 60, serves as a Director of the Company, and has
served in such capacity since March, 1994. Mr. Willmott is a graduate of Becker
Junior College and attended New York University Extension and Long Island
University Extension of Southampton College. Mr. Willmott is the Editor and
Publisher of Suffolk Life Newspapers, which he founded more than 25 years ago
and is a Director of Intervest Corporation of New York.

Wesley T. Wood, age 55, serves as a Director of the Company, and has
served in such capacity since March, 1994. Mr. Wood received a Bachelor of
Science degree from New York University, School of Commerce. Mr. Wood is
President of Marketing Capital Corporation, an international marketing
consulting and investment firm which he founded in 1973. He is also a Director
of Intervest Corporation of New York, a Director of the Center of Direct
Marketing at New York University, a member of the Marketing Committee at
Fairfield University in Connecticut, and a Trustee of St. Dominics R.C. Church
in Oyster Bay, New York.

- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" the election
of the foregoing nominees for director
- --------------------------------------------------------------------------------
5

Mr. Bergman's wife is the sister of Lowell S. Dansker, and Jerome
Dansker is the father of Lowell S Dansker and Mrs. Bergman. Otherwise, there are
no family relationships between any director, executive officer or any person
nominated or chosen by the Board of Directors to become a director or executive
officer.

Meetings of the Board of Directors and Committees.

The Board of Directors held two meetings in 1997. During the period
that each director served as such, all of the directors attended at least 75% of
the total meetings held by the Board of Directors and by the Committees on which
they served during 1997.

Committees of the Board of Directors.

Currently, the Board of Directors has the following standing committees:

Executive Committee. Members of the Executive Committee are Lawrence G.
Bergman, Jerome Dansker and Lowell S. Dansker. The Executive Committee exercises
all of the power of the Board between meetings of the Board. The Executive
Committee held seven meetings in 1997.

Audit Committee. Members of the Audit Committee are Lawrence G.
Bergman, Milton F. Gidge and Wesley T. Wood. The purpose of the Audit Committee
is to review the results of operations of the Company with officers of the
Company who are responsible for accounting matters and, from time to time, with
the Company's independent auditors. The Audit Committee, which was formed late
in 1997, did not meet in 1997 and held its first meeting in 1998.

Compensation of Directors.

Directors of the Company receive a fee of $500 per Board meeting attended. The
Chairman of the Executive Committee receives $100 per meeting attended and the
other members of the Executive Committee receive $25 per meeting attended.

EXECUTIVE COMPENSATION

Executive Compensation Summary Table

The following table sets forth information concerning total compensation or paid
during the last three years to the Bank's chief executive officer. No other
officer of the Company or the Bank had annual compensation in excess of
$100,000.

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
----------------------------------------------------------- ---------------------------------
Other Annual
Name and Principal Year Salary(1) Bonuses Compensation Awards(2) Pay-Outs
---- ------ ------- ------------ --------- --------
Position

Keith A. Olsen, 1995 $ 90,000 $10,000 ---- 15,000 ------
President
1996 $ 95,000 $10,000 ---- 15,000 ------

1997 $115,000 $10,000 ---- ------- ------
- ------------------------------

(1) All compensation or enumeration paid to employees is paid by the Bank.
At the present time, there are no separate employees of the Company and
there is no compensation paid by the Company.

(2) These represent warrants to purchase the number of shares of Class A
Common Stock set forth in the table.

Employment Agreement with Keith A. Olsen

The Bank has an employment agreement with Mr. Keith A. Olsen. The agreement
provides for a base annual salary of not less than $115,000 and also provides
for the payment of one year severance upon termination of employment.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Intervest Bank has had, and expects to have in the future, various loan
and other banking transactions in the ordinary course of business with directors
and executive officers of Intervest Bank (or associates of such persons). In the
opinion of management, all such transactions: (i) have been or will be made in
the ordinary course of business, (ii) have been and will be made on
substantially the same terms, including interest rates and collateral on loans,

as those generally prevailing at the time for comparable transactions with
unrelated persons, and (iii) have not and will not involve more than the normal
risk of collectability or present other unfavorable features. The total dollar
amount of extensions of credit, including unused lines of credit, to directors
and executive officers and any of their associates was $3.2 million as of
December 31, 1997, which represented approximately 18.2% of total stockholders
equity.

The Company, as well as corporations affiliated with certain directors
of the Company, have in the past and may in the future participate in mortgage
loans originated by Intervest Bank. Such participations are on substantially the
same terms as would apply for comparable transactions with other persons and the
interest of the participants in the collateral securing those loans is pari
passu with Intervest Bank.

Intervest Bank leases office space from a corporation in which Robert
J. Carroll, a director of the Bank, is an officer and in which he has an
ownership interest. Mr. William F. Holly, a director of the corporation is
Chairman of the Board and Chief Executive Officer of Sage, Rutty & Co., Inc.,
which was the underwriter in the Company's public offering of units during 1997
and, in that capacity, Sage Rutty & Co. received aggregate compensation of
approximately $256,000, as well as warrants related to 18,000 Shares of Class A
Common Stock for its services as underwriter.

Except for the transactions described above and outside of normal
customer relationships, none of the directors, officers or present shareholders
of the Company and no corporations or firms with with such persons or entities
are associated, currently maintains or has maintained since the beginning of the
last fiscal year, any significant business or personal relationship with the
Company or with Intervest Bank, other than such as arises by virtue of such
position or ownership interest in the Company or Intervest Bank.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who beneficially own more
than 10% of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC"). Such persons are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms filed by such persons.

Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the Company
believes that all filing requirements applicable to the Company's executive
officers, directors and more than 10% stockholders were satisfied.

PROPOSAL TWO
APPROVAL OF GRANT OF WARRANTS TO OFFICERS, DIRECTORS AND EMPLOYEES

The Board of Directors has approved the grant of warrants related to
the purchase of up to 120,000 shares of the Class A Common Stock of the Company,
to the directors of the Company, as well as the directors, officers and
employees of its subsidiary, Intervest Bank. The warrants will be identical to
the Series 10/24/97 warrants issued and sold to the public in connection with
the Company's 1997 public offering. Specifically, the warrants entitle the
holder thereof to purchase at any time through December 31, 2002, one share of
Class A Common Stock at a price determined as follows. The price is $10.00 per
share through December 31, 1999; $11.50 per share from January 1, 2000 through
December 31, 2000; $12.50 per share from January 1, 2001 through December 31,
2001; and $13.50 per share from January 1, 2002 until the expiration date. The
warrants may be redeemed by the Company at any time, at $1.00 per warrant
through December 31, 1999, and without consideration after December 31, 1999. In
the event of any call for redemption, holders of warrants will have 60 days
within which to exercise the warrant.

The chairman of the Board of Directors of the Company was granted a
warrant related to 10,000 shares of Class A Common Stock and all other directors
of the Company were granted warrants for 5,000 shares of Class A Common Stock.
The chairman was also granted an additional warrant for 5,000 shares for his
service as chairman of the Loan Committee. The Co-Chairmen of the Board of
Directors of Intervest Bank were awarded warrants for 7,500 shares of Class A
Common Stock and all other directors of the Bank were awarded warrants for 2,000
shares of Class A Common Stock. Mr. Jerome Dansker was granted an additional
warrant for 5,000 shares for service as chairman of the Loan Committee of the
Bank. Mr. Olsen, President of the Bank, was granted warrants for 5,000 shares of
Class A Common Stock and the other officers and employees of the Bank were
granted warrants in varying amounts. All of the foregoing warrants were granted
subject to the condition that the grantee shall be holding his or her respective
position with the Company or with Intervest Bank at the time of the 1998 Annual
Meeting of Shareholders of the Company.

In addition to the Class A Warrants described above, the Board of
Directors approved the issuance to Jerome Dansker, of warrants related to up to
50,000 shares of the Class B Common Stock of the Company, exercisable at a price
of $10.00 per share on or before January 31, 2008.

Approval of the issuance of all of the foregoing warrants requires the
affirmative vote of a majority of the shares present or represented by proxy at
the annual meeting and entitled to vote thereon.

- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" this proposal
- --------------------------------------------------------------------------------
9

STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING

Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Company (i) must be received by the Company at
its offices at 10 Rockefeller Plaza (Suite 1015), New York, New York 10020 no
later than January 1, 1999 and (ii) must satisfy the conditions established by
the Securities and Exchange Commission for stockholder proposals to be included
in the Company's Proxy Statement for that meeting.

OTHER MATTERS

The cost of solicitation of proxies by the Company will be borne by the
Company. In addition to the solicitation of proxies by mail, the Company,
through its directors, officers and regular employees, may also solicit proxies
personally or by telephone, telegraph or fax. The Company will request persons,
firms and corporations holding shares of Common Stock in their names or in the
names of their nominees, which are beneficially owned by others, to send proxy
material to and obtain proxies from such beneficial owners and will reimburse
such holders for their reasonable expenses in doing so.

As of this date, the Board of Director does not know of any business to
be brought before the meeting other than as specified above. However, if any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote in such manner as may be determined
by a majority of the Board of Directors or its Executive Committee.

Copies of the 1997 Annual Report of the Company were previously mailed
to stockholders and additional copies may be obtained from the Secretary of the
Company 10 Rockefeller Plaza (Suite 1015), New York, New York 10020.

By Order of the Board of Directors

Lawrence G. Bergman
Secretary

Dated: April , 1998

A copy of the Annual Report of the Company on Form 10-KSB for its most
recent fiscal year, as filed with the Securities and Exchange Commission, will
be furnished upon request and without charge to beneficial holders of the Class
A Common Stock of the Company. Written requests should be directed to:
Secretary, 10 Rockefeller Plaza (Suite 1015), New York, New York 10020.
Telephone inquiries should be directed to (212) 757-7300.

PROXY INTERVEST BANCSHARES CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Shareholders On May 27, 1998

The Undersigned, revoking any proxy heretofore given, hereby
constitutes and
appoints Lawrence G. Bergman, Jerome Dansker and Lowell S. Dansker, or any of
them proxies of the undersigned, each with full power of substitution, to vote
all shares of Class A Common Stock of INTERVEST BANCSHARES CORPORATION (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held Wednesday, May 27, 1998 at 10:30 A.M. local time (the
"Annual Meeting"), and at any adjournment or postponement thereof, as
hereinafter specified with respect to the following proposals, more fully
described in the Notice of and Proxy Statement for the Annual Meeting, receipt
of which is hereby acknowledged. The Board of Directors recommends a vote FOR
all of the director nominees and FOR proposal 2.

DIRECTOR NOMINEES:

Michael A. Callen, Milton F. Gidge, William F. Holly

WITHHELD
FOR all nominees for all
listed above Nominees
------ ------
1. Election of Directors | | | |
------ ------

To withhold authority to vote for any individual nominee, print the name(s) on
the lines below.

- --------------------------------------------------------------------------------

2. ISSUANCE OF WARRANTS
FOR AGAINST ABSTAIN
---- ---- ----
| | | | | |
---- ---- ----

3. In their discretion, upon any other business which may properly come before
the Annual Meeting or any adjournment or postponement thereof.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH
HEREIN UNLESS A CONTRARY CHOICE IS SPECIFIED. SAID PROXIES WILL USE THEIR
DISCRETION WITH RESPECT TO ANY OTHER MATTERS WHICH PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.

Signature:____________________________________ Date: ________________________

Note: (please sign exactly as name appears hereon. For joint accounts, each
joint owner should sign. Executors, administrators, trustees, etc. should so
indicate when signing).

COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.