SCHEDULE 14A INFORMATION SECURITIES

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
EXCHANGE ACT OF 1934 (Amendment No. )

Filed by the Registrant [_]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[ ] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] CONFIDENTIAL, FOR USE OF THE (S)240.14a-11(c) or (S)240.14a-12
COMMISSION ONLY (AS PERMITTED
BY RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials

CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:

________________________________________________________________________________

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:

________________________________________________________________________________
5) Total fee paid:

________________________________________________________________________________
[_] Fee paid previously with preliminary materials:

________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

1) Amount previously paid:

________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:

________________________________________________________________________________
3) Filing Party:

________________________________________________________________________________
4) Date Filed:

________________________________________________________________________________

Notes:

[CYBERNET GRAPHIC REMOVED HERE]

Notice of Annual Meeting of Stockholders

to be held March 12, 2002

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NOTICE IS HEREBY GIVEN that the rescheduled 2001 Annual Meeting of
Stockholders of Cybernet Internet Services International, Inc., a Delaware
corporation ("Cybernet" or "Company"), will be held at the Company's offices at
Stefan-George-Ring 19-23, Munich, Germany, on March 12, 2002, at 11:00 a.m.,
local time, for the following purposes:

(1) To elect up to two Class B Directors to serve for a three-year
term expiring at the 2003 Annual Meeting of Stockholders and to elect two
Class C Directors to serve for a three-year term expiring at the 2004 Annual
Meeting of Stockholders.

(2) To approve the Cybernet 1998 Stock Incentive Plan.

(3) To ratify the appointment of Ernst & Young Deutsche Allgemeine
Treuhand AG as corporate auditors for the 2000 and 2001 fiscal years.

(4) To transact such other business as may properly come before the
meeting or any adjournment thereof.

Your Board of Directors unanimously recommends that you vote "FOR"
Proposal Nos. 1, 2 and 3. Only stockholders of record at the close of business
on February 7, 2002 will be entitled to notice of, and to vote at, the Annual
Meeting.

By Order of the
Board of Directors

/s/ Andreas Eder

Andreas Eder
President, Chief Executive Officer and
Chairman of the Board

Munich, Germany
February 22, 2002

Your Board strongly opposes the proxy solicitation by MFC. We urge you NOT to
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sign any yellow proxy card sent to you by MFC Bancorp Ltd. and to sign and
return the WHITE proxy card contained herewith.

If you have previously signed and returned the yellow proxy card, you have every
right to change your mind and revoke your proxy by signing, dating and mailing
the enclosed WHITE proxy card in the postage-paid envelope provided and to mark
the "FOR" boxes on the card.

Regardless of the number of shares you own, your proxy is important. Please act
today.

[CYBERNET GRAPHIC REMOVED HERE]

Cybernet Internet Services International, Inc.
Stefan-George-Ring 19-23
81929 Munich, Germany

Dear Fellow Stockholders:

Your Board of Directors would like to invite you to attend the
rescheduled 2001 Annual Meeting of Stockholders of Cybernet Internet Services
International, Inc., a Delaware Corporation ("Cybernet" or "Company"), to be
held at the Company's office at Stefan-George-Ring 19-23, Munich, Germany, on
March 12, 2002, at 11:00 a.m., local time. A Notice of Annual Meeting, a Proxy
Statement, and a Proxy containing information about the matters to be acted upon
at the Annual Meeting are enclosed.

At the Annual Meeting, you will be asked to (i) elect up to two Class B
Directors to serve until the 2003 Annual Meeting of Stockholders and elect two
Class C Directors to serve until the 2004 Annual Meeting of Stockholders; (ii)
approve the Cybernet 1998 Stock Incentive Plan; and (iii) ratify the appointment
of Ernst & Young Deutsche Allgemeine Treuhand AG as corporate auditors for the
2000 and 2001 fiscal years.

February 7, 2002 has been set as the record date for the determination
of stockholders entitled to receive notice of, and to vote at, the Annual
Meeting. The formal notice of the meeting follows on the next page. Certain of
the Company's directors and officers are scheduled to be available before and
after the meeting to speak with you. During the meeting, we will answer your
questions regarding our business affairs and will consider the matters explained
in the Notice and Proxy Statement that follow.

We want to alert you that MFC Bancorp Ltd. ("MFC") has acquired voting
control of shares held by two dissident minority stockholders, and is intending
to seize control of your Company by starting a proxy solicitation to elect one
half or more of your Board and appoint its own hand-picked nominees as new
directors. If the slate of directors nominated by MFC is elected, it may
constitute a "change of control" under your Company's note indentures relating
to notes with total outstanding principal of approximately $160,000,000. A
change of control may trigger an obligation to repurchase the notes which could
result in the bankruptcy of your Company.

Your Board believes that MFC has not proposed a business plan that
will deliver stockholder value. In addition, given what management believes to
be peculiar and suspect actions by MFC leading up to its proxy solicitation and
the public allegations against MFC (as described in the enclosed proxy
statement), your Board has substantial doubts that MFC has any long-term
commitment to the Company.

Your Board is working to complete a business plan designed to assist
the Company in weathering the current significant downturn in the
telecommunications industry and to position the Company to participate in the
industry's recovery. Now is not the time to attempt to impose on your Company a
new board of directors. We are opposed to MFC's solicitation and strongly urge
you NOT to return any of its yellow proxy cards.

We regret that MFC is subjecting your Company to a disruptive and
costly proxy process. We assure you that your Board and management are acting
and will continue to act vigorously to protect your best interests. In the
meantime, you will most likely be approached by Michael Smith, Roy Zanatta,
Eduard Seligman or other MFC agents in an attempt to convince you to sign their
yellow proxy cards. We urge you NOT to sign the YELLOW proxy card or other
materials you may receive from MFC and its agents without first reading your
Company's enclosed proxy materials.

As your Board, we will work to provide you with the information you
need to make an informed decision in response to MFC's attempts to seize
control. We will keep you updated as further information becomes available. On
behalf of your Board of Directors, I thank you for your interest and continued
support.

It is very important that your views be represented, whether or not you
are able to attend the Annual Meeting. Accordingly, please complete, sign and
date your enclosed WHITE proxy card and return it to us in the enclosed envelope
as soon as possible. Returning your completed proxy card will not limit your
right to vote in person if you attend the Annual Meeting.

Sincerely,

/s/ Andreas Eder
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Andreas Eder
President, Chief Executive Officer
and Chairman of the Board

Munich, Germany
February 22, 2002

Your Board strongly opposes the proxy solicitation by MFC. We urge you not to
sign any yellow proxy card sent to you by MFC and Ventegis Capital AG and to
sign and return the WHITE proxy card contained herewith.

Regardless of the number of shares you own, your proxy is important. Please act
today.

CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
Stefan-George-Ring 19-23
81929 Munich, Germany

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PROXY STATEMENT FOR THE RESCHEDULED
2001 ANNUAL MEETING OF SHAREHOLDERS

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The enclosed proxy is solicited by the Board of Directors of Cybernet
Internet Services International, Inc., a Delaware corporation ("we" or
--
"Company"), in connection with the rescheduled 2001 Annual Meeting of
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Stockholders to be held at the Company's offices at Stefan-George-Ring 19-23,
Munich, Germany, on March 12, 2002, at 11:00 a.m., local time, or any
adjournment thereof (the "Annual Meeting"). The Company's Annual Report to
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Stockholders for the fiscal year ended December 31, 2000 and Quarterly Report
for the period ended September 30, 2001 accompany this Proxy Statement. This
Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders
and the enclosed proxy card were first sent or given to stockholders of the
Company on or about February 22, 2002.

INFORMATION REGARDING THE ANNUAL MEETING

Proposals

At the Annual Meeting, our stockholders will be asked:

(1) To elect up to two Class B Directors to serve for a three-year term
expiring at the 2003 Annual Meeting of Stockholders and to elect two Class C
Directors to serve for a three-year term expiring at the 2004 Annual Meeting of
Stockholders.

(2) To approve the Cybernet 1998 Stock Incentive Plan.

(3) To ratify the appointment of Ernst & Young Deutsche Allgemeine Treuhand
AG as corporate auditors for the 2000 and 2001 fiscal years.

(4) To transact such other business as may properly come before the meeting
or any adjournment thereof.

This Annual Meeting is very important to all of our stockholders in light
of an attempt by MFC Bancorp Ltd. ("MFC") to elect one half or more of the
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members of your Board. Your Board unanimously recommends that you reject MFC's
nominees and vote "FOR" the election of your Board's nominees on the enclosed
WHITE proxycard. We urge you not to vote for any individuals nominated by MFC.

If you have previously signed a yellow proxy card sent to you by MFC, you
can revoke that proxy by signing, dating and mailing the enclosed WHITE proxy
card in the envelope provided.

Record Date and Quorum

Holders of record of the Company's Common Stock, par value $.001 per share
(the "Common Stock") as of the close of business on February 7, 2002 will be
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entitled to vote at the Annual Meeting, and each holder of record of Common
Stock on such date will be entitled to one vote for each share of Common Stock.
As of February 7, 2002, there were approximately 26,535,627 shares of Common
Stock outstanding held by approximately 139 stockholders of record.

The by-laws of the Company (the "By-Laws") provide that 40% of the
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outstanding shares of Common Stock be represented in person or by proxy at the
Annual Meeting in order to constitute a quorum for the transaction of business.
However, pursuant to an order by the Court of Chancery of the State of Delaware
("Delaware Court"), Cybernet shares represented at the Annual Meeting, either
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in person or by proxy, and entitled to vote thereat, shall constitute a quorum
for the purposes of that meeting. This means that the shares represented at the
Annual Meeting on March 12, 2002 shall represent a quorum, even if such shares
represent less than 40% of the outstanding shares. We therefore urge you to send
in your proxy card or attend the Annual Meeting so that your views can be
represented. Pursuant to direction by the Delaware Court on February 15, 2002,
March 12, 2002 has been set as the meeting date, February 7, 2002 as the record
date and February 22, 2002 as the notice date.

The Delaware Court's directive on February 15, 2002 amends a prior court
order dated February 12, 2002 ("February Order") which had set a meeting date of
March 8, 2002, a record date of February 7, 2002, and a notice date of February
18, 2002. The February Order amended a prior stipulated court order dated
December 19, 2001 (the "December Order") which directed that the Annual Meeting
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be held on January 18, 2002. For the reasons set forth below, (See Recent
Developments), the meeting did not take place on the date specified in the
February Order and the December Order, and the Delaware Court's directive on
February 15, 2002 has now revised the meeting schedule as described above.

Vote Required

The nominees for election as Class B Director and Class C Directors will be
elected by the affirmative vote of a plurality of the shares of Common Stock,
present in person or by proxy and actually voting at the Annual Meeting.
Abstentions and broker non-votes will have no effect on the outcome of the
voting to elect the Class B Director nominee and Class C Director nominees. A
broker non-vote may occur when a nominee holding shares of Common Stock for a
beneficial owner does not vote on a proposal because such nominee does not have
discretionary voting power and has not received instructions from the beneficial
owner.

Stockholders who hold their shares through an intermediary must provide
instructions on voting as requested by their banks or brokers. Votes cast by
proxy or in person at the Annual Meeting will be tabulated by one or more
inspectors of election appointed by our Board of Directors. These inspectors of
election will also determine whether a quorum is present for the transaction of
business.

Proxies

All properly executed proxies, unless previously revoked, will be voted at
the Annual Meeting in accordance with the directions given. In voting by proxy
with regard to the election of directors, our stockholders may vote in favor of
all nominees, withhold their votes as to all nominees, or withhold their votes
as to specific nominees. With regard to other proposals, our

stockholders may vote in favor of each proposal or against each proposal, or in
favor of some proposals and against others, or may abstain from voting on any or
all proposals. Stockholders should specify their respective choices on the
accompanying proxy card.

If no specific instructions are given with regard to the matters to be
voted upon, the shares of common stock represented by a signed proxy card will
be vote "FOR" Proposal Nos. 1, 2 and 3 listed on the proxy card or may be used
to adjourn or postpone the Annual Meeting, subject to applicable laws,
regulations and court orders. If any other matters properly come before the
Annual Meeting of which we had not received notice a reasonable time before we
began mailing this proxy statement and the accompanying proxy card, the persons
named as proxies will vote upon such matters according to their judgment.

Revocation of Proxies
Any stockholder giving a proxy may revoke it at any time before it is voted
by giving written notice of revocation to the Company, c/o Andreas Eder,
President, Chief Executive Officer and Chairman of the Board, at the address
shown above, or by executing and delivering prior to the Annual Meeting a proxy
bearing a later date. Any stockholder who attends the Annual Meeting may revoke
a previously submitted proxy by voting his or her shares of Common Stock in
person.

Solicitation of Proxies

Proxies will initially be solicited by us by mail, but directors, officers
and regular fill time, management level employees may solicit proxies from
stockholders personally or by telephone, facsimile, advertisement or the
Internet. Such directors, officers and employees will not receive any additional
compensation for such solicitation. We will also request brokerage houses,
nominees, fiduciaries and other custodians to forward soliciting materials to
beneficial owners, and will reimburse such persons for their reasonable expenses
incurred in doing so. The total amount of fees and expenses estimated to be
spent and the total expenditures to date in connection with the solicitation of
stockholders are $500,000 and $200,000, respectively. All of the Company's
expenses incurred in connection with the solicitation of proxies will be borne
by us.

Your Board unanimously recommends that you vote "FOR" Proposal Nos. 1, 2
and 3.

The principal market for our common stock is the Neuer Market. Our common
stock is listed on the Neuer Market under the symbol "CYN". Our common stock
is also listed on the OTC Bulletin Board under the symbol
"ZNET." On February 7, 2002, the closing sale price for the common stock as
reported on Neuer Market and the OTC Bulletin Board was 0.46 Euro and $0.40 per
share, respectively.

Except for dollar amounts taken from the Company's financial statements
contained in the Form 10-K for fiscal years ended 2000 and 1999, all dollar
amounts have been converted from Deutsche Marks to U.S. Dollars at the exchange
rate indicated where applicable.

We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith file
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reports, proxy statements, and other information with the SEC. Such reports,
proxy statements and other information may be inspected without charge at, and
copies thereof may be obtained at prescribed rates from, the public reference
facilities of the SEC's principal office at 450 Fifth Street, N.W., Washington,
DC 20549, and at the SEC's regional offices. The SEC maintains a web site that
contains reports, proxy and information statements, and other information
regarding

registrants that file electronically with the SEC. The address of such site is:
http://www.sec.gov.

RECENT DEVELOPMENTS

MFC Targets the Company
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On or about September 19, 2001, MFC sent a letter to the Company advising
us of its "strong interest" in providing financial services to the Company and
assisting us in restructuring our outstanding debt. As explained to the Company
by MFC, MFC's proposal required, among other things, that (i) a majority of your
Board of Directors resign, (ii) MFC designees be immediately installed as their
replacements, and (iii) that the proposal "will neither be submitted nor
disclosed to" to one of our directors at the time. Your management and your
Board made good faith efforts to evaluate the benefits and risks of MFC's offer.
Your management and Board also made a series of specific inquiries regarding
MFC's plans in the event its proposals were accepted. MFC did not respond to the
specific inquiries and continued to insist on a change in control of your Board.

On November 2, 2001, MFC acquired voting control of shares held by Holger
Timm and Ventegis Capital Ag, representing approximately 25.9% of the Company's
issued and outstanding shares. MFC intends to seize control of your Company by
starting a proxy solicitation to elect one-half or more of your Board and
appoint its nominees as new directors.

Delaware Litigation
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On November 13, 2001, the Company's Chief Executive Officer applied for and
received an order dated November 15, 2001 from the Delaware Court. The order
waived all quorum requirements for an adjourned meeting of stockholders of the
Company to elect directors of the Company on December 4, 2001. Mr. Eder sought
the order in order to enfranchise you, the shareholders. Without such an order,
the Company's By-Laws require the presence in person or by proxy of 40% of the
outstanding shares of Common Stock to constitute a quorum.

On November 16, 2001, MFC, Ventegis Capital Ag and Holder Timm moved to
intervene in the Delaware action and asked the Delaware Court, inter alia, to
vacate its order dated November 15, 2001 that removed the quorum requirement for
the December 4, 2001 adjourned meeting of stockholders of the Company. Your
Board believes they did so with the sole and express purpose of allowing
themselves another opportunity to nominate a competing slate of directors. This
is after they have already foregone the opportunity to nominate directors in
accordance with your Company's By-Laws.

On December 3, 2001, the Delaware Court vacated its order dated November
15, 2001 that waived all quorum requirements for the adjourned meeting of
stockholders scheduled for December 4, 2001. On December 4, 2001, the quorum
required by the By-Laws was not present for a meeting of stockholders of the
Company and the meeting was accordingly adjourned.

On December 19, 2001, the Company and MFC stipulated to an order
("December Order") by the Delaware Court which directed that the Company hold
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its 2001 Annual Meeting on January 18, 2002. The Delaware Court has subsequently
amended the December Order as described below.

On February 12, 2002, the Delaware Court issued an order ("February Order")
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which had set March 8, 2002 as the meeting date for the Annual Meeting. The
February Order specified that the Annual Meeting will be held on March 8, 2002
at 11:00 a.m. (local time) at the Company's offices at Stefan-George-Ring 19-23,
Munich, Germany. The February Order also set February 7, 2002 as the record date
for determining stockholders entitled to receive notice of and to vote at the
Annual Meeting, and February 18, 2002 as the notice date for the Annual Meeting.

On February 15, 2002, the Delaware Court directed that the notice date for
the Annual Meeting be 48 hours after the Company receives its final comments on
its proxy material from the SEC and that the meeting date be eighteen days
immediately thereafter. Pursuant to the Delaware Court's direction, the notice
date for the Annual Meeting has been set for February 22, 2002 and the meeting
date has been set for March 12, 2002.

MFC Proposes Preparation of Joint Proxy Materials
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At the date of the December Order, both MFC and the Company anticipated
filing separate and competing proxy solicitation materials.

On or about December 23, 2001, MFC proposed to the Company that in order to
reduce tension and the associated costs and expenses of a contested election and
separate proxy materials, the parties should work together and submit a single
proxy statement to shareholders. In that joint material, MFC and the Company
would each put forth a slate of nominees for election to the Board and the
shareholders would choose between competing candidates.

The Company agreed to the concept of a single proxy statement on the
condition that MFC submit and the Board approve a proposal from MFC for
restructuring the Company's outstanding debt. In addition, MFC proposed asking
the Delaware Court to amend its December Order by rescheduling the date of the
shareholders meeting, then set for January 18, 2002 in order to allow the
parties to complete negotiations and discussions on the joint proxy materials
and related agreements described below.

On December 29, 2001, MFC submitted a draft written proposal for
restructuring the Company's outstanding debt. On December 31, 2001, MFC made an
oral presentation of that proposal to the Board, answered questions about that
proposal and discussed with the Board certain of the public allegations which

had been made against MFC. MFC also directed the Board to the next steps to be
undertaken by the parties if the Board were to choose to proceed with MFC's
draft proposal. These next steps included, but are not limited to, (i)
finalizing a joint proxy statement, (ii) amending the December Order, and (iii)
implementing a credit facility.

On January 1, 2002, the Board decided to go forward with preparations of a
single proxy statement. The Board reserved final approval of such proxy material
until a review of the actual content of that material. As discussions progressed
it also became necessary for the parties to agree on short-term working capital
for Cybernet to be provided by MFC. MFC had insisted that the Company not
finance its short-term working capital needs through the transaction with
Telehouse Deutschland GmbH ("Telehouse") described below and offered to
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provide financing itself. On January 17, 2002, MFC distributed to the Company a
draft credit facility agreement and a draft securities pledge agreement,
pursuant to which MFC proposed to loan the Company funds for its short-term
needs. The parties exchanged comments on January 21, 2002 and MFC generated an
additional draft that day. On January 22, 2002, MFC requested additional
information, which the Company provided.

Finalizing a single proxy statement also involved reaching agreements and
executing documents assuring the continuity of senior management, the exchange
of various releases and indemnities and other necessary documentation. The
necessary documentation included (i) an amended stipulated order in order to
revise the schedule for the annual meeting set forth in the December Order,
(ii) releases and indemnities, (iii) short-term credit facility agreement and
securities pledge agreement, (iv) agreements between the Company and Andreas
Eder and Paolo di Fraia designed to assure near-term continuity of senior
management. During the period January 5, 2002 through January 23, 2002, the
parties exchanged drafts and negotiated the contents of these documents.

On January 23, 2002, MFC unilaterally informed the Company that it was not
willing to provide the financing it had offered and was terminating all
discussions and negotiations for a single proxy statement. It further refused to
agree to reschedule the shareholders meeting.

Your Board is Considering Structural Alternatives; Telehouse Transaction
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Your Board of Directors is working towards a business plan to assist the
Company in weathering the current significant downturn in the telecommunications
industry and to position the Company to participate in the industry's recovery.
To that end, your Board has authorized our management to evaluate structural
alternatives for our business operations as a means to maximize stockholder
value. These include potential sales of assets, sales of subsidiaries, a
negotiated restructuring of the Company's outstanding notes, and the outsourcing
and reorganization of various operations.

As part of the Company's restructuring plan, on January 29, 2002, the
Company entered into an option agreement with Telehouse. Pursuant to the option
agreement, the Company granted Telehouse an option to purchase the Company's
existing data centers located in Munich, Frankfurt and Hamburg for an aggregate
purchase price of approximately Euro 30,000,000. Telehouse currently leases
these data centers from the Company. In November and December 2001, the Company
and Telehouse had discussed a proposed outright sale of the Company's data
centers to Telehouse. In order to accommodate the Company's need for short-term
capital and the time needed by Telehouse to obtain all necessary approvals and
financing, the parties began to discuss an option agreement in January 2002. The
Company agreed to enter into the option agreement with Telehouse on January 29,
2002, after MFC had withdrawn its offer for short-term financing.

The option to purchase is exercisable by Telehouse on or before March 31,
2002. In consideration of the option grant, Telehouse paid the Company Euro
1,300,000, most of which will be applied towards the purchase price in the event
the option is exercised. In the event the option is not exercised, the payment
will be applied towards Telehouse's obligations to the Company under the current
lease between the Company and Telehouse.

The Euro 1,300,000 option price received by the Company will be used for
working capital. The Company anticipates that if Telehouse exercises its option
to purchase, the purchase price of the data centers will be used to restructure
the Company's outstanding debt and to fund intermediate term working capital
needs.

Your Board believes that this is not the time to attempt to impose on the
Company a new board that is unfamiliar to the Company's operations and our
bondholders. Changing board members at this critical time is a bad idea.

A CHANGE IN CONTROL WOULD TRIGGER A COMPANY
OBLIGATION TO REPURCHASE ALL OF ITS OUTSTANDING NOTES,
AN AMOUNT THAT COULD LEAD TO THE BANKRUPTCY OF THE COMPANY

In July and August 1999, the Company issued and sold three series of notes
due on 2009 ("Notes"). The total outstanding principal of the notes is now
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approximately $160,000,000. The

Notes trade at deep discounts to their principal amounts. Under the terms of the
Notes, if MFC succeeds in electing their nominees to one-half or more of the
seats on your Board, we would be required to offer to repurchase all of the
outstanding Notes within 60 days at a minimum price of 101% of their principal
amount plus accrued interest. We have been working towards a restructuring of
the Notes. However, the amount that would be payable in 60 days far exceeds the
amount of cash the Company has available and is several times greater than our
total market capitalization.

All of the Notes are subject to indentures which provide that:

Upon the occurrence of a Change in Control, the Company will make an
offer to purchase all or any part (equal to $1,000 in principal amount
and integral multiples thereof) of the Notes...at a price in
cash...equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest, thereon to the date of repurchase, plus
Additional Amounts, if any, and Liquidated Damages, if any, to the date
of repurchase

A Change in Control would occur if MFC succeeds in replacing one-half or
more of your Board with its own slate. For purposes of the Notes, a Change of
Control takes place if individuals who have been members of the Board for two
consecutive calendar years (or whose nomination has not been approved by
two-thirds of the current Board) "cease for any reason to constitute a majority
of the members of the Board of Directors then in office."

There are currently six seats on the Board which are divided into three
classes: Class A, whose term will expire at the 2002 Annual Meeting; Class B,
whose term will expire at the 2003 Annual Meeting; and class C, whose term will
expire at the Annual Meeting. The two Class B seats are currently vacant. The
terms of the two Class C seats will expire at the Annual Meeting. The Board has
nominated Andreas Eder for re-election and Paolo di Fraia for election as Class
C Directors at the Annual Meeting. In addition, the Board has nominated Cabot
Caskie for election as a Class B Director.

Prior to November 6, 2001, only one class B seat was vacant. The Board had
anticipated nominating the Class B Director then in office for another term.
However, that director resigned effective November 6, 2002 and the Board has not
yet identified a replacement. Accordingly, the Board has not proposed a suitable
candidate to fill the other Class B vacancy.

There are four director seats on the Board which may be filled at the
Annual Meeting. Your Board has nominated three candidates for election. MFC has
nominated four candidates for election. Therefore, the possible outcomes of
shareholder votes for directors under Proposal One are as follows:

Change in Number of Occupied
Possible Outcome Control Seats on the Board
---------------- --------- ------------------

One MFC nominee is elected and
no company nominee is elected No 3
one company nominee is elected No 4
two company nominees are elected No 5
three company nominees are elected No 6

Two MFC nominees are elected and
no company nominee is elected Yes 4
one company nominee is elected No 5
two company nominees are elected No 6

Three MFC nominees are elected and
no company nominee is elected Yes 5
one company nominee is elected Yes 6

Four MFC nominees are elected Yes 6

Thus, if two MFC candidates are elected, a Change in Control, under the Notes,
may take place. If three or more MFC candidates are elected, such a Change in
Control will take place and the Company will be obligated to repurchase the
Notes at 101% of their principal amount plus accrued interest.

MFC has asserted that a Change in Control could be avoided if your Board
was to approve the MFC nominees. However, given (i) what management believes to
be suspect actions by MFC leading up to its proxy solicitation, (ii) its refusal
to answer legitimate and reasonable questions by your Board, (iii) the public
allegations lodged against MFC, and (iv) MFC's withdrawal of its offer to
finance the Company's near term working capital needs in conjunction with the
joint proxy materials that were proposed and subsequently terminated by MFC,
your Board has substantial doubts that MFC has any long-term commitment to the
Company.

Based upon the terms of MFC's November 2, 2001 agreement with Holger Timm
and Ventegis and upon the allegations described below regarding transactions
between MFC and other companies which it controlled, we believe that if MFC
gains control of the Board, there exists the possibility that it would cause the
Company to engage in transactions that would unilaterally benefit MFC and its
affiliates and place your Company at substantial risk. In contrast to the MFC
nominees, all of the current directors on your Board and management are
dedicated to protecting and enhancing the value of your investments in the
Company.

LITIGATION MATTERS
INVOLVING MFC REVEAL A LONG LIST OF
ALLEGATIONS

Based upon public documents, it has come to your Board's attention that MFC
and/or its directors, Michael Smith and Roy Zanatta, have been named as
defendants in two pending lawsuits and in three actions which have been
dismissed. A description of the allegations in some of these actions follows.
Copies of complaints and other court pleadings in these actions are available to
the public.

The descriptions below contain only allegations and are not findings of
fact. None of these allegations have been proven and MFC, Mr. Smith and Mr.
Zanatta have not been found liable in any of the actions described below.

1. Gibralt Capital Corporation v. Drummond Financial Corporation ("Drummond"),
---------------------------------------------------------------------------
MFC, Michael J. Smith, Roy Zanatta, and others, in the Delaware Court.
-----------------------------------------------------------------------

In this litigation, commenced in September 1999, Gibralt Capital
Corporation (then a 21 percent shareholder of Drummond Financial Corporation)
sued Drummond, MFC, Michael Smith, Roy Zanatta and others (collectively, the
"MFC Drummond defendants"). The allegations against the MFC Drummond defendants
-----------------------
included, but are not limited to, the following:

o In May 1997, the MFC Drummond defendants effected numerous
self-dealing stock and bond transactions designed specifically to
bleed Drummond of its cash and usurped a corporate opportunity
belonging to Drummond. The MFC Drummond defendants failed to
disclose to the Drummond shareholders material facts relating to a
series of self-dealing transactions.

o In June 1996, the MFC Drummond defendants used a series of
undisclosed complex "round robin" preferred stock transactions to
acquire 76% control over Drummond without spending any of its own
funds.

o In the fall of 1996, the MFC Drummond defendants used a series of
undisclosed transactions relating to a Drummond loan receivable
such that $600,000 of immediate value, as well as voting control
of Drummond's subsidiary Ichor, were transferred from Drummond to
Logan International Corporation (controlled by MFC) for no
consideration in a transaction that could have been structured to
benefit Drummond.

o Under his control, throughout 1997, Michael Smith caused Drummond
to invest in securities of MFC and its affiliates with no benefit
to Drummond, and to make numerous interest-free loans to
affiliates of Michael Smith and MFC.

o In June 1998, they effected a series of complex transactions in
order to give MFC majority control over its subsidiary, Ichor
Corporation. The MFC Drummond defendants caused the subsidiary to
issue preferred stock to MFC and its affiliates on questionable
terms and caused Drummond to sell approximately 17% of its
subsidiary stock to the MFC Drummond defendants at a deep
discount. These transactions were not disclosed to Drummond
shareholders.

We are informed by MFC that this litigation is still pending. The MFC
Drummond defendants moved to have the court dismiss the case based on their
argument that, among other things, the Delaware Court lacked jurisdiction over
them. On May 8, 2001, the court denied MFC's Motion and determined on the basis
of Delaware's conspiracy theory

to assert jurisdiction over the MFC Drummond defendants. In a Schedule 13-D/A
filed by Gibralt dated May 7, 2001, it disclosed that it had sold all of its
shares of Drummond.

2. MacDonald Oil Exploration Limited v. MFC Bancorp Ltd., 32565 Yukon Inc.,
------------------------------------------------------------------------
Michael J. Smith, Roy Zanatta, Bresea Resources Ltd. ("Bresea") and others,
---------------------------------------------------------------------------
in the Superior Court in the Province of Quebec, District of Montreal
---------------------------------------------------------------------

In this litigation, commenced on March 30, 2001, MacDonald Oil Exploration
(then a shareholder of Bresea) sued MFC, Michael Smith, Roy Zanatta, 32565 Yukon
Inc. (a wholly-owned subsidiary of MFC) and others (collectively, the "MFC
Bresea defendants"). The allegations against the MFC Bresea defendants recited
in the plaintiff's complaint include, but are not limited to, the following:

o In December 2000 and January 2001, the MFC Bresea defendants in
its "take over bid" of Bresea willfully and deceptively
contravened the mandatory provision of the Quebec Securities Act
and its regulations for the purpose of acquiring voting control
over the affairs of Bresea without making adequately full, fair
and plain disclosure required by law. During this period, the MFC
Bresea defendants engaged in deliberate misrepresentations and
intentional material omissions.

o As a consequence of these and other transactions described, there
is evidently reason to believe that MFC has adopted a modus
operandi whereby MFC/and or its directors have gained control of
dormant or financially troubled corporations with sizeable liquid
assets, and thereafter have put in motion complex and clandestine
maneuvers intended to result in the depletion of such assets.

On May 7, 2001, the Superior Court of the Province of Quebec issued an
interim order that, inter alia, prevented the MFC Bresea defendants from
exercising any of their voting rights attaching to the Bresea shares acquired by
them without obtaining the approval of the court. The MFC Bresea defendants
appealed the order and on November 2, 2001, the Court of Appeals of the Province
of Quebec without ruling on the substance of the factual allegations described
above, quashed the order on grounds which included that (i) the test for the
issuance of the order was not satisfied; (ii) the complaint does not allege any
real and present peril; and (iii) the plaintiffs failed to show the existence of
serious and irreparable harm.

3. (a) Euro Trade & Forfaiting, Inc. v. John Vowell, Chandra Sekar, Naren
----------------------------------------------------------------------
Desai and others, Southern District of New York (the "Euro Trade Action");
--------------------------------------------------------------------------
(b) Clarion Investment and Mortgage and Clifftown Holdings International
------------------------------------------------------------------------
Inc. and others v. Euro Trade & Forfaiting Inc., MFC, Michael J. Smith and
--------------------------------------------------------------------------
others in the Southern District of New York (the "Clarion Action"); and (c)
---------------------------------------------------------------------------
North Cascade, Ltd. et al v. Smith, et al in the Southern District of New
-------------------------------------------------------------------------
York (the "North Cascade Action).
---------------------------------

In November 2000, Euro Trade & Forfaiting, Inc. ("Euro Trade"), of which
Michael J. Smith was a director and officer, alleged in an amended complaint
against its former Chief Executive Officer, John Vowell, its former Chairman,
Chandra Sekar, its former Chief Financial Officer, Naren Desai, John W. Duffell
and John Does 1-10 alleging, in part, that Mr. Vowell, Mr. Sekar and Mr. Desai
breached their fiduciary duties to Euro Trade and, along with the other
defendants, participated in a wide-ranging fraudulent scheme to benefit
themselves and their associates at the expense of Euro Trade. Euro Trade is
seeking to recover from the defendants, among other things, actual and punitive
damages, as well as the return of certain shares issued to the defendants as a
result of their behavior. In April 2001, Euro Trade entered into a settlement
agreement with one of the defendants, John Vowell, pursuant to which Mr. Vowell

transferred to Euro Trade 1,250,000 common shares of Euro Trade which were
cancelled, agreed to transfer other securities and agreed to cooperate and
assist Euro Trade in its claims against the other defendants.

After the Euro Trade Action was filed, in November 2000, Clarion Investment
and others filed the Clarion Action. The allegations against the MFC defendants
and their affiliates recited in the plaintiff's complaint include, but are not
limited to, the following:

o In January 2000, the MFC Euro defendants identified Euro Trade as
a potential target for their routine shenanigans in which they
loot corporations of their assets.

o Throughout year 2000, the MFC Euro defendants intentionally filed
materially misleading SEC reports and press releases. o In January
2000, the MFC Euro defendants acquired control of Euro Trade
through purchases of shares disguised as a loan.

After installing himself and James Carter as directors and
officers of Euro Trade in February 2000, Michael Smith caused Euro
Trade to turn full operating control to MFC. Michael Smith
immediately severed the company's business relationships and
halted its business. Since its takeover, the company has not
transacted any business or generated any revenues from its core
business.

o Since his takeover, Michael Smith has used his position at Euro
Trade to usurp Euro Trade's business opportunities in favor of MFC
Merchant Bank and has used Euro Trade as a vehicle to conduct MFC
Merchant Bank's activities, namely to loan money using Euro
Trade's cash.

In July 2001, the Clarion Action was transferred to the Southern
District of New York to be heard with the Euro Trade Action.

In a related legal action involving Euro Trade, North Cascade, Ltd. et
al v. Smith, et al, similar allegations were lodged against the MFC defendants.
In this litigation, commenced in December 2000, the plaintiffs (shareholders of
Euro Trade) sued the MFC defendants alleging violations of federal and state
securities laws. The allegations against the MFC defendants recited in the
plaintiff's complaint include, but are not limited to, the following:

o During the period January 2000 to April 2000, the MFC Euro
defendants stole control of Euro Trade under the guise of a series
of loan, pledge, shareholder and management agreements, an
unauthorized issuance of additional shares, improper action by
directors, and the use of inadequate and misleading proxy
materials. After assuming control of Euro Trade, Michael Smith
began converting many of the company's assets to cash, with the
exception of the note receivable due from MFC Bancorp. During this
period, Michael Smith prevented the company from conducting any
business and caused the company to cease to operate as a going
concern.

o During their period of control, Michael Smith and James Carter,
acting for themselves and for MFC Bancorp Ltd. and MFC Merchant
Bank stole control of Euro Trade and millions of dollars in assets
from the lawful shareholders.

o In February or March 2000, the MFC Euro defendants illegally
transferred title of Euro Trade shares owned by plaintiffs and
pledged to MFC to its own name in order to circumvent proxy rules.

On April 3, 2001, the plaintiffs withdrew their complaint after MFC filed a
motion to dismiss.

Your Board has your best interests in mind. We strongly believe that the
solicitation being undertaken by MFC is not in your best interest and urge you
to reject MFC's solicitation and revoke any proxies that may have been given to
MFC.

YOUR BOARD'S PROPOSALS FOR THE ANNUAL MEETING

PROPOSAL 1

ELECTION OF CLASS B DIRECTOR
AND CLASS C DIRECTORS

Your Company currently has four directors. In accordance with the terms of
the Company's Certificate of Incorporation and By-laws, the terms of office of
the Board of Directors are divided into three classes: Class A, whose term will
expire at the 2002 Annual Meeting of stockholders to be held later this year;
Class B, whose term will expire at the 2003 Annual Meeting of stockholders; and
Class C, whose term will expire at the coming Annual Meeting which has been
rescheduled to March 12, 2002.

At each Annual Meeting of stockholders, the successors to directors whose
terms expire at that Annual Meeting will be elected to serve from the time of
the Annual Meeting until the third Annual Meeting following their election and
until their successors are duly elected and qualified. Any additional
directorships resulting from an increase in the number of directors will be
distributed among the three classes so that, as nearly as possible, each class
will consist of one-third of the directors.

Your current Class A Directors are (i) Dr. Hubert Besner, and (ii) Robert
Fratarcangelo. Your current Class C Directors are (i) Andreas Eder, and (ii)
Tristan Libischer. The Class B Director seats are currently vacant.

This proxy statement relates only to the rescheduled 2001 Annual Meeting on
March 12, 2002 and the election of up to two Class B Directors and two Class C
Directors. Class A Directors will be elected at the 2002 Annual Meeting to be
held later this year.

There are currently two Class B vacancies on your Board. Your Board has
nominated Cabot R. Caskie for election as Class B Director at the Annual
Meeting. Mr. Caskie has consented to serve as Director if elected. Accordingly,
the Board of Directors has nominated Mr. Caskie for election as Class B Director
at the Annual Meeting. If elected at the Annual Meeting, Mr. Caskie will serve
until the 2003 Annual Meeting of stockholders and until the election and
qualification of his successor or until his earlier death, resignation or
removal.

No nominee to fill the second Class B vacancy has been selected to date and
your Board does not intend to present such a nominee at the Annual Meeting. The
Board had anticipated nominating a Class B Director then in office for another
term. However, that director resigned effective November 6, 2002 and the Board
has not yet identified a replacement. Accordingly, the Board has not proposed a
suitable candidate to fill the other Class B vacancy. We do not believe that the
Board's decision to nominate a candidate to fill only one Class B vacancy at the
Annual Meeting will result in any adverse consequences to the Company. Your
Board, however, intends to fill the second vacancy, if such vacancy shall still
exist, when an appropriate candidate is selected. If you (i) elect Mr. Caskie
and one of the Class B nominees designated by MFC, or (ii) elect both of the
Class B nominees designated by MFC, both of the Class B seats would be filled.
For all the reasons set forth on page 9, if MFC nominees were elected to one or
both of the Class B vacancies, the Board would not consider that an "appropriate
candidate" had been selected and would not give its approval.

The Proxy relating to the election of up to two Class B Directors enclosed
herein cannot be voted for more than the one nominee for Class B Director named
herein.

The Board of Directors has nominated Andreas Eder for re-election and Dr.
Paolo di Fraia for election as Class C Directors at the Annual Meeting. Mr. Eder
is currently a member of the Board of Directors and has consented to serve as
Director if elected. Mr. di Fraia is currently the Company's Chief Financial
Officer and has consented to serve as Director if elected. If elected at the
Annual Meeting, Messrs. Eder and di Fraia will serve until the 2004 Annual
Meeting of stockholders and until the election and qualification of their
successors or until their earlier death, resignation or removal.

Voting Information with Regard to the Election Proposal

It is the intention of the persons named as proxies to vote the proxies FOR
the election to the Board of Directors of the nominees named above, unless a
stockholder directs otherwise. In the

event that a vacancy arises prior to the Annual Meeting, the proxy may be voted
for a substitute nominee designated by the Board of Directors.

The affirmative vote of a plurality of the votes cast by the holders of the
Common Stock present in person or by proxy and actually voting at the Annual
Meeting will be required to elect the nominees as Directors of the Company for
three-year terms. Abstentions and broker non-votes will have no effect on the
outcome of the voting to elect the Director nominees.

Director and Director Nominee Information

Set forth below is information concerning the nominees to be elected at the
Annual Meeting, as well as certain information concerning the Directors whose
terms extend beyond the Annual Meeting. Set forth below with respect to each
Director or Director nominee is his name, age, principal occupation and business
experience for the past five years and length of service as a Director.

Nominee for Class B Director to be Elected at the Annual Meeting

Cabot R. Caskie ................... Age: 57

From 1996 to the present, Mr. Caskie has been serving as Chief Financial
Officer of Metastatin Pharmaceuticals, Inc., a biotechnology start-up. From 1995
to 1998, Mr. Caskie served as Chief Financial Officer of Insmed Pharmaceuticals,
a development stage company focused on treatment of insulin resistance and Type
II diabetes and helped raised $9,000,000 in venture capital and $14,000,000 in a
private placement. During 1999, Mr. Caskie served as Chief Financial Officer of
Socrates Technologies, Inc., a publicly-owned information technology company in
a "turn around" phase. Prior to 1996, Mr. Caskie has held numerous senior
executive positions with public and private companies. Mr. Caskie graduated from
Clemson University with a bachelor of science degree (with honor) in Industrial
Management in 1968.

Nominees for Class C Directors to be Elected at the Annual Meeting

Andreas Eder ...................... Age: 41

Mr. Eder, a co-founder of Cybernet AG, has been Head of the Management
Board of Cybernet AG since its formation in December 1995 and has been our
Chairman of the Board of Directors, President and Chief Executive Officer since
we acquired Cybernet AG in 1997. Before founding Cybernet AG, Mr. Eder held
management positions with The Boston Consulting Group from April 1991 to October
1995 and Siemens-Nixdorf from April 1986 to March 1991. Mr. Eder holds a Masters
degree in Business Administration from the University of Munich.

Dr. Paolo di Fraia ................ Age: 41

Dr. di Fraia has been our Chief Financial Officer since June 2000 and the
Vice President International and Managing Director of Cybernet Italia since June
2000. From March 1998 to March 2000, Dr. di Fraia was Managing Director (Europe)
of Destia Communications, Inc. From September 1994 to February 1998, he was
Finance Director (Europe ) of Viatel, Inc. From April 1989 to August 1994, he
was the Financial Controller (Europe) of Philip Crosby Associates and from
January 1985 to March 1989 he practiced public accounting in Turin, Italy with
the firm of Ernst & Whinney. Dr. di Fraia holds a doctorate in finance,
economics and trade from the University of Salerno.

Directors Continuing in Office

Class A Directors - Term Expiring 2002

Hubert Besner ..................... Age: 38

Dr. Besner has been one of our Directors since 1997 and has been a member
of the Supervisory Board of Cybernet AG since February 1996. From January 2001
to the present, he has been a partner in the law firm of Brobeck Hale and Dorr
in Munich. From April 1994 to December 2000, he was a partner in the law firm of
Besner Kreifels Weber in Munich, Germany. He is currently a member of the
Supervisory Board of .start AG, Schueller Industrieentsorgung AG, Typhoon
Networks AG and IPO Beteiligungen AG. Dr. Besner received his First State Exam
in law from Ludwig-Maximilians-Universitaet in 1986, and his doctorate magna cum
laude from Ludwig-Maximilians-Universitaet in 1988.

Robert Fratarcangelo .............. Age: 63

Mr. Fratarcangelo has been our Secretary since May 1999, and has been one
of our Directors since September 1997. From October 1999 to June 2001, he was
Senior Vice President of Sales and Marketing of Anteon-CITI, LLC. From
September 1997, he was President and Chief Executive Office of Criminal
Investigative Technology, Inc. From 1994 to 1997, Mr. Fratarcangelo was a
District Manager at EMC2, Inc. From 1988 to 1991, Mr. Fratarcangelo was Vice
President, Federal Sales at Teradata and from 1991 to 1994 was employed with
Digital Communications Associates. Previously, Mr. Fratarcangelo held various
positions at IBM. Mr. Fratarcangelo has a Bachelors Degree in Political Science
from the State University of New York.

The Board of Directors recommends that you vote
"FOR" the election of the nominee for Class B Director named above and
"FOR" the election of the nominees for Class C Directors named above.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of December 20, 2001
regarding the amount of Common Stock beneficially owned by

(i) all persons known to us who beneficially own more than 5% of the
outstanding Common Stock;
(ii) each of our directors and nominees with respect to the equity
securities held by such directors;
(iii) each of our executive officers named in the Summary Compensation
Table with respect to the equity securities held by such executive
officer; and
(iv) all of our current executive officers and directors as a group
with respect to the equity securities held by such executive
officers and directors.

Stock ownership information has been furnished to us by such beneficial
owners or is based upon filings made by such owners with the SEC. As of
December 20, 2001, there were 26,535,627 shares of Common Stock and no shares
of Series B Preferred Stock issued and outstanding.

Shares Beneficiary Approximate
Owned Percentage of Class
Name Common Stock Common Stock (1)

Executive Officers
And Directors
------------------

Andreas Eder ............................. 1,642,765 (2) 6.1% (2)
Stefan-George-Ring 19
81929 Munich, Germany

Dr. Paolo di Fraia ....................... 226,096 (3) *
Stefan-George-Ring 19
81929 Munich, Germany

Thomas Stoek ............................. 50,000 (4) *
Stefan-George-Ring 19
81929 Munich, Germany

Hubert Besner ............................ 3,761 (5) *
Maximilianstrasse 31
80539 Munich, Germany

Robert Fratarcangelo ..................... 2,500 (6) *
10842 Oak Crest
Fairfax, Virginia 22030

All executive officers and
Directors as a group ..................... 1,925,122 7.0%
(5 persons)

Principal Stockholders,
Other than Executive
Officers and Directors
-----------------------

Holger Timm (7) .......................... 1,295,400 (8) 4.9%
Kurfurstendamm 119
10711 Berlin, Germany

Ventegis Capital AG (9) .................. 5,577,396 (8) 21%
(formerly, Cybermind Interactive Europe)
Kurfurstendamm 119
10711 Berlin, Germany

MFC Bancorp Ltd. ......................... 6,872,796 (8) 25.9%
17 Dame Street
Dublin 2, Ireland

- ------------------
*Indicates less than 1% beneficial ownership

(1) Beneficial ownership is determined in accordance with rules of the SEC and
includes shares over which the beneficial owner exercises voting or
investment power. Shares of Common Stock subject to options currently
exercisable or exercisable within sixty days of December 20, 2001 are
deemed to be outstanding for the purpose of computing the percentage
ownership of that individual or group, but are not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person
shown in the table.
(2) Includes 38,750 shares of Common Stock held by Mr. Eder's spouse. She has
sole investment and sole voting power over all shares of Common Stock held
by her, and Mr. Eder disclaims beneficial ownership of any of the shares
held by her. Includes options to purchase 248,871 shares of Common Stock
under the Company's Incentive Plan which will become exercisable on or
before February 20, 2002. Does not include options to purchase

231,129 shares of Common Stock under the Company's Incentive Plan, which
become exercisable on certain dates after February 20, 2002.
(3) Includes options to purchase 221,096 shares of Common Stock under the
Company's Incentive Plan which become exercisable on or before February 20,
2002. Does not include options to purchase 264,904 shares of Common Stock
under the Company's Incentive Plan, which become exercisable on certain
dates after February, 2002.

(4) Includes options to purchase 50,000 shares of Common Stock Incentive Plan
which become exercisable on or before February 20, 2002. Does not include
options to purchase 100,000 shares of Common Stock under the Company's
Incentive Plan, which become exercisable on certain dates after February
20, 2002.
(5) Includes 1,261 shares of Common Stock held by Dr. Besner's spouse who has
sole voting and investment power with respect to such shares. Dr. Besner
disclaims beneficial of any of the shares held by her. Includes options to
purchase 2,500 shares of Common Stock under the Company's Incentive Plan
which become exercisable on or before February 20, 2002.
(6) Includes options to purchase 2,500 shares of Common Stock under the
Company's Incentive Plan which become exercisable on or before February 20,
2002.
(7) We have been advised by Mr. Timm that (i) he is a minority shareholder and
a member of the supervisory board of Ventegis, (ii) Mr. Timm and Ventegis
have each granted MFC voting control over shares they own, and (iii) Mr.
Timm disclaims beneficial ownership of any securities of the Company held
by Ventegis.
(8) On November 2, 2001, Holger Timm, Ventegis and MFC entered into an
agreement pursuant to which Holger Timm and Ventegis granted MFC voting
rights for the term of the agreement with respect to the 1,295,400 and
5,577,396 shares held by Holger Timm and Ventegis, respectively.
(9) We have been advised by Ventegis that the dispositive power over the shares
of Common Stock beneficially owned by Ventegis is exercised by the
directors and executive officers of Ventegis.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our Directors, executive officers and persons who
beneficially own more than 10% of the Common Stock or the Series B Preferred
Stock to file with the Commission initial reports of beneficial ownership and
reports of changes in beneficial ownership of such Common Stock or Series B
Preferred Stock. Directors, executive officers and beneficial owners of more
than 10% of the Common Stock or Series B Preferred Stock are required by
Commission rules to furnish us with copies of all such reports. To our
knowledge, based solely upon a review of the copies of such reports furnished to
us, all Section 16(a) filing requirements applicable to our Directors and
executive officers have been complied with since we registered under the
Exchange Act on March 31, 1999.

Board of Directors' Meetings and Attendance

During fiscal years 2001 and 2000, the Board of Directors of the Company
held a total of 13 and 8 meetings, respectively. All members of the Board of
Directors, except for Tristan Libischer, have attended at least 75% of the
meetings.

Committees of the Board of Directors

The Board of Directors has three committees: an Executive Committee, an
Audit Committee and a Compensation Committee. The Committees were created
contemporaneously with the Company's reincorporation in Delaware.

The Executive Committee has authority to act on the same matters as the
Board of Directors when the Board of Directors is not available. The Executive
Committee did not meet during the last fiscal year. The Executive Committee
currently consists of Andreas Eder and Hubert Besner.

The Audit Committee reviews the Company's accounting processes, financial
controls and reporting systems, as well as the selection of the Company's
independent auditors and the scope

of the audits to be conducted. The Audit Committee met two times during the last
fiscal year. Until November 6, 2001, the Audit Committee consisted of G.W.
Norman Wareham and Robert Fratarcangelo. Effective November 6, 2001 Mr. Wareham
resigned as a director and as a member of the Audit Committee. The Audit
Committee currently consists of Robert Fratarcangelo. Mr. Fratarcangelo also
currently serves as Secretary of the Company and is not compensated by the
Company in such capacity.

The Compensation Committee reviews executive compensation and organization
structure. The Compensation Committee also administers the Company's Incentive
Plan and the Company's 1998 Outside Director's Stock Option Plan. The
Compensation Committee met two times during the last fiscal year. The
Compensation Committee currently consists of Robert Fratarcangelo and Hubert
Besner. Except for Mr. Fratarcangelo who was elected Secretary of the Company in
May 1999, none of the members of the Compensation Committee is currently, or has
been at any time since the formation of the Company or its predecessor, an
officer or employee of the Company or its predecessor.

Cash Compensation of Outside Directors

Directors, who are not also employees of the Company ("Outside Directors"),
-----------------
receive $15,000 annually (the "Annual Director Fee") and are reimbursed for
-------------------
out-of-pocket expenses incurred in connection with their service on the Board of
Directors. Each Outside Director can elect to receive his Annual Director Fee in
cash, stock options or a combination thereof. If an Outside Director elects to
receive options, they will be granted pursuant to the Company's Directors' Stock
Option Plan, which is described below.

1998 Outside Directors' Stock Option Plan

The Company maintains the 1998 Outside Directors' Stock Option Plan
("Directors' Plan") for the purpose of granting options to Outside Directors
---------------
electing to receive them. The Board of Directors has reserved 150,000 shares of
Common Stock for issuance pursuant to awards that may be made under the
Directors' Plan, subject to adjustment as provided therein. The number of shares
of Common Stock associated with any forfeited option are added back to the
number of shares that can be issued under the Directors' Plan. As of the date of
this Proxy Statement, 75,000 options have been granted under the Directors'
Plan.

Only Outside Directors are eligible to participate in the Directors' Plan.
In lieu of receiving annual Director's fees in cash, each Director who is not an
employee may elect to receive all or a portion of his fees in stock options.
Each Outside Director must make an election on or before January 1 of the year
in which the election is to be made or by such other date as determined by the
committee administering the Directors' Plan. The value of the stock options will
be determined pursuant to the Black-Sholes method, and the options will be fully
vested at the date of grant. Each option granted pursuant to the Directors' Plan
will be evidenced by an agreement and will be subject to additional terms as set
forth in the agreement. The Directors' Plan was effective on November 16, 1998
and will continue to be effective until the earlier of ten (10) years after the
effective date of the Directors' Plan or until terminated by the Board of
Directors.

Executive Officers

Executive officers are elected by the Board of Directors following each
Annual Meeting of stockholders to serve for a term set by the Board of Directors
and until their successors are duly

elected and qualified. Our current executive officers are listed below, together
with their age, positions with the Company and business experience for the past
five years.

Andreas Eder .................... Age: 41

See "Director and Director Nominee Information - Nominees for Class C
Directors to be Elected at the Annual Meeting" under Proposal 1 above.

Dr. Paolo di Fraia .............. Age: 41

See "Director and Director Nominee Information - Nominees for Class C
Directors to be Elected at the Annual Meeting" under Proposal 1 above.

Robert Fratarcangelo ............ Age: 63

See "Director and Director Nominee Information - Directors Continuing in
Office" under Proposal 1 above.

Thomas Stoek .................... Age: 37

Mr. Stoek joined Cybernet in January 2001 as Vice President Internet
Data Center and a member of the Management Board of Cybernet AG. From 1997 to
December 2000, Mr. Stoek was Managing Director of Guardian IT. In this role he
was responsible for the development of a Joint Venture with Debis Systemhaus.
Prior to that, Mr. Stoek was employed as Sales Manager for Seagate Software
responsible for the central European Market.

Ferdinand Leitner ............... Age: 55

Mr. Leitner has been employed by the Vianet Telekommunikations AG as
Chairman of the Board of Directors Austria since July 2001. From April 1998 to
June 2000, he was Director of Sales and from July 2000 to June 2001 was Vice
President Websolutions at Eunet/KPNQuest, Vienna. From October 1996 to March
1998, Mr. Leitner was Manager of the business area "Solutions and Consulting"
with Externa Systemhaus Ges.m.b.H., Vienna and Salzburg.

Georg Chytil .................... Age: 35

Mr. Chytil has been employed by Vianet Telekommunikations AG as
Technical Director Austria since July 2001. At KPNQuest Austia GmbH, Vienna, he
was Director of Engineering & Technical Operations from April 2000 to June 2001.
From March 1996 to March 2000, Mr. Chytil was Manager Technical Operations at
EunetEDVDienstleistungsGmbH, Vienna.

Family Relationships Between Certain Directors and Executive Officers

No family relationship exists between any director or executive officer and
any other director or executive officer.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity that has one or more executive
officers serving on the Company's Board of Directors or Compensation Committee.

Executive Compensation

Our compensation program for executive management includes base salaries,
annual performance-based incentive bonus plans, and stock option plans. The
compensation of each executive officer was established by the Board of Directors
acting upon the recommendations of the Compensation Committee. See "Compensation
Committee Report on Executive Compensation" below.

The following table sets forth the annual long-term and other compensation
for our Chief Executive Officer and our other most highly compensated executive
officers during the last fiscal year ("Named Executives"), as well as the total
annual compensation paid to each individual for the two previous fiscal years.

Each of the persons listed has or had an employment contract with us
calling for the payment of an annual bonus if certain performance standards are
achieved.

Summary Compensation Table

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
Securities
Name and Principal Underlying All
------------------ Fiscal Options/ Other
Position Year Salary (1) Bonus (1) SARs (#) Compensation (1)
-------- ---- ---------- --------- -------- ----------------

Andreas Eder 2001 153,388 57,303 200,000 32,172 (2)
Chairman, President and 2000 143,801 41,664 280,000 0
Chief Executive Officer; 1999 115,041 0 200,000 0
Head of Management Board
of Cybernet AG

Tristan Libisher (3) 2001 61,881 0 N/A 20,648 (2)
Director and Member of 2000 102,258 30,577 200,000 0
Management Board of Vianet 1999 102,258 35,791 200,000 0

Bernd Buchholz (4) 2001 115,040 5,151 200,000 0
Former Executive Vice 2000 143,801 41,664 80,000 0
President for Sales and 1999 19,174 0 200,000 0
Marketing

Paolo Vittorio di Fraia (5) 2001 153,388 51,129 200,000 0
Director, Vice President 2000 95,724 29,282 280,000 0
International and Chief 1999 N/A N/A N/A N/A
Financial Officer;
Managing Director - Italy

Thomas Stoek (6) 2001 153,388 27,897 150,000 0
Vice President for IDC 2000 N/A N/A N/A N/A
Services 1999 N/A N/A N/A N/A

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

(1) Indicated amounts are stated in Euro.
(2) Represents compensation for unused vacation.
(3) Mr. Libischer is no longer employed by Cybernet.
(4) Mr. Buchholz joined the Company in November 1999. The information presented
for fiscal year 1999 represents payments made from November 1, 1999
through December 31, 1999. Mr. Buchholz is no longer employed by Cybernet.
(5) Dr. di Fraia joined the Company in June 2000. The information presented for
fiscal 2000 represents payments made from June 1, 2000 through December 31,
2000.
(6) Mr. Stoek joined the Company in January 2001.

1998 Stock Incentive Plan

The Company maintains the Cybernet Internet Services International, Inc.
1998 Stock Incentive Plan (the "Incentive Plan"). The Board of Directors has
reserved 4,000,000 shares of Common Stock for issuance pursuant to awards that
may be made under the Incentive Plan, subject to adjustment as provided therein.
The Incentive Plan allows for the grant of incentive stock options,
non-qualified stock options, stock appreciation rights, stock awards, dividend
equivalent rights, performance units and phantom shares. For a description of
the Incentive Plan, see "1998 Stock Incentive Plan" under Proposal 2 below.

Option Grants in Fiscal Year 2001

The following table provides information on options to purchase Common
Stock that were granted to the Named Executives and directors during fiscal year
2001.

----------------------------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed Annual
Number of Percent of Total Rates of Stock Price
Securities Options/SARs Appreciation for Option
Underlying Granted to Exercise Term
Options/SARs Employees Base ----------------------------------
Granted in Fiscal Price Expiration
Name (#) Year ($/Share) Date 5% ($) 10% ($)
---- ------------- --------------- -------------- ---------- ------ -------

Andreas Eder 200,000 14.22% $1.8923 01/2/10 0 0
Chairman, President 400,000 (1) (1) $ 0.56 (1) (1) (1)
and Chief Executive
Officer; Member of
the Management Board
of Cybernet AG

Bernd Buchholz 200,000 14.22% $1.8923 01/2/10 0 0
Executive Vice
President for Sales
and Marketing; Member
of the Management board
of Cybernet AG

Paolo V. di Fraia 200,000 14.22% $1.8923 01/2/10 0 0
Chief Financial 400,000 (1) (1) (1) (1) (1) (1)
Officer; Managing
Director - Italy

------------------------------------------------------------------------------------- Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Option
Term
-----------------------
Number of Percent of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees Base
Granted in Fiscal Price Expiration
Name (#) Year ($/Share) Date 5% ($) 10% ($)
---- ------------- --------------- -------------- ---------- ------ -------

Thomas Stoek 150,000 10.66% $1.8923 01/2/10 0 0
Vice President of Data
Centers; Member of the
Management Board of
Cybernet AG

5,000 0.35% $1.8923 01/2/10 0 0
Robert Fratarcangelo 30,000 (2) (2) (2) (2) (2) (2)
Secretary and Director

Hubert Besner 5,000 0.35% $1.8923 01/2/10 0 0
Director 30,000 (2) (2) (2) (2) (2) (2)

G.W. Norman Wareham 5,000 0.35% $1.8923 01/2/10 0 0
Former Director

(1) These options have lapsed. On December 4, 2001, the Board approved the
issuance of 400,000 stock options to each of Andreas Eder and Paolo di
Fraia. These stock options were exercisable into shares of Common Stock at
an exercise price per share of $0.56 in the event that the Company reaches
the following milestones by January 31, 2002: (i) the Company successfully
eliminates 85% of its current debt, and (ii) the Company achieves a minimum
of Euro 10,000,000 in operating funds. These milestones were not met on
January 31, 2002.

(2) These options have lapsed. On December 4, 2001, the Board approved the
issuance of 30,000 stock options to each of Hubert Besner and Robert
Fratarcangelo. These stock options were exercisable into shares of Common
Stock at an exercise price per share of $0.56 in the event that the Company
reaches the following milestones by January 31, 2002: (i) the Company
successfully eliminates 85% of its current debt, and (ii) the Company
achieves a minimum of Euro 10,000,000 in operating funds. These milestones
were not met on January 31, 2002.

Employment and Severance Agreements

Our executives officers are appointed by the Board of Directors and serve
until their successors are elected or appointed. We have entered into employment
agreements with each of the following officers and directors on the following
material terms.

Andreas Eder. On March 1, 1999, we entered into an employment agreement
with Mr. Eder to serve as President and Chief Executive Officer. The agreement
provides for an annual base salary of approximately 138,074 Euro per year, and
as amended, expires in December 2004. It also permits Mr. Eder to earn an annual
bonus of up to approximately 46,025 Euro if certain performance standards
established by the Compensation Committee are achieved. On June 9, 2000, we
amended the agreement in order to increase Mr. Eder's annual base salary to
153,388 Euro and the potential annual bonus to 51,129 Euro. On December 4, 2001,
the Board approved increasing Mr. Eder's annual base salary to 179,952 Euro. We
may terminate the agreement as a result of Mr. Eder's "disability" or for
"cause."

Upon Mr. Eder's death, we are obligated to pay to his estate an amount
equal to his base salary for the period ended 12 months after his death. If Mr.
Eder resigns or we terminate his employment as a result of Mr. Eder's
"disability" or for "cause," we are obligated to pay his base salary through the
date of termination.

Under the agreement, "disability" is defined as (a) any mental or physical
disability which the Board of Directors deems in good faith would preclude Mr.
Eder from performing his duties; or (b) a mental or physical disability which
lasts for a period of 60 consecutive days or for 90 days in any six-month period
and which the Board of Directors elects to treat as permanent in nature. The
agreement defines "cause" as any material breach of its terms by Mr. Eder or the
commission of a felony or a crime involving moral turpitude.

Paolo di Fraia. On June 1, 2000, we entered into an employment agreement
with Dr. di Fraia. Dr. di Fraia serves as Chief Financial Officer and the Vice
President International and Managing Director of Cybernet Italia. The agreement
provides for an annual base salary of approximately 153,388 Euro and also
permits Dr. di Fraia to earn an annual bonus of up to approximately 51,129 Euro
according to the bonus scheme, if any, as approved by the Board of Directors. On
December 4, 2001, the Board approved extending his employment agreement until
December 2004 We may terminate the agreement as a result of Dr. di Fraia's
"disability" or for "cause."

Upon Dr. di Fraia's death, we are obligated to pay his estate an amount
equal to his base salary for the period ended 12 months after his death. If Dr.
di Fraia resigns or we terminate his employment as a result of Dr. di Fraia's
"disability" or for "cause," we are obligated to pay his base salary through the
date of termination.

Thomas Stoek. On January 1, 2001, we entered into an agreement with Mr.
Stoek. Mr. Stoek serves as Vice President of Internet Data Centres. The
agreement is for a three-year term and provides for a base salary of
approximately DM 300,000 or Euro 153,388. The agreement also provides for a
bonus of up to approximately DM 100,000 or Euro 51,129 if certain performance
standards established by the Board of Directors are achieved. Mr. Stoek also
received an option to purchase 150,000 shares of Common Stock pursuant to the
Incentive Plan. In the event Mr. Stoek is unable to work due to illness or other
reasons, the Company is obligated to pay Mr. Stoek his base salary for three
months. In the event of Mr. Stoek's death, the company is obligated to pay Mr.
Stoek's heirs his base salary for twelve months.

Ferdinand Lietner. On July 1, 2001, we entered into an agreement with Mr.
Leitner. Mr. Leitner serves as Chairman of the Board of Directors Austria. The
agreement provides a base salary at the rate of Euro 100,000 per year. The
agreement also provides a bonus up to Euro 50,000 per year in accordance with
the bonus plan approved by the Board of Directors. In addition, Cybernet granted
to Mr. Leitner options to purchase up to 80,000 shares of common stock of
Cybernet on the terms and conditions of the Stock Option Plan issued by it. In
addition

and subject to certain milestones, Cybernet is obligated to grant to Mr. Lietner
options to purchase up to 70,000 chares of common stock of Cybernet.

Georg Chytil. On July 1, 2001, we entered into an agreement with Mr.
Chytil. Mr. Chytil serves as Technical Director Austria. The agreement provides
a base salary at the rate of Euro 86,920 per year. In addition, Mr. Chytil shall
be entitled to receive a bonus up to Euro 35,790 per year in accordance with the
bonus plan approved by the Board of Director. Furthermore, Cybernet grants
options to purchase up to 80,000 shares of common stock of Cybernet, on the
terms and conditions of the stock options plan issued by it. In addition and
subject to certain milestones, Cybernet is obligated to grant Mr. Chytil options
to purchase up to 40,000 shares of common stock of Cybernet.

Directors and Officers Indemnification

The Delaware General Corporation Law authorizes corporations to limit or
eliminate, subject to specified conditions, the personal liability of directors
to corporations and their stockholders for monetary damages for breach of their
fiduciary duties. Our Certificate of Incorporation limits the liability of our
directors to the fullest extent authorized by Delaware law.

Our Certificate of Incorporation provides that we will indemnify and hold
harmless any of our directors and officers who, by reason of the fact that he or
she is, was or has agreed to become one of our officers or directors, is
involved in a legal proceeding of any nature. We will repay specified expenses
incurred by a director or officer in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative. These indemnifiable expenses include, to the maximum extent
permitted by law, attorneys' fees, judgments, fines, ERISA excise taxes and
settlement amounts and other expenses customarily incurred in connection with
legal proceedings.

This limitation of liability and indemnification does not affect the
availability of equitable remedies. In addition, we have been advised that in
the opinion of the SEC, indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") is against public policy as
--------------
expressed in the Securities Act and therefore may not be enforceable.

Certain Transactions with Management

Dr. Hubert Besner, a director of the Company, is a partner with the law
firm of Brobeck, Hale & Dohr and was formerly a partner with the law firm of
Besner, Kreifels Weber. Both firms have represented the Company and the Company
paid these firms fees of approximately $237,710 and 310,982 Euro during the 2000
and 2001 fiscal years, respectively.

We provide Internet connectivity services to Ventegis Capital AG (formerly,
Cybermind Interactive Europe, AG ) ("Ventegis"), a principal stockholder of
Cybernet, pursuant to a standard service contract. During the last fiscal year,
Ventegis paid us approximately $59,121 (based on the exchange rate of $2,077
Deutche Marks for one U.S. dollar, the exchange rate in place on December 31,
2000) for such services. Holger Timm, one of our principal stockholders and a
former director, is a member of the supervisory board of Ventegis.

Compensation Committee Report on Executive Compensation

This report by the Compensation Committee of your Board discusses the
Compensation Committee's compensation objectives and policies applicable to the
Company's executive officers. The report reviews the Compensation Committee's
policy generally with respect to the compensation of all executive officers as a
group for fiscal years 2000 and 2001 and specifically reviews the compensation
established for the Company's Chairman, President and Chief Executive Officer as
reported in the Summary Compensation Table. Except for Mr. Fratarcangelo who was
elected Secretary of the Company in May 1999, the Compensation Committee is
composed entirely of nonemployee Directors of the Company.

The Compensation Committee of your Board approves all policies under which
compensation is paid or awarded to the Company's executive officers. The
Compensation Committee is composed of Dr. Besner and Mr. Fratarcangelo.

Compensation Philosophy

Your Company's executive compensation program has three objectives: (i) to
align the interests of the executive officers with the interests of the
Company's stockholders by basing a significant portion of an executive's
compensation on the Company's performance, (ii) to attract and retain highly
talented and productive executives, and (iii) to provide incentives for superior
performance by the Company's executives. To achieve these objectives, the
Compensation Committee has crafted a program that consists of base salary,
short-term incentive compensation in the form of a bonus, and long-term
incentive compensation in the form of stock options. These compensation elements
are in addition to the general benefit programs that are offered to all of the
Company's employees.

The Compensation Committee reviews the Company's executive compensation
program. In its review, the Compensation Committee assesses the competitiveness
of the Company's executive compensation program and reviews the Company's
financial performance for the previous fiscal year. In future years, the
Compensation Committee will gauge the success of the compensation program in
achieving its objectives in the previous year and will consider the Company's
overall performance objectives.

Each element of the Company's executive compensation program is discussed
below.

Base Salaries

The Compensation Committee will annually review the base salaries of the
Company's executive officers. The base salaries for certain of the Company's
executive officers for fiscal years 1999, 2000 and 2001 are reflected in the
Summary Compensation Table and were paid in accordance with the provisions of
the employment agreements applicable to each of the Company's executive
officers. The salaries of the Company's executive officers, who do not have
employment agreements, will be set by the Compensation Committee based on its
annual review. In addition to considering the factors listed in the foregoing
section that support the Company's executive compensation program generally, the
Compensation Committee will review the responsibilities of the specific
executive position and the experience and knowledge of the individual in that
position in setting the salary in a given executive's employment agreement or
otherwise. In setting base salaries for employment agreements or otherwise, the
Compensation Committee will also consider individual performance based upon a
number of factors, including a measurement of the Company's historic and recent
financial performance and the individual's

contribution to that performance, the individual's performance on non-financial
goals and other contributions of the individual to the Company's success, and
will give each of these factors relatively equal weight without confining its
analysis to a rigorous formula. As is typical of most corporations, the actual
payment of base salary is not conditioned upon the achievement of any
predetermined performance targets.

Incentive Compensation

Bonuses established for executive officers are intended to motivate the
individual to work hard to achieve the Company's financial and operational
performance goals or to otherwise motivate the individual to aim for a high
level of achievement on behalf of the Company in the coming year. The
Compensation Committee does not have a formula for determining bonus payments,
but establishes general target bonus levels for executive officers at the
beginning of the fiscal year based in relatively equal measures upon the
Compensation Committee's subjective assessment of the Company's projected
revenues and other operational and individual performance factors and may adjust
these targets during the year. The bonuses to the executive officers are based
on the achievement of annual goals, both quantitative, such as increase in
revenues or number of customers, and qualitative such as successful integration
of an acquisition or development of a new segment of customers. At the end of
the year, the results of the Company and each department are compared to the set
goals and recommendations are made to the Board of Directors with respect to the
bonuses for each executive.

Long-Term Incentive Compensation

Your Company's long-term incentive compensation plan for its executive
officers is based upon the Company's 1998 Stock Incentive Plan (the "Incentive
Plan"). The Compensation Committee believes that placing a portion of
executives' total compensation in the form of stock options achieves three
objectives. It aligns the interest of the Company's executives directly with
those of the Company's stockholders, gives executives a significant long-term
interest in the Company's success and helps the Company retain key executives.
In determining the number and terms of options to grant an executive, the
Compensation Committee will primarily consider subjectively the executive's past
performance and the degree to which an incentive for long-term performance would
benefit the Company.

Benefits

The Compensation Committee believes the Company must offer a competitive
benefits program to attract and retain key executives. The Company provides the
same medical and other benefits to its executive officers that are generally
available to its other employees.

Compensation of the Chief Executive Officer

Mr. Eder has served as the Chief Executive Officer of the Company since
September 1997. During the fiscal years 2000 and 2001, Mr. Eder was paid a base
salary of 143,801 Euro and 153,388 Euro, respectively. In addition, during the
fiscal year 2000, he received an option to purchase 80,000 shares of Common
Stock at an exercise price of $4.192 per share. During fiscal year 2001, he
received an option to purchase 200,000 shares of Common Stock at an exercise
price per share of $1.8923. In addition, in fiscal year 2001, Mr. Eder received
an option to purchase 400,000 shares of Common Stock which have since lapsed.
The options were exercisable only in the event that certain milestones were
achieved on or before January 31, 2002. These milestones were not met. On
December 4, 2001, the Board approved an increase in Mr.

Eder's base salary from 153,388 Euro to 178,952 Euro. The criteria upon which
Mr. Eder's compensation was determined is the same as that described above with
regard to all of the other of the Company's executive officers.

Submitted by the Compensation Committee of the Board of Directors.

Dr. Hubert Besner
Robert F. Fratarcangelo

Stock Return Performance Graph

The following graph indicates the Company's cumulative total return to
stockholders from March 31, 1999 (the effective date of the Company's
registration of its Common Stock under Section 12 of the Exchange Act) through
December 31, 2001, as compared to the cumulative total returns for the Neuer
Markt 50 Index and the Nemax Internet Index.

Comparison of Cumulative Total Returns
Performance Graph for Cybernet Internet Services International, Inc.

[GRAPH APPEARS HERE]

3/31/99 12/31/99 12/31/00 12/31/01
------- -------- -------- --------

Cybernet Internet Services $100 $ 33 $ 5 $ 1.55
International, Inc.
Neuer Market 50 Index $100 $132 $74 $29.40
Nemax Internet Index N/A $100 $31.77 $12.35

------------------
* Assumes $100 invested in the Common Stock of the Company, in
the Neuer Market 50 Index on March 31, 1999 and in the Nemax
Internet Index on December 31, 1999. No value is indicated for
the Nemax Internet Index on March 31, 1999 because the Index
did not commence until December 30, 1999. Assumes reinvestment
of dividends, if any. The Company's common stock is also
traded on the OTC Bulletin Board.

PARTICIPANTS IN THE COMPANY'S SOLICITATION

Under applicable regulations of the SEC, each of the directors and
nominees of the Company is deemed a "participant" in the Company's solicitation
of proxies. The following information about each director is provided under
"Security Ownership of Certain Beneficial Owners and Management": name, business
address, principal occupation and the name and principal business of the
organization in which the director's employment is carried on.

Transactions in Our Common Stock During the Past Two Years

The following is a list of all purchases and sales of common stock made
during the last two years by participants in the Company's solicitation of
proxies:

Transaction Number of Purchase/ Per Share
Name Date Shares Sale Price
---- ----------- --------- --------- ---------

Andreas Eder 9/28/00 10,000 Purchase $4.50
Paolo di Fraia 9/28/00 5,000 Purchase $4.625
Hubert Besner N/A N/A N/A N/A
Robert Fratarcangelo N/A N/A N/A N/A
Cabot R. Caskie N/A N/A N/A N/A

Other Contracts, Arrangements, and Understandings with Participants

On December 4, 2001, the Board approved the issuance of 400,000 stock
options to each of Andreas Eder and Paolo di Fraia, and 30,000 stock options to
each of Hubert Besner and Robert Fratarcangelo, which options have since have
lapsed. The options were exercisable into shares of Cybernet common stock at an
exercise price of $0.56 per share only in the event that certain milestones were
achieved before January 31, 2002. These milestones were not achieved.

In addition, on December 4, 2001, the Board approved an increase in Mr.
Eder's base salary from 153,388 Euro to 178,952 Euro and extended Mr. di Fraia's
employment agreement until December 2004.

Except as otherwise set forth in this proxy statement, to the best of the
Company's knowledge: (i) none of the participants in the Company's solicitation
of proxies is, or was within the past year, a party to any contracts,
arrangements or understandings with any person with respect to any shares of the
Company's common stock, and (ii) neither any of the participants nor any of
their respective associates has any arrangement or understanding with any person
with respect to any future employment by the Company or its affiliates, or with
respect to any future transaction as to which the Company or any of its
affiliates will or may be a party.

Beneficial Ownership of Common Stock by Associates of Participants

Verena Czerny, spouse of our President and CEO, Andreas Eder, may be deemed
an "associate" (as defined in Rule 14a-1 under the Securities Exchange Act of
1934, as amended). Ms. Czerny owns an aggregate of 38,750 shares of Cybernet
common stock. Ms. Czerny may be deemed to beneficially own shares held by her
spouse Mr. Eder (whose shares are listed in "Security Ownership of Certain
Beneficial Owners and Management"). Ms. Czerny disclaims beneficial ownership of
any of the shares held by Mr. Eder. The address of Ms. Czerny is c/o Hubert
Besner, Maximilianstrasse 31, 80539, Munich, Germany.

Except as otherwise set forth in this proxy statement, to the best of the
Company's knowledge: none of the participants in the Company's solicitation of
proxies has any "associates" (as defined in Rule 14a-1 under the Securities
Exchange Act of 1934, as amended) who beneficially own any common stock.

PROPOSAL 2

APPROVAL OF THE CYBERNET 1998 STOCK INCENTIVE PLAN

Background

The Company's 1998 Stock Incentive Plan ("Incentive Plan") was approved by
our Board of Directors and sole shareholder prior to the Company's
reincorporation in Delaware in November 1998. On November 30, 1999, our Board of
Directors approved an amendment to increase the total number of shares of Common
Stock issuable under the Incentive Plan from 2,000,000 to 3,000,000. On February
22, 2001, our Board of Directors approved an amendment to increase the total
number of shares of Common Stock issuable under the Incentive Plan from
3,000,000 to 4,000,000. We are now seeking stockholder approval of the Incentive
Plan because such approval is required under the Internal Revenue Code to
preserve incentive stock option treatment and will maximize the potential for
deductions associated with any non-qualified options granted under the Incentive
Plan. Under 162(m) of the Internal Revenue Code, shareholder approval of
performance-based compensation plans (including material amendments thereto) is
necessary to qualify for the performance-based compensation exception to the
limitation on a company's ability to deduct compensation paid to certain
specified individuals in excess of $1 million. Approval of the amendment to the
Incentive Plan and the Incentive Plan as amended requires the affirmative vote
of the holders of at least a majority of the outstanding shares of Common Stock
and Series B Preferred Stock of the Company represented and entitled to vote at
the Annual Meeting.

The following description of the Incentive Plan is intended only as a
summary and is qualified in its entirety by reference to the Incentive Plan.

Purpose

The purposes of the Incentive Plan is to (a) provide incentive to officers
and key employees of the Company and its affiliates to stimulate their efforts
toward our continued success and to operate and manage the business in a manner
that will provide for our long-term growth and profitability; (b) encourage
stock ownership by our officers and key employees by providing them with a means
to acquire a proprietary interest in the Company, acquire shares of stock, or to
receive compensation which is based upon appreciation in the value of the stock;
and (c) provide a means of obtaining, rewarding and retaining key personnel and
consultants.

Stock Incentives

The Incentive Plan permits us to make awards of incentive stock options,
non-qualified stock options, stock appreciation rights, stock awards, dividend
equivalent rights, performance unit awards and phantom shares.

Eligibility

All officers, key employees and consultants of the Company and its
affiliates designated by the Board of Directors of the Company to participate in
the Incentive Plan are eligible to receive stock incentives under the Incentive
Plan, except that only an incentive stock option may be granted to an employee
of the Company and its subsidiaries. In the case of incentive stock options, the
aggregate fair market value of stock underlying stock options intended to meet
the requirements of Internal Revenue Code Section 422 that become exercisable
during any calendar

year under all plans of the Company and its subsidiaries may not exceed
$100,000. If the limitation is exceeded, the incentive stock option(s) which
cause the limitation to be exceeded will be treated as non-qualified stock
option(s).

Available Shares

The Board of Directors has authorized and reserved 4,000,000 shares of
Common Stock for issuance pursuant to stock incentives under the Incentive Plan.
During the last fiscal year, the Compensation Committee granted stock options to
purchase a total of 1,133,800 shares of Common Stock under the Incentive Plan
(and 7,500 shares of Common Stock under the Directors' Plan). If a stock
incentive expires, terminates or is cancelled, the unissued shares of Common
Stock subject to the stock incentive will again be available under the Incentive
Plan.

Administration

The Incentive Plan is administered by the Compensation Committee. The
Compensation Committee has full authority in its discretion to determine the
officers and key employees of the Company or its affiliates to whom stock
incentives will be granted and the terms and provisions of stock incentives,
subject to the Incentive Plan. The Compensation Committee has full and
conclusive authority to interpret the Incentive Plan, to prescribe, amend and
rescind rules and regulations relating to the Incentive Plan, to determine the
terms and provisions of the stock incentive agreements, and to make all other
determinations necessary or advisable for the proper administration of the
Incentive Plan.

General Terms of all Stock Incentives

The number of shares of Common Stock as to which a stock incentive may be
granted will be determined by the Compensation Committee. To the extent required
under Section 162(m) of the Internal Revenue Code for compensation to be treated
as qualified performance based compensation, the maximum number of shares of
Common Stock with respect to which options or stock appreciation rights may be
granted during any one year period to any employee may not exceed 100,000. Each
stock incentive will either be evidenced by a stock incentive agreement or be
made subject to the terms of a stock incentive program as the Compensation
Committee may determine to be appropriate. Except as to incentive stock options,
stock incentives are not transferable or assignable except by will or by the
laws of descent and distribution.

Grants of Stock Options

The Incentive Plan permits the grant of both incentive stock options and
non-qualified stock options. Incentive stock options may only be granted to
employees of the Company or any subsidiary. With respect to an incentive stock
option, options may be made exercisable at a price no less than the fair market
value of the Common Stock on the date that the option is awarded. With respect
to each grant of an incentive stock option to a participant who is an over 10%
owner, the exercise price may not be less than 110% of the fair market value on
the date the option is granted.

The term of incentive stock options granted to a participant who is not an
over 10% owner is ten years after the date the option is granted. The term of
incentive stock options granted to a participant who is an over 10% owner is
five years after the date the option is granted. The term of any non-qualified
stock option will be specified in the applicable stock incentive agreement.

The option price upon exercise may be made in cash or any form or manner
authorized by the Compensation Committee in the applicable stock incentive
agreement. In its discretion, the Compensation Committee also may authorize
Company financing to assist the participant with payment of the exercise price
on such terms as may be offered by the Compensation Committee in its discretion.

Subject to limited exceptions, options are forfeited upon termination of
employment or service. Options are not assignable (except by will or the laws of
descent and distribution).

Grants of Stock Incentives other than Stock Options

Stock appreciation rights granted under the Incentive Plan may be granted
separately or in connection with another stock incentive. A stock appreciation
right entitles the participant to receive the excess of (a) the fair market
value of a specified or determinable number of shares of Common Stock at the
time of payment or exercise over (b) a specified or determinable price which, in
the case of stock appreciation right granted in connection a stock option, may
not be less than the exercise price for that number of shares subject to that
stock option. The Compensation Committee may provide that they are exercisable
at the discretion of the holder or that they will be paid at a time or times
certain or upon the occurrence or non-occurrence of certain events. A stock
appreciation right granted in connection with a stock incentive may only be
exercised to the extent that the related stock incentive has not been exercised,
paid or otherwise settled. Stock appreciation rights may be settled in shares of
Common Stock or in cash, according to terms established by the Compensation
Committee with respect to any particular award.

Stock awards. The number of shares of Common Stock subject to the stock
award and the restrictions and condition on such shares will be as the
Compensation Committee determines. The Compensation Committee may require a cash
payment from the participant in an amount no greater than the aggregate fair
market value of the shares of Common Stock awarded determined at the date of
grant in exchange for the grant of a stock award, or may grant a stock award
without the requirement of a cash payment.

Dividend equivalent rights granted under the Incentive Plan entitles the
participant to receive payments from the Company in an amount determined by
reference to any cash dividends paid on a specified number of shares of Common
Stock to Company stockholders of record during the period such rights are
effective. The Compensation Committee may impose such restrictions and
conditions on any dividend equivalent right as the Compensation Committee in its
discretion shall determine. Payment of a dividend equivalent right may be made
by the Company in cash or shares of Common Stock (valued at Fair Market Value on
the date of payment) or as the Compensation Committee may determine.

Performance unit awards granted under the Incentive Plan entitles the
participant to receive, at a specified future date, payment of an amount equal
to all or a portion of the value of a specified or determinable number of units
granted by the Compensation Committee. At the time of the grant, the
Compensation Committee will determine the base value of each unit, the number of
units subject to a performance unit award, the performance factors applicable to
the determination of the ultimate payment value of the performance unit award
and the period over which company performance shall be measured. Payment of a
performance unit award may be made by the Company in cash or shares of Common
Stock (valued at Fair Market Value on the date of payment) or as the
Compensation Committee may determine.

Phantom shares granted under the Incentive Plan entitles the participant to
receive, at a specified future date, payment of an amount equal to all or a
portion of the fair market value of a specified number of shares of Common Stock
at the end of a specified period. At the time of grant, the Compensation
Committee will determine the factors which will govern any payment, and any
performance criteria that must be satisfied as a condition to payment. Payment
in respect of phantom shares may be made by the Company in cash or shares of
Common Stock (valued at Fair Market Value on the date of payment) or as the
Compensation Committee may determine.

Recapitalizations and Reorganizations

The Incentive Plan provides for appropriate adjustments of the number and
kind of shares to be issued upon exercise of a stock incentive and of the
exercise price or payment amount to reflect changes in the capital structure of
the corporation, stock splits, recapitalizations, mergers and reorganizations.

Amendment or Termination of the Incentive Plan

Although the Incentive Plan may be amended by the Board of Directors
without stockholder approval, the Board of Directors also may condition any such
amendment upon stockholder approval if stockholder approval is deemed necessary
or appropriate in consideration of tax, securities or other laws.

Benefits to Named Executive Officers and Others

The following table sets forth information regarding stock incentives
granted made under the Incentive Plan during fiscal years 2000 and 2001 to each
of the Named Executives, all persons who serve as executive officers of the
Company as a group, and all persons who are employees of the Company as a group.

Number of Number of
Stock Options Granted Stock Options Granted
Name and Position in Fiscal Year 2001 in Fiscal Year 2000
--------------------- ----------------------

Andreas Eder 600,000 (1) 80,000
Chairman, President and Chief Executive Officer;
Member of the Management Board of Cybernet AG

Bernd Buchholz 200,000 80,000
Former Executive Vice President for Sales and
Marketing

Paolo V. Di Fraia 600,000 (1) 280,000
Director, Chief Financial Officer;
Managing Director - Italy

Eckhard Freund 0 50,000
Vice President of Operations

Number of Number of
Stock Options Granted Stock Options Granted
Name and Position in Fiscal Year 2001 in Fiscal Year 2000
--------------------- ----------------------

Thomas Stoek 150,000 0
Former Vice President of Data Centers;
Member of the Management Board of Cybernet AG

Robert Fratarcangelo 35,000 (2) 2,500
Secretary and Director

Tristan Libischer 0 0
Director

Robert Eckert 0 0
Former Chief Financial Officer and Treasurer

Alessandro Giacalone 0 0
Former Director and Chief Operating Officer
All Executive Officers as a Group 1,585,000 492,500

Hubert Besner 35,000 (2) 2,500
Director

G.W. Norman Wareham 5,000 2,500
Former Director

All Non-Executive Directors as a Group 40,000 5,000

All Non-Executive Employees as a Group 1,406,450 643,800

(1) Includes 400,000 stock options granted on December 4, 2001. However, these
stock options lapsed on January 31, 2001. The options were exercisable into
shares of Common Stock at an exercise price per share of $0.56 only in the
event that the Company reaches the following milestones by January 31,
2002: (i) the Company successfully eliminates 85% of its current debt, and
(ii) the Company achieves a minimum of 10,000,000 (Euro) in operating
funds. These milestones were not met on January 31, 2002.

(2) Includes 30,000 stock options granted on December 4, 2001. However, these
stock options lapsed on January 31, 2001. The options were exercisable into
shares of Common Stock at an exercise price per share of $0.56 only in the
event that the Company reaches the following milestones by January 31,
2002: (i) the Company successfully eliminates 85% of its current debt, and
(ii) the Company achieves a minimum of 10,000,000 (Euro) in operating
funds. These milestones were not met on January 31, 2002.

Federal Income Tax Consequences for United States Persons

Incentive Stock Options. An optionee who is a U.S. person will not
recognize income upon the grant or exercise of an incentive stock option.
Instead, the optionee will be taxed at the time he or she sells the stock
purchased pursuant to the option. The optionee will be taxed on the difference
between the price he or she paid for the stock and the amount for which he or
she sells the stock. If the optionee does not sell the stock within two years
from the date of grant of the option and one year from the date the stock is
transferred to the optionee, the gain will be a long-term capital gain, and the
Company will not be entitled to a deduction. If the optionee sells the stock at
a gain prior to that time, the difference between the amount the optionee paid
for the stock and the lesser of the fair market value on the date of exercise or
the amount for which the

stock is sold will be taxed as ordinary income and the Company will be entitled
to a corresponding deduction. If the stock is sold for an amount in excess of
the fair market value on the date of exercise, the excess amount will be taxed
as capital gain. If the optionee sells the stock for less than the amount he or
she paid for it prior to the expiration of the one- or two-year periods
indicated, no amount will be taxed as ordinary income and the loss will be taxed
as a capital loss. Exercise of an incentive stock option may subject an optionee
to, or increase an optionee's liability for, the alternative minimum tax.

Non-Qualified Stock Options. An optionee who is a U.S. person will not
recognize income upon the grant of a non-qualified stock option under the
Incentive Plan or at any time prior to the exercise of the option or a portion
thereof. Generally, at the time the optionee exercises a non-qualified option or
portion thereof, the optionee will recognize compensation taxable as ordinary
income in an amount equal to the excess of the fair market value of the
underlying stock on the date the option is exercised over the option price of
the stock and the Company will then entitled to a corresponding deduction. At
that time, the Company will be subject to income tax withholding requirements
and will have the right to require an optionee who is or was an employee of the
Company to remit in cash to the Company an amount sufficient to satisfy any
federal, state and local tax requirements prior to the delivery of any
certificate or certificates for such shares of stock.

A subsequent taxable disposition of the stock acquired upon exercise of an
option and held as a capital asset will result in a capital gain or loss
measured by the difference between the fair market value of the stock on the
date of the option exercise and the amount realized on later disposition.

Other Stock Incentives. A participant who is a U.S. person will not
recognize income upon the grant of certain equity incentive such as a stock
appreciation right, dividend equivalent right, performance unit award or phantom
share. Generally, at the time a participant receives payment under any equity
incentive, he or she will recognize compensation taxable as ordinary income in
an amount equal to the cash or the fair market value of the Common Stock
received, and the Company will then be entitled to a corresponding deduction.

A participant will not be taxed upon the grant of a stock award if such
award is not transferable by the participant or is subject to a "substantial
risk of forfeiture," as defined in the Internal Revenue Code. However, when the
shares of Common Stock that are subject to the stock award are transferable by
the participant and are no longer subject to a substantial risk of forfeiture,
the participant will recognize compensation taxable as ordinary income in an
amount equal to the fair market value of the stock subject to the stock award,
less any amount paid for such stock, and the Company will then be entitled to a
corresponding deduction. However, if a participant so elects a the time of
receipt of a stock award, he or she may include the fair market value of the
stock subject to the stock award, less any amount paid for such stock, in income
a that time and the Company also will be entitled to a corresponding deduction
at that time.

The foregoing is a summary discussion of certain U.S. Federal income tax
consequences to certain participants under the Internal Revenue Code and should
not be construed as legal, tax or investment advice. All Incentive Plan
participants should consult their own tax advisors as to the specific tax
consequences applicable to them, including federal, state, local and foreign tax
laws.

Stockholder Approval

The Board of Directors seeks stockholder approval because such approval is
required under the Internal Revenue Code as a condition to incentive stock
option treatment and will maximize the potential for deductions associated with
any non-qualified options granted under the Incentive Plan.

The Board of Directors recommends that you vote "FOR"
the approval of the Cybernet 1998 Stock Incentive Plan.

PROPOSAL 3

RATIFICATION OF
INDEPENDENT PUBLIC ACCOUNTANTS

Ernst & Young Deutsche Allgemeine Treuhand AG ("E&Y") served as the
Company's independent auditors for the fiscal years ended December 31, 1999 and
December 31, 2000. The Board of Directors, acting upon the recommendation of the
Audit Committee of the Board, has approved and engaged E&Y as the Company's
independent auditors for fiscal year ending December 31, 2001. In addition, E&Y
has rendered other services, including the review of periodic financial
statements and related information.

Audit and Related Fees

Audit Fees

Audit fees billed to the Company by E&Y during the Company's 2000 fiscal
year for the audit of its annual consolidated financial statements included in
its Annual Report on Form 10-K and the review of those consolidated financial
statements included in its quarterly reports on Form 10-Q totaled 564,323 Euro.

Financial Information Systems Design and Implementation Fees

The Company did not engage E&Y to provide advice to its regarding financial
information systems design and implementation during the fiscal year ended
December 31, 2000.

All Other Fees

Fees billed to the Company by E&Y during the Company's 2000 fiscal year for
all other non-audit services rendered to the Company, including accounting
advice and tax services, totaled 3,284 Euro. The Audit Committee of the Board of
Directors has determined that the accounting advice and tax services provided by
E&Y are compatible with maintaining E&Y's independence.

If this proposal does not receive the affirmative approval of a majority of
the votes cast on the proposal, the Board of Directors will reconsider the
appointment. Representatives of E&Y are expected to be present at the Annual
Meeting where they will have an opportunity to make a statement if they desire
to do so, and will be available to respond to appropriate questions.

The Board of Directors recommends that you vote "FOR" the
ratification of Ernst & Young Deutsche Allgemeine Treuhand AG
as the Company's independent accountants.

Audit Committee Report

The following is the report of the audit committee with respect to the
Company's audited financial statements for the fiscal year ended December 31,
2000, which include our consolidated balance sheets as of December 31, 2000 and
1999, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 2000, and the notes thereto. The information contained in this report shall
not be deemed to be "soliciting material" or to be "filed" with the SEC, nor
shall such information be incorporated by reference into any future filing under
the Securities

Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
except to the extent that we specifically incorporate it by reference in such
filing.

Membership

The Audit Committee is composed of two directors. There is currently a
vacancy in the Audit Committee. The current member of the Audit Committee is
Robert Fratarcangelo. The Audit Committee reviews the Company's accounting
processes, financial controls and reporting systems, as well as the selection of
the Company's independent auditors and the scope of the audits to be conducted.
The Board of Directors has not adopted a written charter for the Audit
Committee.

Review with Management

The Audit Committee has reviewed and discussed our audited financial
statements with management.

Review and Discussions with Independent Accountants

The Audit Committee has discussed with Ernst & Young Deutsch Allgemeine
Treuhand AG, our independent accountants, the matters to be discussed by SAS 61
(Communications with Audit Committee) which includes, among other items, matters
related to the conduct of the audit of our financial statements. The Audit
Committee has also received written disclosures and the letter from Ernst &
Young required by Independence Standards Board Standard No. 1 (which relates to
the accountant's independence from the Company and its related entities) and has
discussed with Ernst & Young their independence from us.

Conclusion

Based on the review and discussions referred to above, the Audit Committee
recommended to our Board that our audited financial statements be included in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2000 for
filing with the SEC.

Submitted by the Audit Committee of the Board of Directors
Robert Fratarcangelo

SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Stockholders who wish to submit a proposal for consideration at the 2002
Annual Meeting should submit the proposal in writing to the Company at the
address set forth on page 1 of this Proxy Statement. A proponent of a proposal
is required to have been a record or beneficial owner of at least 1% or $2,000
in market value of Common Stock of the Company for a period of at least one year
and must continue to own such securities through the date on which the 2002
Annual Meeting is held. The Company has the right to request documentary support
(as provided in Rule 14a-8 promulgated by the Commission pursuant to the
Exchange Act) of the proponent's ownership claim within 14 calendar days after
receipt of the proposal, and the proponent shall furnish appropriate
documentation within 21 days after receiving such request. Proposals must be
received by the Company on or before June 1, 2002 for inclusion in next year's
proxy materials.

Stockholders who submit proposals must, in all other respects, comply with Rule
14a-8 under the Exchange Act.

INCORPORATION BY REFERENCE

We have incorporated by reference the financial statements and related
disclosures contained in the Form 10-K filed with the SEC on April 2, 2001 and
the Form 10-Q filed with the SEC on November 15, 2001. The Annual Report to
Shareholders for 2000 is included with this Proxy Statement and contains the
financial statements and related disclosures of the Form 10-K. A copy of the
Form 10-Q for the period ending September 30, 2001 is also included in the same
package as this Proxy Statement.

OTHER MATTERS

The Board of Directors does not intend to present any matter of business at
the Annual Meeting other than as set forth in the accompanying Notice of Annual
Meeting of stockholders. However, if other matters properly come before the
meeting, it is the intention of the persons named on the enclosed proxy card to
vote in accordance with their best judgment.

By Order of the Board of Directors

/s/ Andreas Eder
----------------
Andreas Eder
President and Chief Executive Officer

Munich, Germany
February 22, 2002

Your Board urges you not to return any YELLOW proxy cards solicited from you. If
---
you have previously returned any such proxy card you have every right to change
your vote. Simply sign, date and mail the enclosed WHITE proxy card in the
postage-paid envelope provided, whether or not you previously returned the
YELLOW proxy card.

CYBERNET INTERNET SERVICES INERNATIONAL, INC.
PROXY

SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 12, 2002

The undersigned stockholder of Cybernet Internet Services

International, Inc. (the "Company") hereby appoints Mr. Andreas Eder and Dr.

Hubert Besner as proxies with full power of substitution, acting unanimously or

by either of them if only one be present and acting, to vote all shares of

common stock of the Company which the undersigned would be entitled to vote if

personally present at the Annual Meeting of Stockholders (the "Meeting") to be

held at the Company's offices at Stefan-George-Ring 19-23, Munich, Germany on

Tuesday, March 12, 2002 at 11:00 a.m., local time, and at any adjournments

thereof, upon the proposals described in the accompanying Notice of the Meeting

and the Proxy Statement relating to the Meeting (the "Proxy Statement"), receipt

of which is hereby acknowledged.

PROPOSAL 1: To elect the Class B director nominee and Class C director nominees
listed at right:

Class B Nominee: Mr. Cabot R. Caskie

Class C Nominees: Mr. Andreas Eder
Mr. Paolo di Fraia

- ------- FOR all nominees ------- WITHHOLD authority to
listed above (except as vote for all nominees
indicated to the listed at right.
contrary below).

INSTRUCTION: To withhold authority for any individual nominee, mark "FOR"
above, and write that nominee's name in the space below:

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

PROPOSAL 2: To approve the Cybernet 1998 Stock Incentive Plan:

_______ FOR ______ AGAINST _______ ABSTAIN

PROPOSAL 3: To ratify the appointment of Ernst & Young Deutsche Allemeine
Treuhand AG as corporate auditors for the 2000 and 2001 calendar years:

_______ FOR ______ AGAINST _______ ABSTAIN

Your Board recommends a vote FOR Proposal Nos. 1, 2 and 3. This proxy, when
properly executed, will be voted as directed, but if no direction to the
contrary is indicated, it will be voted FOR Proposal 1, Proposal 2, and Proposal
3.

Discretionary authority is hereby conferred as to all other matters which may
come before the meeting.

Please mark, date and sign this Proxy, and return it in the enclosed return-
addressed envelope. No postage is necessary.

PLEASE RETURN PROXY AS SOON AS POSSIBLE

Dated: _________________, 2002
(Be sure to date your Proxy)

- -----------------------------------------
Name(s) of Stockholder(s)

- -----------------------------------------
Signature(s) of Stockholder(s)

NOTE: If stock is held in the name of more than one person, all holders should
sign. Signatures must correspond exactly with the name or names appearing on the
stock certificate(s). When signing as attorney, executor, administrator,
trustee, guardian or custodian, please indicate the capacity in which you are
acting. If a corporation, please sign in full corporate name by the President or
other authorized officer. If a partnership, please sign in name by authorized
person.