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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Hall, Kinion & Associates, Inc.
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(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:

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

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] 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:

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

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(3) Filing Party:

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(4) Date Filed:

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Notes:

[LOGO OF HALL KINION]

HALL, KINION & ASSOCIATES, INC.
185 Berry Street, Suite 6440
San Francisco, CA 94107

April 20, 1999

TO THE STOCKHOLDERS OF HALL, KINION & ASSOCIATES, INC.

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders
(including any adjournments or reschedulings thereof, the "Annual Meeting") of
Hall, Kinion & Associates, Inc. (the "Company") which will be held at the San
Francisco Marriott, 55 Fourth Street, San Francisco, California, on May 14,
1999, at 9:00 a.m.

Details of the business to be conducted at the Annual Meeting are given in
the attached Proxy Statement and Notice of Annual Meeting of Stockholders.

It is important that your shares be represented and voted at the Annual
Meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. Returning the proxy does NOT deprive you of
your right to attend the Annual Meeting. If you decide to attend the Annual
Meeting and wish to change your proxy vote, you may do so automatically by
voting in person at the Annual Meeting.

On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company. We
look forward to seeing you at the Annual Meeting.

Sincerely,

Brenda C. Rhodes
Chief Executive Officer
and Chairman of the Board

[LOGO OF HALL KINION]

HALL, KINION & ASSOCIATES, INC.
185 Berry Street, Suite 6440
San Francisco, CA 94107

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1999

The annual meeting of the stockholders (including any adjournments or
rescheduling thereof, the "Annual Meeting") of Hall, Kinion & Associates, Inc.
(the "Company"), will be held on Friday, May 14, 1999, at 9:00 a.m. Pacific
time at the San Francisco Marriott, 55 Fourth Street, San Francisco,
California, for the following purposes:

1. To elect two directors of the Board of Directors to serve until the 2002
Annual Meeting or until their successors have been duly elected and
qualified;

2. To consider a proposal to ratify the appointment of Deloitte & Touche
LLP as the independent accountants of the Company for the fiscal year
ending January 2, 2000; and

3. To transact such other business as may properly come before the Annual
Meeting.

Stockholders of record at the close of business on March 24, 1999 are
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
or reschedulings thereof. For ten days prior to the Annual Meeting, a complete
list of the stockholders entitled to vote at the meeting will be available for
examination by any stockholder for any purpose relating to the Annual Meeting
during ordinary business hours at the principal office of the Company.

By order of the Board of Directors,

MARTIN A. KROPELNICKI
Secretary

San Francisco, California
April 20, 1999

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING.
IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY
VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE ANNUAL MEETING.

HALL, KINION & ASSOCIATES, INC.
185 Berry Street, Suite 6440
San Francisco, CA 94107

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

The accompanying proxy is solicited by the Board of Directors of Hall,
Kinion & Associates, Inc., a Delaware corporation (the "Company"), for use at
the annual meeting of stockholders (including any adjournments or
reschedulings thereof, the "Annual Meeting") to be held Friday, May 14, 1999,
for the purposes set forth in the accompanying Notice of Annual Meeting. The
date of this Proxy Statement is April 20, 1999, the approximate date on which
this Proxy Statement and the accompanying form of proxy were first sent or
given to stockholders.

PURPOSE OF MEETING

The specific proposals to be considered and acted upon at the Annual Meeting
are summarized in the accompanying Notice of Annual Meeting of Stockholders.
Each proposal is described in more detail in this Proxy Statement.

VOTING RIGHTS AND SOLICITATION OF PROXIES

The Company's Common Stock is the only type of security entitled to vote at
the Annual Meeting. On March 24, 1999, the record date for determination of
stockholders entitled to vote at the Annual Meeting, there were 9,603,356
shares of Common Stock outstanding. Each stockholder of record on March 24,
1999, is entitled to one vote for each share of Common Stock held by each
stockholder on March 24, 1999. Shares of Common Stock may not be voted
cumulatively. All votes will be tabulated by the inspector of election
appointed for the meeting, who will separately tabulate affirmative and
negative votes, abstentions, and broker non-votes.

Quorum Required

The Company's bylaws provide that the holders of a majority of the Company's
Common Stock issued and outstanding and entitled to vote at the Annual
Meeting, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at the Annual Meeting. Abstentions and broker
non-votes will be counted as present for the purpose of determining the
presence of a quorum.

Votes Required

Proposal 1. Directors are elected by a plurality of the affirmative votes
cast by those shares present in person or represented by proxy and entitled to
vote at the Annual Meeting. The two nominees for director receiving the
highest number of affirmative votes will be elected. Abstentions and broker
non-votes will not be counted towards a nominee's total. Stockholders may not
cumulate votes in the election of directors.

Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the
Company's independent public accountants for the fiscal year ending January 2,
2000, requires the affirmative vote of a majority of those shares present in
person, or represented by proxy, and cast whether affirmatively or negatively
at the Annual Meeting. Abstentions and broker non-votes will not be counted as
having been voted on the proposal.

GENERAL INFORMATION

Annual Report. An annual report for the fiscal year ended December 27, 1998
is enclosed with this Proxy Statement.

Voting Securities. Only stockholders of record as of the close of business
on March 24, 1999 will be entitled to vote at the Annual Meeting and any
adjournment thereof. As of that date, there were 9,603,356 shares of Common
Stock of the Company, par value $0.001 per share, issued and outstanding.
Stockholders may vote in person or by proxy. Each holder of shares of Common
Stock is entitled to one vote for each share of stock held on the proposals
presented in this Proxy Statement. Shares of Common Stock may not be voted
cumulatively. The Company's bylaws provide that a majority of all of the
shares of the stock entitled to vote, whether present in person or represented
by proxy, shall constitute a quorum for the transaction of business at the
Annual Meeting. All votes will be tabulated by the inspector of elections
appointed for the Annual Meeting, who will separately tabulate affirmative and
negative votes, abstentions and broker non-votes.

Solicitation of Proxies. The cost of soliciting proxies, including the
preparation, assembly, printing and mailing of this Proxy Statement, the proxy
and any additional soliciting material furnished to stockholders, will be
borne by the Company. In addition to soliciting stockholders by mail through
its regular employees, the Company will request banks and brokers, and other
custodians, nominees and fiduciaries, to solicit their customers who have
stock of the Company registered in the names of such persons and will
reimburse them for their reasonable, out-of-pocket costs. The Company may use
the services of its officers, directors, and others to solicit proxies,
personally or by telephone, without additional compensation. Except as
described above, the Company does not presently intend to solicit proxies
other than by mail.

Voting of Proxies. All valid proxies received prior to the Annual Meeting
will be voted. All shares represented by a proxy will be voted, and where a
stockholder specifies by means of the proxy a choice with respect to any
matter to be acted upon, the shares will be voted in accordance with the
specification so made. If no choice is indicated on the proxy, the shares will
be voted in favor of the proposal. A stockholder giving a proxy has the power
to revoke his or her proxy, at any time prior to the time it is voted, by
delivery to the Secretary of the Company of a written instrument revoking the
proxy or a duly executed proxy with a later date, or by attending the Annual
Meeting and voting in person. A majority of the shares of Common Stock of the
Company present at the Annual Meeting, in person or by proxy, whether or not
constituting a quorum, may vote to, or the Company's Board in its discretion
may, adjourn the Annual Meeting from time to time without further notice,
including for the purpose of soliciting additional proxies. Proxies containing
a vote against the proposals presented in this Proxy Statement will not be
used to vote in favor of any such adjournment.

PROPOSAL NO. 1 -- ELECTION OF DIRECTORS

The Company has a classified Board of Directors that currently consists of
one Class I director (Will Herman), two Class II directors (Paul H. Bartlett
and Todd J. Kinion), and two Class III directors (Brenda C. Rhodes and Jon H.
Rowberry), who have been elected to serve until the Annual Meetings of
Stockholders to be held in 2001, 1999 and 2000, respectively, and until their
respective successors are duly elected and qualified. At each Annual Meeting
of Stockholders, directors are elected for a full term of three years to
succeed any directors whose terms expire on the Annual Meeting of Stockholders
date. The directors who are being nominated for election to the Board of
Directors (the "Nominees"), their ages as of March 31, 1999, their positions
and offices held with the Company and certain biographical information are set
forth below. Each Nominee for election has agreed to serve if elected, and
management has no reason to believe that any Nominee will be unavailable to
serve. In the event any Nominee is unable or declines to serve as a director
at the time of the Annual Meeting, the proxies will be voted for any nominee
who may be designated by the present Board of Directors to fill the vacancy.
Unless otherwise instructed, the proxy holders will vote the Proxies received
by them FOR the Nominees named below. The two Nominees receiving the highest
number of affirmative votes of the shares represented and voting on this
proposal at the Annual Meeting will be elected directors of the Company.

Year First Positions & Offices
Nominees Age Elected Director Held with the Company
-------- --- ---------------- ---------------------

Paul H. Bartlett.................... 38 1996 Director and President
Todd J. Kinion (1)(2)............... 37 1991 Director

- --------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee

Paul H. Bartlett, 38, has been a director of the Company since January 1996
and joined the Company in October 1996 as President. Prior to joining the
Company, Mr. Bartlett was affiliated with the Sprout Group, a venture capital
firm, from February 1991 until October 1996, having served as a general
partner before joining the Company. Mr. Bartlett received an A.B. degree in
economics from Princeton University and an M.B.A. degree from the Stanford
Graduate School of Business.

Todd J. Kinion, 37, co-founded the Company and has been a director of the
Company since the Company's incorporation in 1991. Since August 1996, Mr.
Kinion has been a private investor. Mr. Kinion served as Vice President,
Recruitment Services of the Company from December 1995 to August 1996. Prior
to that time, Mr. Kinion served as Chief Financial Officer and Treasurer of
the Company from December 1991 to December 1995. Mr. Kinion also served as
Secretary from December 1991 to February 1997. Mr. Kinion holds a B.A. degree
in political science from the University of California at Santa Barbara.

Continuing Directors -- Term Ending in 2000

Set forth below is information regarding two of the continuing Directors of
the Company, including their ages, the period during which they have served as
Directors, and information furnished by them as to principal occupations and
directorships held by them in corporations whose shares are publicly
registered.

Brenda C. Rhodes, 46, co-founded the Company and has been a director since
the Company's incorporation in 1991. From December 1992 to the present, Ms.
Rhodes has served as Chief Executive Officer of the Company. Ms. Rhodes also
served as President and Assistant Secretary of the Company from December 1991
to October 1996 and from December 1991 to September 1996, respectively. From
August 1981 to June 1987, Ms. Rhodes was general manager of a Snelling &
Snelling franchise, a personnel services company.

Jon H. Rowberry, 52, has been a director of the Company since August 1996.
Mr. Rowberry currently serves as President of Franklin Covey Co. ("Franklin
Covey"), a provider of leadership and time management products and training.
Prior to assuming his current positions, Mr. Rowberry was President of
Franklin Covey

from March 1997 to March 1998, Chief Operating Officer from August 1996 to
March 1997 and Chief Financial Officer from August 1995 to August 1996. From
1985 to 1995, Mr. Rowberry was employed in several executive positions with
Adia S.A. and Adia Services, Inc., providers of personnel services. Mr.
Rowberry currently serves on the board of directors of Franklin Covey. Mr.
Rowberry holds a B.S. degree in accounting from Brigham Young University.

Continuing Director -- Term Ending in 2001

Set forth below is information regarding the one continuing Director of the
Company, including his age, the period during which he has served as a
Director, and information furnished by him as to principal occupations and
directorships held by him in corporations whose shares are publicly
registered.

Will Herman, 39, has been a director of the Company since August 1998. Mr.
Herman currently serves as President and Chief Executive Officer of ViewLogic
Systems, Inc. ("ViewLogic"), a system design company. Prior to assuming his
current position, Mr. Herman was the President of the ViewLogic Systems
development group at Synopsis, Inc. from December 1997 to October 1998. From
May 1995 to December 1997, Mr. Herman was the President and Chief Executive
Officer of ViewLogic. Mr. Herman currently serves on the board of directors of
ViewLogic. Mr. Herman holds a B.S. in computer science from Temple University.

Meetings of the Board of Directors

During the fiscal year ended December 27, 1998, the Board of Directors held
nine (9) meetings and acted by written consent on three (3) occasions. No
director serving on the Board during 1998 attended fewer than 75% of the
aggregate of such meetings of the Board and the Committees of the Board on
which he or she served.

The Company does not have a standing Nominating Committee, but does have an
Audit Committee and a Compensation Committee.

The Audit Committee's function is to review with the Company's independent
accountants and manage the annual financial statements and independent
accountants' opinion, review the scope and results of the examination of the
Company's financial statements by the independent accountants, approve all
professional services and related fees performed by the independent
accountants, recommend the retention of the independent accountants to the
Board, subject to ratification by the stockholders, and periodically review
the Company's accounting policies and internal accounting and financial
controls. The members of the Audit Committee were Mr. Rowberry and Mr. Kinion.
During the fiscal year ended December 27, 1998, the Audit Committee held three
(3) meetings.

The Compensation Committee's function is to review and approve salary levels
and stock option grants. The members of the Compensation Committee are Messrs.
Rowberry and Kinion. During the fiscal year ended December 27, 1998, the
Compensation Committee held eleven (11) meetings and acted by written consent
on one (1) occasion. For additional information concerning the Compensation
Committee, see "EXECUTIVE COMPENSATION AND OTHER MATTERS--Compensation
Committee Interlocks and Insider Participation in Compensation Decisions" and
"COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION."

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED HEREIN.

MANAGEMENT

Executive Officers

The executive officers of the Company as of March 31, 1999 are as follows:

Name Position With the Company Age
- ---- ------------------------- ---

Brenda C. Rhodes........ Chief Executive Officer and Chairman of the Board 46
Paul H. Bartlett........ President and Director 38
Martin A. Kropelnicki... Vice President, Chief Financial Officer and Secretary 32
Rita S. Hazell.......... Senior Vice President, R&D Contract Services 32
Craig J. Silverman...... Vice President, Permanent Placement 38

Brenda C. Rhodes co-founded the Company and has been a director since the
Company's incorporation in 1991. From December 1992 to the present, Ms. Rhodes
has served as Chief Executive Officer of the Company. Ms. Rhodes also served
as President and Assistant Secretary of the Company from December 1991 to
October 1996 and from December 1991 to September 1996, respectively. From
August 1981 to June 1987, Ms. Rhodes was general manager of a Snelling &
Snelling franchise, a personnel services company.

Paul H. Bartlett has been a director of the Company since January 1996 and
joined the Company in October 1996 as President. Prior to joining the Company,
Mr. Bartlett was affiliated with the Sprout Group, a venture capital firm,
from February 1991 until October 1996, having served as a general partner
before joining the Company. Mr. Bartlett received an A.B. degree in economics
from Princeton University and an M.B.A. degree from the Stanford Graduate
School of Business.

Martin A. Kropelnicki joined the Company in February 1997 as Vice President,
Chief Financial Officer and Secretary. Prior to joining the Company, Mr.
Kropelnicki was a Director at Deloitte & Touche Consulting Group-ICS, a
consulting firm, from February 1996 to February 1997. From June 1989 to
February 1996, Mr. Kropelnicki held various positions, most recently as a
Director in the financial organization at Pacific Gas & Electric Company, a
natural gas and electric utility. Mr. Kropelnicki holds a B.A. degree and an
M.A. degree in business economics from San Jose State University.

Rita S. Hazell has served as Senior Vice President, R&D Contract Services
since April 1996. Prior to assuming her current position, Ms. Hazell served in
a variety of positions, including Director, R&D Contract Services and Manager,
R&D Contract Services, since joining the Company in September 1993. From
November 1987 to September 1993, Ms. Hazell served as a manager for Oxford &
Associates, Inc., a technical contract services firm.

Craig J. Silverman joined the Company in April 1996 as Vice President,
Permanent Placement. Prior to joining the Company, Mr. Silverman served as
Vice President, Sales at Strategic Mapping, Inc., a software development
company, from September 1989 to February 1996.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of March 31, 1999
except where noted, with respect to the beneficial ownership of the Company's
Common Stock by (i) all persons known by the Company to be the beneficial
owners of more than 5% of the outstanding Common Stock of the Company, (ii)
each director and director-nominee of the Company, (iii) each person named in
the Summary Compensation Table, and (iv) all executive officers and directors
of the Company as a group.

Beneficial ownership has been determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934 (the "Exchange Act"). Under this rule,
certain shares may be deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the power to dispose of
the shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire shares (for example, upon
exercise of an option) within 60 days of the date as of which the information
is provided; in computing the percentage ownership of any person, the amount
of shares is deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of these acquisition rights. As a
result, the percentage of outstanding shares of any person as shown in the
following table does not necessarily reflect the person's actual voting power
at any particular date.

Number Percentage
Name and Address of Beneficial Owners (1) of Shares of Class
- ----------------------------------------- --------- ----------

Brenda C. Rhodes (2)..................................... 1,501,995 15.6
Chief Executive Officer and Chairman of the Board
185 Berry Street, Suite 6440
San Francisco, CA 94107
Todd J. Kinion........................................... 1,575,084 16.4
Director
185 Berry Street, Suite 6440
San Francisco, CA 94107
Virgil L. Hall........................................... 803,050 8.4
Investor
185 Berry Street, Suite 6440
San Francisco, CA 94107
Paul H. Bartlett (3)..................................... 974,209 9.2
President and Director
185 Berry Street, Suite 6440
San Francisco, CA 94107
Martin A. Kropelnicki (4)................................ 175,000 1.8
Vice President, Chief Financial Officer and Secretary
185 Berry Street, Suite 6440
San Francisco, CA 94107
Rita S. Hazell (5)....................................... 36,499 *
Craig J. Silverman (6)................................... 50,333 *
Jon H. Rowberry (7)...................................... 27,500 *
Director
185 Berry Street, Suite 6440
San Francisco, CA 94107
Will Herman (8).......................................... 5,833 *
Director
185 Berry Street, Suite 6440
San Francisco, CA 94107
Executive officers and directors as a group (8 persons)
(9)..................................................... 4,346,453 40.1

- --------
* Less than 1%

(1) Percentage of beneficial ownership is calculated assuming 9,603,356 shares
of Common Stock were outstanding on March 31, 1999. This percentage also
includes Common Stock of which such individual or entity has the right to
acquire beneficial ownership within 60 days of March 31, 1999, including
but not limited to the exercise of an option; however, such Common Stock
shall not be deemed outstanding for the purpose of computing the percentage
owned by any other individual or entity. Except as indicated in the
footnotes to this table, the Company believes that the persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them, subject to community
property laws, where applicable.
(2) Includes 66,666 shares held by Ms. Rhodes' daughters.
(3) Includes 974,000 shares subject to stock options that are currently
exercisable or will become exercisable within 60 days of March 31, 1999.
(4) Represents shares subject to stock options that are currently exercisable
or will become exercisable within 60 days of March 31, 1999.
(5) Includes 11,999 shares subject to stock options that are currently
exercisable or will become exercisable within 60 days of March 31, 1999.
(6) Includes 30,833 shares subject to stock options that are currently
exercisable or will become exercisable within 60 days of March 31, 1999.
(7) Includes 25,000 shares subject to stock options that are currently
exercisable or will become exercisable within 60 days of March 31, 1999.
(8) Represents shares subject to stock options that are currently exercisable
or will become exercisable within 60 days of March 31, 1999.
(9) Includes 1,222,665 shares subject to stock options that are currently
exercisable or will become exercisable within 60 days of March 31, 1999.

EXECUTIVE COMPENSATION AND OTHER MATTERS

The following table sets forth information concerning the compensation of
the Chief Executive Officer of the Company and the four other most highly
compensated executive officers of the Company as of December 27, 1998 whose
total salary and bonus for the fiscal year ended December 27, 1998 exceeded
$100,000, in all cases for services rendered in all capacities to the Company
during the fiscal years ended 1998, 1997 and 1996:

SUMMARY COMPENSATION TABLE

Long Term
Compensation
Annual Compensation (1) Awards
------------------------------- ------------
Securities
Underlying
Name and Principal Position Year Salary ($)(2) Bonus ($) Options (#)
- --------------------------- ---- ------------- --------- ------------

Brenda C. Rhodes.................. 1998 $259,992 $210,000 --
Chief Executive Officer and 1997 269,459 0 --
Chairman of the Board 1996 313,231 60,000 --

Paul H. Bartlett.................. 1998 240,000 140,000 --
President and Director 1997 240,000 50,000 --
1996(3) 51,846 26,000 974,000

Martin A. Kropelnicki............. 1998 156,573 52,000 --
Vice President, Chief Financial 1997(4) 130,192 51,666 175,000
Officer and Secretary 1996 -- -- --

Rita S. Hazell.................... 1998 125,000 90,325 15,000
Senior Vice President, R&D 1997 123,220 145,494 40,000
Contract Services 1996(5) 85,500 109,229 --

Craig J. Silverman................ 1998 125,000 86,503 15,000
Vice President, Permanent 1997 96,667 83,070 20,000
Placement 1996(6) 63,750 65,162 50,000

- --------
(1) The aggregate amount of all other compensation in the form of perquisites
and other personal benefits does not exceed the lesser of either $50,000
or 10% of the total annual salary and bonus for each officer.
(2) Salary includes amounts deferred under the Company's 401(k) Plan.
(3) Mr. Bartlett joined the Company as President in October 1996.
(4) Mr. Kropelnicki joined the Company as Vice President, Chief Financial
Officer and Secretary in February 1997.
(5) Ms. Hazell joined the Company in September 1993 and has served as Vice
President, R&D Contract Services since April 1996.
(6) Mr. Silverman joined the Company as Vice President, Permanent Placement in
April 1996.

The following table provides the specified information concerning grants of
options to purchase the Company's Common Stock made during the fiscal year
ended December 27, 1998 to the persons named in the Summary Compensation
Table:

OPTION GRANTS IN LAST FISCAL YEAR

Individual Grants
------------------------------------------
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of
Securities Options Stock Price
Underlying Granted to Appreciation for
Options Employees Exercise Option Term (3)
Granted in Fiscal Price Expiration --------------------
Name (#) (1) Year (2) ($/Sh) Date 5% ($) 10% ($)
---- ---------- ---------- -------- ---------- --------- ----------

Brenda C. Rhodes........ 0 -- -- -- -- --
Paul H. Bartlett........ 0 -- -- -- -- --
Martin A. Kropelnicki
(4).................... 0 -- -- -- -- --
Rita S. Hazell (4)...... 15,000(5) 2.7% $6.125 8/20/08 $ 57,780 $ 146,425
Craig J. Silverman (4).. 15,000(5) 2.7 6.125 8/20/08 57,780 146,425

- --------
(1) All options were granted at an exercise price equal to the fair market
value of the Common Stock on the date of grant. The exercise price may be
paid in cash, in shares of Common Stock valued at fair market value on the
exercise date or through a cashless exercise procedure involving a same-
day sale of the purchased shares. The Company may also finance the option
exercise by loaning the optionee sufficient funds to exercise the option
and pay any withholding taxes incurred upon exercise.
(2) A total of 548,550 options were granted during the fiscal year ended
December 27, 1998.
(3) Potential gains are net of exercise price, but before taxes associated
with the exercise. These amounts represent hypothetical gains assuming
rates of appreciation specified by the Securities and Exchange Commission,
and do not represent the Company's estimate or projection of future Common
Stock prices. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Company, overall market
conditions and the optionees' continued employment through the vesting
period. The amounts reflected in this table may not be achieved.
(4) On January 21, 1999, Messrs. Kropelnicki and Silverman and Ms. Hazell were
granted option shares at an exercise price equal to the fair market value
of the Common Stock on the grant date, $7.375 per share: Mr. Kropelnicki
25,000 option shares; Mr. Silverman and Ms. Hazell each, 50,000 option
shares. The optionees become vested in 25% of the option shares upon the
completion of one year of service and the balance of the option shares in
equal monthly installments over the next 36 months of service.
(5) The optionees become vested in 20% of the option shares upon the
completion of one year of service and the balance of the option shares in
equal monthly installments over the next 48 months of service.

The following table provides the specified information concerning exercises
of options to purchase the Company's Common Stock during the fiscal year ended
December 27, 1998, and unexercised options held as of December 27, 1998, by
the persons named in the Summary Compensation Table:

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired on Options at 12/27/98 (#) at 12/27/98 ($) (1)
Exercise Value -------------------------- -------------------------
Name (#) Realized ($) (2) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ---------------- ----------- ------------- ----------- -------------

Brenda C. Rhodes........ -- -- -- -- -- --
Paul H. Bartlett........ -- -- 974,000(3) -- $3,043,750 --
Martin A. Kropelnicki... -- -- 175,000(4) -- -- --
Rita S. Hazell.......... 26,000 $401,700 10,000 69,000 -- 15,000
Craig J. Silverman...... 22,000 101,250 29,833(5) 30,667 143,438 15,000

- --------
(1) Based on the closing price of $7.125 on the last trading day prior to
Sunday, December 27, 1998, less exercise price.
(2) Market price on date of exercise, less exercise price.
(3) The option is immediately exercisable, subject to certain repurchase
rights of the Company. Mr. Bartlett is vested in 720,760 of such option
shares and will vest in the balance of the option shares in a series of 12
equal monthly installments commencing January 1, 1999. See "Employment and
Change in Control Arrangements."
(4) The options for 175,000 option shares are immediately exercisable, subject
to certain repurchase rights of the Company. The repurchase right lapses
as to 20% of the option shares upon the completion of one year of service
and as to the balance of the option shares in 48 equal monthly
installments upon the completion of each month of service thereafter. The
repurchase right has lapsed as to 64,166 of such option shares as of
December 27, 1998.
(5) 17,709 of the option shares are immediately exercisable but remain subject
to certain repurchase rights of the Company that lapse in equal monthly
installments upon the completion of each of the next 15 months of service.

Employment and Change in Control Arrangements

In March 1997, the Company entered into an employment agreement with Brenda
C. Rhodes, which provides for a base salary of $260,000. Ms. Rhodes is also
eligible for an annual bonus subject to a maximum limitation of 75% of her
annual base salary. Either the Company or Ms. Rhodes may terminate Ms. Rhodes'
employment with the Company at any time by giving the other party 30 days
prior written notice. If Ms. Rhodes is terminated other than for cause or is
constructively discharged, and provided that she does not engage in certain
competitive activities, Ms. Rhodes will receive her base salary for an
additional 24 months from the date of termination, and the Company will pay
for her COBRA continuation coverage until the date that is the earlier of 12
months after her termination or the date on which her COBRA eligibility
ceases. The employment agreement is for an unspecified term and terminates
when all obligations of the parties thereto have been satisfied.

In October 1996, the Company entered into an employment agreement with Paul
H. Bartlett. The employment agreement is for an unspecified term and
terminates when all obligations of the parties thereto have been satisfied.
Under the agreement, Mr. Bartlett will be employed as the Company's President,
reporting to its Chief Executive Officer. The agreement provides for an annual
base salary of $240,000. Mr. Bartlett is also eligible for an annual bonus,
subject to a maximum limitation of 75% of his annual base salary. In addition,
the Company granted to Mr. Bartlett an immediately exercisable stock option to
purchase 974,000 shares of

Common Stock at an exercise price of $4.00 per share, subject to certain
repurchase rights of the Company. Mr. Bartlett is 50% vested in such shares
and will vest in the balance of the shares in a series of 24 monthly
installments commencing January 1, 1998. In addition, all unvested option
shares automatically vest upon the occurrence of certain events, including a
merger of the Company after which 50% or less of the surviving corporation's
voting securities are owned by the Company's stockholders, a sale by the
Company of all or substantially all of its assets, or a constructive discharge
of Mr. Bartlett. Either the Company or Mr. Bartlett may terminate Mr.
Bartlett's employment with the Company at any time by giving the other party
30 days prior written notice. If Mr. Bartlett is terminated other than for
cause or disability, or if Mr. Bartlett is constructively discharged, Mr.
Bartlett will receive his salary for an additional 12 months from the date of
termination, provided he does not engage in certain competitive activities.
Under the employment agreement, the Company will nominate Mr. Bartlett for
election as a member of its Board of Directors as long as he remains employed,
and Brenda C. Rhodes has agreed to cause her shares of the Company's stock to
be voted in favor of Mr. Bartlett's election.

The terms of the Company's 1997 Stock Option Plan (the "1997 Plan") provide
that in the event the Company is acquired by merger, consolidation or asset
sale, each option outstanding at the time under the 1997 Plan will terminate
to the extent not assumed by the acquiring entity. In addition, the plan
administrator generally has the discretion to accelerate the vesting of
options.

Compensation of Directors

Under the automatic option grant program of the Company's 1997 Stock Option
Plan, each individual who first joins the Board of Directors of the Company as
a non-employee director after August 12, 1997 will receive at that time, an
automatic option grant for 20,000 shares of Common Stock. The optionee will
vest in the automatic option grant in a series of four annual installments
over the optionee's period of Board service, beginning one year from the grant
date. Each option will have an exercise price equal to the fair market value
of the Common Stock on the automatic option grant date and a maximum term of
ten years, subject to earlier termination following the optionee's cessation
of Board service. In addition, outside directors receive an annual retainer of
$15,000 and $1,000 for each meeting attended in person.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

Messrs. Rowberry and Kinion served as members of the Board of Directors'
Compensation Committee during 1998. Neither Mr. Rowberry nor Mr. Kinion was an
officer or employee of the Company at any time during 1998 or at any other
time since August 1996. No executive officer of the Company served as a member
of the board of directors or compensation committee of any entity that had one
or more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee.

Certain Relationships and Related Transactions

In August 1996, the Company granted to Rita S. Hazell, Senior Vice
President, R&D Contract Services, a loan in the principal amount of $100,000
plus interest at 6.74%. Such loan is secured by a deed of trust in favor of
the Company on the real property purchased partially with such borrowed funds.
The outstanding balance on the loan as of March 31, 1999 is $50,000. The
principal amount of the loan and any accrued interest thereon will be forgiven
by the Company ratably over four years so long as Ms. Hazell remains employed
by the Company. In August 1998, principal in the amount of $25,000 and
interest in the amount of $5,055 were forgiven.

In September 1998, the Company granted to Craig J. Silverman, Vice
President, Permanent Placement, a loan in the principal amount of $100,000
plus interest at 6.74%. Such loan is secured by 17,000 shares of Common Stock
and any additional shares of Common Stock that Mr. Silverman purchases
pursuant to option exercises. The outstanding balance on the loan as of March
31, 1999 is $100,000. The principal amount of the loan and any accrued
interest thereon will be forgiven by the Company ratably over four years on
each anniversary of the date of the loan, so long as Mr. Silverman remains
employed by the Company. No principal and interest have been forgiven as of
the end of fiscal 1998.

In January 1999, the Company granted to Brenda C. Rhodes, Chief Executive
Officer, a loan in the principal amount of $2,000,000 plus interest at the
rate of the Company's cost of borrowing plus 1/8% per annum, compounded
monthly. Such loan is secured by 1,000,000 shares of the Company's Common
Stock. The outstanding balance on the loan as of March 31, 1999 is $2,000,000.
The principal amount of the loan and any accrued interest thereon will be due
and payable three years from the date of the loan agreement.

In October 1996, the Company entered into a settlement agreement and general
release with Todd J. Kinion, a former officer and a current director of the
Company, which obligates the Company to make monthly payments of $9,033 to him
until the earlier of February 29, 1998 or the occurrence of certain events. A
lump sum payment of $11,239, representing full payment of all unpaid bonus
obligations and business expense reimbursements, was made to Mr. Kinion in
connection with the settlement agreement.

The Company has entered into indemnification agreements with each of its
officers and directors containing provisions that may require the Company,
among other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as officers or
directors (other than liabilities arising from willful misconduct of a
culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified and to obtain
directors' and officers' liability insurance if available on reasonable terms.
The Company maintains an insurance policy covering officers and directors
under which the insurer has agreed to pay the amount of any claim made against
the officers or directors of the Company for wrongful acts that such officers
or directors may otherwise be required to pay or for which the Company is
required to indemnify such officers and directors, subject to certain
exclusions.

See "Employment and Change in Control Arrangements" for descriptions of
agreements regarding the employment of Ms. Rhodes and Mr. Bartlett.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors was comprised of two
members during 1998, Messrs. Rowberry and Kinion. Mr. Rowberry was not an
officer or employee of the Company at any time during 1998 or at any other
time. Mr. Kinion was a former officer of the Company but was not an officer or
employee of the Company during 1998 or 1997. The Compensation Committee is
responsible for setting and administering policies governing compensation of
the Company's executive officers, including the Company's 1997 Stock Option
Plan. In addition, the Compensation Committee reviews compensation levels of
other management level employees, evaluates the performance of management and
reviews other compensation-related issues.

Compensation Philosophy

The Company applies a consistent compensation philosophy for all of its
employees, including its executive officers. The Company's compensation policy
is designed to enable the Company to attract, retain and reward executive
officers who are likely to contribute to the long-term success of the Company.
The Compensation Committee also believes that a strong correlation should
exist between executive compensation, business objectives and overall Company
performance.

In preparing the performance graph for this Proxy Statement, the Company has
selected the Standard & Poor's 500 Index ("S&P 500 Index"). The companies that
the Company uses for comparison of salary and compensation information are not
necessarily those included in the S&P 500 Index, because they were determined
not to be competitive with the Company for executive talent or because
compensation information was not available.

Components of Compensation

There are three components of the Company's executive compensation program
that support the goal of aligning compensation with the value created for the
Company's stockholders while providing incentives to further the Company's
strategic objectives.

Salary

The Compensation Committee strives to offer salaries to its executive
officers that are competitive with salaries offered by companies of similar
size and capitalization in a similar industry. Base salaries are reviewed on
an annual basis and are subject to adjustment based upon the individual's
contribution to the Company and changes in salary levels offered by comparable
companies. In determining executive officers' salaries, the Compensation
Committee considers information provided by the Company's Chief Executive
Officer with respect to individual officer responsibilities and performance,
as well as salary surveys and similar data available from independent sources.

Bonuses

For fiscal 1998, annual incentive bonuses for the Chief Executive Officer
and the other officers named in the Summary Compensation Table were based upon
the following three components: (i) the Company's targeted net income, (ii)
earnings per share estimates for fiscal 1998 and (iii) individual performance.
The Compensation Committee reviews performance goals and, based on the
components described above, each executive officer's employment arrangement
sets forth certain target thresholds. These target thresholds are set on an
annual basis. The actual performances of the Company and the executive officer
are evaluated to determine the percentage used to calculate the bonus at the
end of the year, with the size of the bonus varying between 0% and 100% of the
target award. Target awards for each executive officer in fiscal 1998 were set
in relation to such officer's base salary.

Equity Incentives

The Compensation Committee believes that employee equity ownership is highly
motivating, provides a major incentive to employees in building stockholder
value and serves to align the interests of employees with the interests of the
Company's stockholders. In determining the amount of equity compensation to be
awarded to executive officers in any fiscal year, the Compensation Committee
considers the position of the officer, the current stock ownership of the
officer, the number of shares that continue to be subject to vesting under
outstanding options and the expected future contribution of the officer to the
Company's performance, giving primary weight to the officer's position and his
expected future contributions. In addition, the Compensation Committee
compares the stock ownership and options held by each officer with the other
officers' equity positions and the officer's experience and value to the
Company.

Option grants during 1998 are described under the heading "EXECUTIVE
COMPENSATION AND OTHER MATTERS" in the table entitled "Option Grants in Last
Fiscal Year." In 1998, Ms. Rhodes and Messrs. Bartlett and Kropelnicki were
not granted any options to purchase shares of the Company's Common Stock.

CEO Compensation

The annual base salary for Ms. Rhodes, the Company's Chief Executive
Officer, was established in March 1998 pursuant to an employment agreement
with the Company. Ms. Rhodes' base salary is intended to be competitive with
that paid to executives at comparable companies in the same industry and to
reflect her personal performance for the Company. The factors that the
Compensation Committee considered in setting her annual base salary were (i)
corporate performance, (ii) earnings per share and net income and (iii)
individual performance. In addition, the Compensation Committee believes that
an important portion of her compensation should be based on Company
performance.

Deductibility of Executive Compensation

The Company has considered Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), and related regulations that restrict the
deductibility for federal income tax purposes of compensation

paid to the Chief Executive Officer and each of the four other most highly
compensated executive officers at the end of any fiscal year to the extent
such compensation exceeds $1,000,000 for any of such officer in any year,
other than compensation that qualifies for an exception under the Code or
regulations. The Compensation Committee does not believe that other components
of the Company's compensation will be likely to exceed $1,000,000 annually for
any executive officer in the foreseeable future and, therefore, concluded that
no further action with respect to qualifying such compensation for federal
income tax deductibility was necessary at this time. In the future, the
Compensation Committee will continue to evaluate the advisability of
qualifying its executive compensation for such deductibility. The Compensation
Committee's policy is to qualify its executive compensation for deductibility
under applicable tax laws as practicable.

COMPENSATION COMMITTEE

Jon H. Rowberry
Todd J. Kinion

COMPARISON OF STOCKHOLDER RETURN

Set forth below is a line graph comparing the annual percentage change in
the cumulative total return on the Company's Common Stock with the cumulative
total return of a peer group comprised of comparable companies in the same
industry traded on the Nasdaq Stock Market ("Peer Group Index") and the
Standard & Poor's 500 Stock Index ("S&P 500 Index") for the period commencing
on August 5, 1997/1/ and ending on December 31, 1998. With respect to
companies in the Peer Group, the returns of each such company have been
weighted to reflect relative stock market capitalization. The Companies
included in the Peer Group Index in addition to the Company were as follows:
Accustaff Inc., Adecco S A c/o AdeccoServices, Inc., Alternative Resources
Corp., Analysts International Corporation, ASI Solutions Incorporated, Butler
International, Inc., Corestaffinc, Cotelligent Group Inc., Data Processing
Resources Corporation, EmployeeSolutions, Inc., Kelly Services, Inc. Manpower
Inc. Wis, Metamor Worldwide Inc., Metro Information Services, Inc., Modis
Professional MPS, Norrell Corp, Olsten Corp, OnAssignment, Inc.,
RemedyTemp,Inc., Renaissance Worldwide Inc., Robert Half Intl Inc., Romac
International, Inc., Team America Corporation, Volt Info Sciences Inc.,
Western Staff Services, Inc. and Winston Resources Inc. Stockholder returns
over the indicated period are based on historical data and the Company
cautions that the stock price performance shown in the graph is not indicative
of, nor intended to forecast, the potential future performance of the
Company's Common Stock.

Comparison of Cumulative Total Return From August 5, 1997 through December 31,
1998/2/:

Hall, Kinion & Associates, Inc., Peer Group Index and S&P 500 Index

[PERFORMANCE GRAPH APPEARS HERE]

August 5, 1997 Dec. 31, 1997 Dec. 31, 1998
-------------- ------------- -------------

Hall Kinion.......................... $100 $145.83 $46.67
Peer Group Index..................... 100 87.74 86.49
S&P 500 Index........................ 100 102.43 131.70

- --------
/1/ The Company's initial public offering occurred on August 8, 1997. For
purposes of this presentation, the Company has assumed that its initial
offering price of $15.00 would have been the closing sales price on the
day prior to commencement of trading.
/2/ Assumes that $100.00 was invested on August 5, 1997 in the Company's
Common Stock at the Company's initial offering price of $15.00 and at the
closing sales price for each index on that date and that all cash
dividends were reinvested. No cash dividends have been declared on the
Company's Common Stock.

Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended or the
Securities Exchange Act of 1934, as amended, that might incorporate this Proxy
Statement or future filings made by the Company under those statutes, the
Compensation Committee Report and the Stock Performance Graph are not deemed
filed with the Securities and Exchange Commission and shall not be deemed
incorporated by reference into any of those prior filings or into any future
filings made by the Company under those statutes.

PROPOSAL NO. 2--RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors of the Company has selected Deloitte & Touche LLP as
independent accountants to audit the financial statements of the Company for
the fiscal year ending January 2, 2000. Deloitte & Touche LLP has acted in
such capacity since its appointment during the fiscal year ended December
1992. A representative of Deloitte & Touche LLP is expected to be present at
the Annual Meeting with the opportunity to make a statement if the
representative desires to do so, and is expected to be available to respond to
appropriate questions.

Vote Required and Board of Directors' Recommendation

The affirmative vote of a majority of the votes cast at the Annual Meeting,
at which a quorum representing a majority of all outstanding shares of Common
Stock of the Company is present and voting, either in person or by proxy, is
required for approval of this proposal. Abstentions and broker non-votes will
each be counted as present for purposes of determining the presence of a
quorum, but will not be counted as having been voted on the proposal. THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING JANUARY 2, 2000.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The members of the Board of Directors, the executive officers of the Company
and persons who hold more than 10% of the Company's outstanding Common Stock
are subject to the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934, as amended, which require them to file reports with
respect to their ownership of the Company's Common Stock and their
transactions in such Common Stock. Based upon (i) the copies of Section 16(a)
reports that the Company received from such persons for the 1998 fiscal year
transactions in the Common Stock and their Common Stock holdings and (ii) the
written representations received from one or more of such persons that no
annual Form 5 reports were required to be filed by them for the 1998 fiscal
year, the Company believes that all reporting requirements under Section 16(a)
for such fiscal year were met in a timely manner by its executive officers,
Board members and greater than ten-percent stockholders, except for one late
Form 4 filing for Ms. Rhodes for one transaction and one late Form 5 filing
for Ms. Rhodes for four gift transactions.

STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING

Proposals of stockholders intended to be presented at the next Annual
Meeting of the Stockholders of the Company must be received by the Company at
its offices at 185 Berry Street, Suite 6440, San Francisco, California 94107,
not later than December 17, 1999, and satisfy the conditions established by
the Securities and Exchange Commission for stockholder proposals to be
included in the Company's proxy statement for that meeting.

TRANSACTION OF OTHER BUSINESS

At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the meeting
is as set forth above. If any other matter or matters are properly brought
before the meeting, or any adjournment thereof, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their best judgment.

By Order of the Board of Directors

Martin A. Kropelnicki
Secretary

San Francisco, California
April 20, 1999

THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.

P HALL, KINION & ASSOCIATES, INC.

R Annual Meeting of Stockholders, May 14, 1999

O This Proxy is Solicited on Behalf of the Board of Directors of
Hall, Kinion & Associates, Inc.
X

The undersigned revokes all previous proxies, acknowledges receipt of
the Notice of the Annual Meeting of Stockholders to be held on May 14, 1999 and
the Proxy Statement and appoints Paul H. Bartlett and Martin A. Kropelnicki, and
each of them, the Proxy of the undersigned, with full power of substitution, to
vote all shares of Common Stock of Hall, Kinion & Associates, Inc. (the
"Company") which the undersigned is entitled to vote, either on his or her own
behalf or on behalf of any entity or entities, at the Annual Meeting of
Stockholders to be held at the San Francisco Marriott, 55 Fourth Street, San
Francisco, California on May 14, 1999, at 9.00 a.m. local time and at any
adjournment or postponement thereof (the "Annual Meeting"), with the same force
and effect as the undersigned might or could do if personally present thereat.
The shares represented by this Proxy shall be voted in the manner set forth on
the reverse side.

-------------
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
-------------

[X] Please mark votes
as in this example

The Board of Directors recommends a vote FOR each of the nominees listed below
and a vote FOR the other proposals. This Proxy, when properly executed, will be
voted as specified below. This Proxy will be voted FOR the election of the
nominees listed below and FOR the other proposals if no specification is made.

I- To elect the following directors 2. To ratify the appointment FOR AGAINST ABSTAIN
to serve for a term ending upon the of Deloitte & Touche LLP [_] [_] [_]
2002 Annual Meeting of Stockholders as the Company's independent
or until their successors are elected accountants for the fiscal
and qualified: year ending January 2, 2000.

Nominees: Paul H. Bartlett and Todd J. Kinion

FOR WITHHOLD 3. To transact such other business as may properly come before the Annual
ALL [_] [_] AUTHORITY Meeting and at any adjournment of postponement thereof.
NOMINEES TO VOTE FOR
ALL NOMINEES

MARK HERE
FOR ADDRESS [_]
[_] ______________________________________ CHANGE AND
For all nominees, except for any nominee(s) NOTE AT LEFT
whose name is written in the space
provided above.
Please sign your name.
Signature:_______________________________________ Date:______________________
Signature:_______________________________________ Date:______________________