SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

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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 under Rule 14a-12

Castelle
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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)(1) 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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|_| 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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CASTELLE
855 Jarvis Drive, Suite 100
Morgan Hill, CA 95037

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 7, 2001

TO THE SHAREHOLDERS OF CASTELLE:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
CASTELLE, a California corporation (the "Company"), will be held on Wednesday,
November 7, 2001 at 1:30 p.m. local time at the Company's corporate offices
located at 855 Jarvis Drive, Suite 100, Morgan Hill, California for the
following purposes:

1. To elect directors to serve for the ensuing year and until their
successors are elected.

2. To ratify the selection of PricewaterhouseCoopers LLP as independent
auditors of the Company for its fiscal year ending December 31, 2001.

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

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

The Board of Directors has fixed the close of business on September 14,
2001, as the record date for the determination of shareholders entitled to
notice of and to vote at this Annual Meeting and at any adjournment or
postponement thereof.

By Order of the Board of Directors

/s/ Paul Cheng
Paul Cheng
Chief Financial Officer and Secretary

Morgan Hill, California
September 26, 2001

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ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
--------------------------------------------------------------------------------

CASTELLE
855 Jarvis Drive, Suite 100
Morgan Hill, CA 95037

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS

NOVEMBER 7, 2001

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed proxy is solicited on behalf of the Board of Directors of
CASTELLE, a California corporation (the "Company"), for use at the Annual
Meeting of Shareholder to be held on November 7, 2001, at 1:30 p.m. local time
(the "Annual Meeting"), or at any adjournment or postponement thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting. The
Annual Meeting will be held at the Company's corporate offices, located at 855
Jarvis Drive, Suite 100, Morgan Hill, California. The Company intends to mail
this proxy statement and accompanying proxy card on or about September 26, 2001
to all shareholders entitled to vote at the Annual Meeting.

SOLICITATION

The Company will bear the entire cost of solicitation of proxies,
including preparation, assembly, printing and mailing of this proxy statement,
the proxy card and any additional information furnished to shareholders. Copies
of solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of Common Stock
beneficially owned by others to forward to such beneficial owners. The Company
may reimburse persons representing beneficial owners of Common Stock for their
costs of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or other
regular employees for such services.

VOTING RIGHTS AND OUTSTANDING SHARES

Only holders of record of Common Stock at the close of business on
September 14, 2001 will be entitled to notice of and to vote at the Annual
Meeting. At the close of business on September 14, 2001, the Company had
outstanding and entitled to vote 4,744,795 shares of Common Stock.

Each holder of record of Common Stock on such date will be entitled to
one vote for each share held on all matters to be voted upon. With respect to
the election of directors, shareholders may exercise cumulative voting rights.
Under cumulative voting, each holder of Common Stock will be entitled to five
votes for each share held. Each shareholder may give one candidate, who has been
nominated prior to voting, all the votes such shareholder is entitled to cast or
may distribute such votes among as many such candidates as such shareholder
chooses. However, no shareholder will be entitled to cumulate votes unless the
candidate's name has been placed in nomination prior to the voting and at least
one shareholder has given notice at the meeting, prior to the voting, of his or
her intention to cumulate votes. Unless the proxyholders are otherwise
instructed, shareholders, by means of the accompanying proxy, will grant the
proxyholders discretionary authority to cumulate votes.

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. Abstentions and broker non-votes are counted
towards a quorum but are not counted for any purpose in determining whether a
matter is approved.

REVOCABILITY OF PROXIES

Any person giving a proxy pursuant to this solicitation has the power
to revoke it at any time before it is voted. It may be revoked by filing with
the Secretary of the Company at the Company's principal executive office, 855
Jarvis Drive, Suite 100, Morgan Hill, California 95037, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.

SHAREHOLDER PROPOSALS

The Company anticipates that the Company's 2002 Annual Meeting of
Shareholders will be held on a date significantly earlier in the year than the
2001 Annual Meeting of Shareholders. Although no date has yet been established,
the Company expects the 2002 Annual Meeting to be held on or about May 15, 2002
and that proxy statements will be mailed on or about April 8, 2002. Accordingly,
the deadline for submitting a shareholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2002 Annual
Meeting of Shareholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission is December 10, 2001. Unless a shareholder who wishes to bring a
matter before the shareholders at the Company's 2002 Annual Meeting of
Shareholders notifies the Company of such matter prior to February 22, 2002,
management will have discretionary authority to vote all shares for which it has
proxies in opposition to such matter.

PROPOSAL 1

ELECTION OF DIRECTORS

There are five nominees for the five Board positions presently
authorized in the Company's Bylaws. Each director to be elected will hold office
until the next annual meeting of shareholders and until his successor is elected
and has qualified, or until such director's earlier death, resignation or
removal. Each nominee listed below is currently a director of the Company,
having been elected by the shareholders and by the Board.

Shares represented by executed proxies will be voted, if authority to
do so is not withheld, for the election of the five nominees named below,
subject to the discretionary power to cumulate votes. In the event that any
nominee should be unavailable for election as a result of an unexpected
occurrence, such shares will be voted for the election of such substitute
nominee as management may propose. Each person nominated for election has agreed
to serve if elected and management has no reason to believe that any nominee
will be unable to serve.

The five candidates receiving the highest number of affirmative votes
cast at the meeting will be elected directors of the Company.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.

NOMINEES

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

NAME AGE POSITION

Donald L. Rich 59 Chairman of the Board, President,
Chief Executive Officer and Director

Peter R. Tierney 56 Director and President and Chief
Executive Officer of
MarketFirst Software Inc.

Robert H. Hambrecht 34 Director and Managing Director of
Equity Capital Markets, W.R.
Hambrecht & Company

Scott C. McDonald 47 Director

Jack Howard 39 Director and principal,
Mutual Securities, Inc.

Set forth below is biographical information for each nominee whose term
of office as a director will continue after the Annual Meeting.

ROBERT H. HAMBRECHT

Mr. Hambrecht has served as a director of the Company since March 1998.
Mr. Hambrecht was a founding partner of W.R. Hambrecht & Company, an investment
banking firm, founded in January 1998, and is presently their Managing Director
of Equity Capital Markets. From April 1996 through January 1998, Mr. Hambrecht
was Vice President of H&Q Venture Partners, a venture capital firm. From January
1994 to March 1996, Mr. Hambrecht was employed by Unterberg Harris, an
investment banking firm, most recently as an associate. Mr. Hambrecht attended
Columbia University from September 1991 through December 1993 where he earned a
master's degree in public administration. Mr. Hambrecht also serves on the Board
of Directors of five privately-held companies.

DONALD L. RICH

Mr. Rich joined the Company in November 1998 and has served as Chief
Executive Officer and President from November 1998 to the present. Mr. Rich
became Chairman of the Board in May 1999. Mr. Rich has served as Chief Financial
Officer from April 1999 to March 2001 and Secretary from February 2000 to March
2001. From January 1997 until November 1998, Mr. Rich was self-employed as a
consultant. From 1993 through 1997, Mr. Rich was Chief Executive Officer and
President of Talarian Corporation, a provider of real-time infrastructure
software for the enterprise and the Internet. Prior to that, he held various
sales and marketing management positions at Integrated Systems, Inc. and
International Business Machines Corporation. Mr. Rich holds a BS degree in
Mechanical Engineering from Purdue University and an MBA from the Stanford
Graduate School of Business.

PETER R. TIERNEY

Mr. Tierney has served as a director of the Company since April 1999.
He has served as President and Chief Executive Officer of MarketFirst Software
Inc., a privately held business focused on delivering software and services in
the emerging field of marketing automation systems since July 1998. Most
recently, Mr. Tierney served as a consultant to Siebel Systems Corporation. From
1991 to 1997, Mr. Tierney served as Chairman, President and CEO of Inference
Corporation, a leading provider of self-service and knowledge management tools
for the customer service and help desk industries. Prior to Inference, as senior
vice president of Oracle Corporation Tierney was responsible for worldwide
marketing and served as a member of the Oracle Management Committee. Earlier in
his career, Mr. Tierney served as vice president of marketing and sales for
Relational Technology (Ingres) Corporation and was director of marketing for the
IBM Northwestern Region. Mr. Tierney also currently serves on the Board of
Directors of MarketFirst Software and The SoftAd Group.

SCOTT C. MCDONALD

Mr. McDonald has served as a director of the Company since April 1999.
From December 1999 to April 2001, Mr. McDonald has served as the Chief Financial
and Administrative Officer at Conxion Corporation, an Internet network and
intellectual property services company providing solutions for e-businesses.
From 1993 to 1997, Mr. McDonald was the senior operating and financial executive
at CIDCO, an innovator in advanced telephony products, serving as Executive Vice
President, Chief Operating Officer, Chief Financial Officer and Secretary. From
1989 to 1993, Mr. McDonald was Chief Financial Officer and Vice President,
Finance & Administration at Integrated Systems, Inc., a provider of embedded
operating software and design automation tools. Prior to 1989, Mr. McDonald held
financial management and investor relations positions with Computer Products,
Inc., Compower Corporation,

Monterey Federal Credit Union and the J.M. Smucker Company. Mr. McDonald
currently serves on the Board of Directors for Digital Power Corporation and
Octant Technologies Inc.

JACK HOWARD

Jack Howard has served as a director of Castelle since January 2001.
Since 1994, Mr. Howard has been a Principal of Mutual Securities, Inc., a
registered broker-dealer. Mr. Howard has served as a director of WebFinancial
Corporation, a commercial and consumer lender, since 1996 and as Vice President
of WebFinancial Corporation since December 1997. Mr. Howard has been the
President of Gateway Industries, Inc., a provider of database development and
website design and development services, since September 1994. Mr. Howard is
also a director of the following publicly held companies: Pubco Corporation, a
printing supplies and construction equipment manufacturer and distributor, and
US Diagnostic Inc., an operator of outpatient diagnostic imaging.

BOARD COMMITTEES AND MEETINGS

During the fiscal year ended December 31, 2000, the Board of Directors
held four meetings and acted by unanimous written consent one time. The Board
has an Audit Committee and a Compensation Committee.

The Audit Committee meets with the Company's independent auditors at
least annually to review the results of the annual audit and discuss the
financial statements, recommends to the Board the independent auditors to be
retained, oversees the independence of the independent auditors, evaluates the
independent auditors' performance and receives and considers the independent
auditors' comments as to controls, adequacy of staff and management performance
and procedures in connection with audit and financial controls. During fiscal
2000, the Audit Committee was composed of two non-employee directors: Messrs.
McDonald and Mr. Hambrecht. Mr. Howard was elected to the Committee in February
2001. It met once during such fiscal year. All members of the Company's Audit
Committee are independent (as independence is defined in Rule 4200(a)(14) of the
NASD listing standards).

The Compensation Committee makes recommendations concerning salaries
and incentive compensation, awards stock options to employees and consultants
under the Company's stock option plans and otherwise determines compensation
levels and performs such other functions regarding compensation as the Board may
delegate. The Compensation Committee is composed of two outside directors:
Messrs. Hambrecht and Tierney. It met once during such fiscal year and acted by
unanimous written consent one time.

During the fiscal year ended December 31, 2000, each Board member
attended 75% or more of the aggregate of the meetings of the Board and of the
committees on which he served, held during the period for which he was a
director or committee member, respectively.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee has the responsibility, under delegated authority
from the Board of Directors, for providing independent, objective oversight of
the Company's corporate accounting and reporting practices as well as the
quality and integrity of the Company's financial statements and reports. The
Audit Committee is composed of three non-employee directors and acts under a
written charter adopted and approved by the Board of Directors. A copy of the
Audit Committee Charter is attached to this Proxy Statement as Appendix A.

Management is responsible for the Company's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's financial statements in
accordance with generally accepted auditing standards and to issue a report
thereon. The Audit Committee's responsibility is to monitor and oversee these
processes.

In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the Audit
Committee that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting

principles, and the Audit Committee has reviewed and discussed the Company's
consolidated financial statements for the fiscal year ended December 31, 2000
with management and the independent accountants. In addition, the Audit
Committee has discussed with the independent auditors the matters required to be
discussed by the Statement on Auditing Standards No. 61, Communication with
Audit Committees, as amended, has received and reviewed the written disclosures
and the letter from the independent public accountants required by Independence
Standard No. 1., Independence Discussions with Audit Committees, as amended, and
has discussed with the independent auditors their independence.

Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the financial statements
referred to above be included in the Company's Annual Report on Form 10-K/A for
the year ended December 31, 2000, filed with the Securities and Exchange
Commission.

Audit Committee of the Board of Directors

ROBERT H. HAMBRECHT
SCOTT C. MCDONALD
JACK HOWARD

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending December 31, 2001 and
has further directed that management submit the selection of independent
auditors for ratification by the shareholders at the Annual Meeting.
PricewaterhouseCoopers LLP has audited the Company's financial statements since
its inception in 1987. Representatives of PricewaterhouseCoopers LLP are
expected to be present at the Annual Meeting, will have an opportunity to make a
statement if they so desire and will be available to respond to appropriate
questions.

Shareholder ratification of the selection of PricewaterhouseCoopers LLP
as the Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of
PricewaterhouseCoopers LLP to the shareholders for ratification as a matter of
good corporate practice. If the shareholders fail to ratify the selection, the
Audit Committee and the Board will reconsider whether or not to retain that
firm. Even if the selection is ratified, the Audit Committee and the Board in
their discretion may direct the appointment of different independent auditors at
any time during the year if they determine that such a change would be in the
best interests of the Company and its shareholders.

The affirmative vote of the holders of a majority of the shares present
in person or represented by proxy and voting at the Annual Meeting (which shares
voting affirmatively also constitute at least a majority of the required quorum)
will be required to ratify the selection of PricewaterhouseCoopers LLP. For
purposes of this vote abstentions and broker non-votes will not be counted for
any purpose in determining whether this matter has been approved.

AUDIT FEES. During the fiscal year ended December 31, 2000, the
aggregate fees for the audit of the Company's financial statements and for the
review of the Company's interim financial statements on Form 10-Q for such
fiscal year was $108,550, of which an aggregate of $43,750 had been billed
through December 31, 2000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. During
the fiscal year ended December 31, 2000, there were no financial information
systems design or implementation fees billed by PricewaterhouseCoopers LLP.

ALL OTHER FEES. During fiscal year ended December 31, 2000, there were
no other professional service fees billed by PricewaterhouseCoopers LLP.

The Audit Committee has determined the rendering all other non-audit
services by PricewaterhouseCoopers LLP is compatible with maintaining the
auditor's independence.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of August 20, 2001 by: (i) each
director and nominee for director; (ii) each of the executive officers named in
the Summary Compensation Table; (iii) all executive officers and directors of
the Company as a group; and (iv) all those known by the Company to be beneficial
owners of more than five percent of its Common Stock.

BENEFICIAL OWNERSHIP(1)
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL
Entities Affiliated with: 581,626 12.3%
Chase Manhattan Corporation (2)
One Bush Street
18th Floor
San Francisco, CA 94104

Tolvusamskipti HF 439,560 9.3%
Kringlunni 19
103 Reykjavik, Iceland

Eric Chen (3) 60,307 1.3%
Paul Cheng (3) 16,874 *
Boris Elpiner (3) 52,868 1.1%
Robert Hambrecht (3) 25,709 *
Ed Heinze (3) 29,582 *
Jack Howard (4) 257,248 5.4%
Scott McDonald (3) 19,998 *
Michael Petrovich (3) 84,582 1.8%
Donald L. Rich (3) 491,684 9.4%
Peter Tierney (3) 19,998 *
All officers and directors as a group(10 persons)(5) 1,058,850 19.1%

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

* Less than one percent.

(1) This table is based upon information supplied by officers, directors
and principal shareholders and Schedules 13D and 13G filed with the
Securities and Exchange Commission (the "SEC"). Unless otherwise
indicated in the footnotes to this table and subject to community
property laws where applicable, the Company believes that each of the
shareholders named in this table has sole voting and investment power
with respect to the shares indicated as beneficially owned. Applicable
percentages are based on 4,744,795 shares outstanding on August 20,
2001, adjusted as required by rules promulgated by the SEC.

(2) Includes 346,849 shares held by H&Q London Ventures, 60,835 shares held
by H&Q Ventures IV, 1,250 shares held by Hamquist, 43,633 shares held
by Hambrecht & Quist Venture Partners and 129,059 shares held by
Hambrecht & Quist California. The entities named above and the
entities' respective general partners, directors, executive officers,
members and/or managers, as applicable, disclaim beneficial ownership
of any securities other than those directly held by such person.

(3) Includes shares of Common Stock subject to options exercisable within
60 days of August 20, 2001 as follows: 55,307 for Mr. Chen, 16,874 for
Mr. Cheng, 51,744 for Mr. Elpiner, 19,789 for

Mr. Hambrecht, 27,082 for Mr. Heinze, 19,998 for Mr. McDonald, 79,582
for Mr. Petrovich, 491,684 for Mr. Rich and 19,998 for Mr. Tierney.

(4) The shares listed are held jointly by Mr. Howard and his wife, Kathy.
Mr. and Mrs. Howard, each acting alone, have the power to vote and
dispose of such shares. Also includes 3,333 shares of Common Stock
subject to options held in Mr. Howard's name solely exercisable within
60 days of August 20, 2001.

(5) Includes the information reflected in the notes above, as applicable.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 2000, all
Section 16(a) filing requirements applicable to the Company's officers,
directors and greater than ten percent beneficial owners were complied with.

EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

Members of the Company's Board of Directors currently receive no cash
compensation from the Company for their services as members of the Board. They
are, however, reimbursed for certain expenses incurred in connection with their
attendance at meetings of the board of directors and committee meetings thereof.

Each non-employee director of the Company receives stock option grants
under the Company's 1995 Non-Employee Directors' Stock Option Plan (the
"Directors' Plan"), as amended. Options granted under the Directors' Plan are
intended by the Company not to qualify as incentive stock options under the
Code.

Option grants under the Directors' Plan are non-discretionary. Upon
initial election to the Company's board of directors, and provided such
individual is not an employee, a person is granted an option to purchase 10,000
shares of Common Stock of the Company. Under the terms of the Directors' Plan as
presently in effect, on April 1 of each year (or the next business day should
such date be a legal holiday), each member of the Company's Board eligible for
participation in the Directors' Plan, without further action by the Company, the
Board or the shareholders of the Company, is automatically granted an option to
purchase 10,000 shares of Common Stock of the Company. The exercise price of
options granted under the Directors' Plan is 100% of the fair market value of
the Common Stock subject to the option on the date of the option grant. Options
granted to members of the board under the Directors' Plan vest in 24 equal
installments, beginning one month after the date of grant provided that the
optionee has, during the entire period prior to such vesting date, continuously
served as a non-employee director of the Company. The term of options granted
under the Directors' Plan is ten years. In the event of a merger of the Company
with or into another corporation or a consolidation, acquisition of assets or
other change-in-control transaction involving the Company, vesting is
accelerated under the Directors' Plan and the option will terminate if not
exercised prior to the consummation of the transaction.

During the last fiscal year, the Company granted options covering
10,000 shares to each of Messrs. Hambrecht, Tierney and McDonald at exercise
prices of $1.9375 per share. The exercise prices were equal to the respective
fair market values of such Common Stock on the date of grant (based upon the
closing sale price reported on the Nasdaq SmallCap Market for the date of
grant). As of August 20, 2001, no options had been exercised under the
Directors' Plan.

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY OF COMPENSATION

The following table shows for the fiscal years ended December 31, 2000,
1999 and 1998, compensation awarded or paid to, or earned by, the Company's
Chief Executive Officer, Chief Financial Officer, and its four other most highly
compensated executive officers at December 31, 2000 whose total annual salary
and bonus exceeded $100,000 (the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------- ------

NAME AND PRINCIPAL FISCAL SALARY ($) BONUS ($)(2) OTHER($) SECURITIES
POSITION(1) YEAR ---------- ------------ -------- UNDERLYING
----------- ---- OPTIONS (#)
-----------

Donald L. Rich 2000 $200,100 $ 94,020 -- --
President, Chairman of the 1999 $200,000 $100,000 -- 200,000
Board, Chief Executive Officer 1998 $ 22,307 $0 -- 300,000
And Director

Eric Chen 2000 $137,965 $ 42,484 -- 30,000
Vice President, Engineering 1999 $120,500 $ 30,000 -- 20,000
1998 $117,904 $ 2,154 -- 0

Paul Cheng 2000 $ 97,191 $ 26,320 -- 45,000
Chief Financial Officer and 1999 -- -- -- --
Secretary 1998 -- -- -- --

Boris Elpiner 2000 $135,100 $ 39,797 -- --
Vice President, Marketing 1999 $ 90,865 $ 18,637 -- 78,000
1998 -- -- -- --

Edward J. Heinze 2000 $ 91,139 $0 $ 44,224 15,000
Vice President, Sales, 1999 $ 79,704 $ 5,253 $ 25,092 35,000
Americas 1998 $ 67,800 $0 $ 24,809 5,000

Michael Petrovich 2000 $103,102 $0 $ 77,881(3) --
Vice President, International 1999 $124,499 $0 $125,314 30,000
Sales 1998 $135,000 $0 $148,271 10,000

<FN>
(1) Mr. Rich joined the Company as President and Chief Executive Officer in
November 1998. Mr. Cheng joined the Company in March 2000. Mr. Elpiner
joined the Company in April 1999.

(2) Includes bonus amounts of $94,020, $14,380, $11,259, $10,949 and $8,726
for Messrs. Rich, Cheng, Chen, Elpiner and Heinze, respectively, for
services rendered in 2000 but paid in February through April 2001.
Includes bonus amounts of $100,000, $7,500, $5,348, $10,000 for Messrs.
Rich, Chen, Petrovich, and Elpiner, respectively, for services rendered
in 1999 but paid in 2000. A portion of the bonus reflected for Messrs.
Chen, Heinze and Petrovich in 1999 includes amounts earned in 1998 but
paid in 1999.

(3) Includes a $3,520 commission earned for services rendered in 2000 but
paid in 2001.
</FN>

STOCK OPTION GRANTS AND EXERCISES

The Company grants options to its executive officers under its 1988
Equity Incentive Plan. As of December 31, 2000, options to purchase a total of
1,189,980 shares were outstanding under the 1988 Equity Incentive Plan and
options to purchase 309,341 shares remained available for grant thereunder. The
information regarding stock options granted to named executive officers as a
percentage of total options granted to employees in 2000 is based on options to
purchase a total of 255,500 shares granted to employees and consultants in 2000,
under the 1988 Equity Incentive Plan. There were no stock option exercises
during 2000 by any Named Executive Officer. The Company did not grant any stock
appreciation rights, restricted stock awards or stock purchase rights during
2000.

The following tables show for the fiscal year ended December 31, 2000,
certain information regarding options granted to, exercised by, and held at
year-end by the Named Executive Officers:

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE AT
--------------------------------------------------------------- ASSUMED ANNUAL RATES OF
NUMBER OF PERCENTAGE OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM (4)
OPTIONS EMPLOYEES IN EXERCISE OR -------------------
GRANTED(#) FISCAL YEAR(%) BASE PRICE PER EXPIRATION
NAME (1) (2) SHARE ($) (3) DATE 5% ($) 10% ($)
------ --- --- ------------- ---- ------ -------

Donald L. Rich 0 - - - - -

Eric Chen 30,000 11.74% $1.2812 05/10/07 $15,647 $36,465

Paul Cheng 45,000 17.61% $1.1582 04/19/07 $21,218 $49,446

Boris Elpiner 0 - - - - -

Edward J. Heinze 15,000 5.87% $0.875 11/08/07 $5,343 $12,452

Michael Petrovich 0 - - - - -

<FN>
(1) One-fourth of the options granted to Mr. Cheng vest on April 19, 2001,
and the remaining options vest monthly in equal installments over a
36-month period. One-fourth of the options granted to Mr. Heinze vest
on November 8, 2001, and the remaining options vest monthly in equal
increments over a 36-month period. One-fourth of the options granted to
Mr. Chen vest on May 10, 2001, and the remaining options vest monthly
in equal increments over a 36-month period.

(2) Based on an aggregate of 255,500 shares of Common Stock subject to
options granted to employees in 2000.

(3) The exercise price is equal to 100% of the fair market value of Common
Stock at the date of grant.

(4) The potential realizable value is calculated based on the term of the
option at its date of grant. It is calculated based on the assumption
that the stock price on the date of grant appreciates from the date of
grant at the indicated annual rate compounded annually for the entire
term of the option and that the option is exercised and sold on the
last day of its term for the appreciated stock price. The 5% and 10%
assumed rates of appreciation are derived from the rules of the
Commission and do not represent the Company's estimate or projection of
future Common Stock prices.
</FN>

10.

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

The following table sets forth the number of shares of common stock
subject to exercisable and unexercisable stock options held as of December 31,
2000 by each of the Named Executive Officers.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END (#) AT FY-END ($)(2)
ACQUIRED VALUE --------------------- ----------------
ON EXERCISE (#)(1) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------ ------------ ----------- ------------- ----------- -------------

Donald Rich............ - - 408,344 91,656 $50,522 $5,729

Eric Chen.............. - - 36,727 47,023 0 0

Paul Cheng............. - - 0 45,000 0 0

Boris Elpiner.......... - - 37,163 40,837 $1,948 $1,327

Edward Heinze.......... - - 21,249 41,251 0 $2,629

Michael Petrovich...... - - 68,540 26,460 0 0

<FN>
--------------------

(1) No options were exercised by any of the Named Executive Officers during
fiscal 2000, and accordingly no values are shown.

(2) Value of unexercised options at fiscal year-end is based on the fair
market value of the Company's Common Stock at December 31, 2000 of
$1.0625 (based on the closing sale price reported on the Nasdaq
SmallCap Market on that date) minus the exercise price of the option.
</FN>

11.

EMPLOYMENT SEVERANCE AND CHANGE OF CONTROL AGREEMENTS

In November 1998, the Company entered into an employment agreement with
Donald Rich, pursuant to which Mr. Rich agreed to serve as our Chief Executive
Officer. The employment agreement is not for a specified term and is terminable
at will or without cause at any time upon written notice, subject to the
conveyance of certain severance benefits to Mr. Rich upon termination, as
described below. Mr. Rich's employment agreement provides for an annual base
salary of $200,000, plus an annual bonus of up to a sum of $100,000, if certain
performance criteria are met, or above $100,000, if such performance criteria is
exceeded in the discretion of the Compensation Committee. Pursuant to his
employment agreement, Mr. Rich was also granted an initial incentive stock award
to purchase 300,000 shares of the Company's stock, subject to a vesting schedule
set forth in his employment agreement.

The Company has also entered into a severance and transition benefit
agreement with Mr. Rich pursuant to which the Company will pay Mr. Rich a lump
sum equal to 100% of his annualized salary and maintain the medical benefits
conveyed to him for one year, plus provide for the accelerated vesting of 100%
of his outstanding options to purchase shares of the Company's Common Stock,
following either a voluntary termination of employment for good reason by Mr.
Rich or an involuntary termination of employment without cause (each as defined
in his agreement). In addition, Mr. Rich is eligible for a lump sum payment
equal to six months of his base salary if he remains with the Company at least
ninety days after a change in control and his employment is subsequently
terminated for any reason; provided further that Mr. Rich shall receive such a
lump sum payment if he should remain with the Company for at least ninety days
following such a change in control in addition to any benefits that may be
conveyed to Mr. Rich upon termination.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

12.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION(1)

The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors. The Committee currently
consists of Robert Hambrecht and Peter Tierney, neither of whom is an employee
of the Company. The Committee is responsible for determining compensation
policies for the Company's executive officers, including any stock-based awards
to such individuals under the Company's 1988 Equity Incentive Plan. In
determining executive officer compensation, the Compensation Committee considers
corporate performance against the Company's objectives.

The Compensation Committee structures executive compensation packages
with two objectives: (i) to ensure that the compensation and incentives provided
to the executive officers are closely aligned with the Company's financial
performance and shareholder value, and (ii) to attract and retain, through a
competitive compensation structure, those key executives critical to the
long-term success of the Company.

For fiscal 2000, the Company's executive compensation program included
the following components: (i) base salary, (ii) options to purchase shares of
Common Stock of the Company, and (iii) quarterly incentives in the form of cash
bonuses.

STOCK OPTIONS

In addressing the first objective, the Compensation Committee utilizes
stock option grants to executive officers to tie portion executive officer
compensation directly to the Company's stock price performance. The Compensation
Committee believes that the grant of an equity interest in the Company serves to
link management interests with shareholder interests and to motivate executive
officers to make decisions that are in the best interests of the Company and the
shareholders. The Board considers stock option grants to executive officers
based on various factors, including (i) each officer's responsibilities, (ii)
any changes in such responsibilities, (iii) past option grants and each
officer's current equity interest in the Company and (iv) performance. The
Company's executive officers received options to purchase Common Stock at levels
ranging from zero to 45,000 shares.

BASE SALARY AND CASH BONUSES

The second objective of the overall executive compensation policy is
addressed by a salary and bonus policy which is based on (i) consideration of
the salaries and total compensation of executive officers in similar positions
with comparable companies in the industry (ii) the qualifications and experience
of each executive officer, (iii) the Company's financial performance during the
past year and (iv) each officer's performance against objectives related to
their areas of responsibility. The Compensation Committee periodically reviews
individual base salaries of executive officers, and adjusts salaries based on
individual job performance and changes in the officer's duties and
responsibilities. In making salary decisions, the Board exercises its discretion
and judgment based on these factors. No specific formula is applied to determine
the weight of each factor, although the mix among the compensation elements of
salary, cash incentive and stock options are biased toward stock options to
emphasize the link between executive incentives and the creation of shareholder
value as measured by the equity markets. Consequently, salaries and cash
incentives may be in the low-range as compared to the comparable companies in
the industry while stock options may be in the mid to high-range compared to
comparable companies. The Chief Executive Officer provides the Board with
recommendations for individual executive officers based upon an evaluation of
their performance against objectives and responsibilities. The base salaries
paid to the Company's executive officers were increased in 2000 by amounts
ranging zero to 25%, reflecting primarily changed responsibilities and their
contributions to the Company's short- and long-term strategic objectives.

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

(1) This Section is not "soliciting material," is not deemed "filed" with
the SEC and is not to be incorporated by reference in any filing of the Company
under the 1933 Act or the 1934 Act whether made before or after the date hereof
and irrespective of any general incorporation language in any such filing.

13.

The Compensation Committee believes that another key element of
executive compensation should be the variable portion provided by cash incentive
plans. The cash incentive portion of the executive officers' compensation is
dependent primarily on the Company's quarterly financial performance and
achievement of specified corporate objectives as determined by the Compensation
Committee. The Company's executive officer compensation plan is designed such
that if the Company meets its stated objectives, executive officers receive the
cash incentive part of their compensation. If the Company performs below its
stated objectives, the cash incentive portion of the executive's compensation is
significantly reduced, and may be eliminated altogether if performance is below
defined thresholds. A substantially smaller portion of some executives'
incentive compensation is based on performance against individual objectives. At
the beginning of fiscal 2000, the Compensation Committee and the Board of
Directors reviewed and approved quarterly performance objectives for the
Company. The actual cash bonus earned in 2000 by executive officers depended
upon the extent to which the Company's objectives were achieved. As a result of
the Company obtaining a certain percentage of such quarterly performance
objectives, cash bonuses ranging from $21,000 to $37,000 were paid to executive
officers during fiscal 2000.

The Board uses the same factors described above for the executive
officers in setting the annual salary, stock option grant and cash incentives
awarded to its Chief Executive Officer, Donald Rich. The base salary of Mr. Rich
was not increased during fiscal 2000 and thus remained at $200,000 per year. Mr.
Rich was eligible to earn a quarterly bonus of up to a maximum of $25,000, if
the Company achieved certain performance objectives outlined for Mr. Rich prior
to the beginning of each quarter of fiscal 2000. As a result of the Company
obtaining a certain percentage of each quarterly financial target, Mr. Rich was
awarded a cash bonus of $94,020 in fiscal 2000. Because of the amount of
previous option grants to Mr. Rich, the Board did not award Mr. Rich any
additional option grants during fiscal 2000.

SECTION 162(M)

Section 162(m) of the Internal Revenue Code (the "Code"), generally
imposes on the Company an annual corporate deduction limitation of $1 million on
the compensation of certain executive officers. Compensation in excess of $1
million may be deducted if it is performance-based compensation within the
meaning of the Code. The Committee has not yet adopted a policy with respect to
the treatment of all forms of compensation under Section 162(m); however, the
Committee has determined that stock options granted under the Company's 1988
Equity Incentive Plan with an exercise price at least equal to the fair market
value of the Company's Common Stock on the date of grant should, where
practicable, be treated as "performance-based compensation," and the 1988 Equity
Incentive Plan contains provisions designed to allow compensation recognized by
an executive officer as a result of the grant of a stock option to be deductible
by the Company.

2000 COMPENSATION COMMITTEE

ROBERT H. HAMBRECHT
PETER R. TIERNEY

14.

COMPENSATION COMMITTEE INTERLOCKS

Mr. Hambrecht, a member of the Company's Compensation Committee, is a
partner of W.R. Hambrecht & Co. ("WRH & Co."), an investment banking firm which
the Company engaged in January 2001 to provide certain advisory services to the
Company. As of April 2001, WRH & Co. had rendered an insignificant level of
services to the Company under this arrangement. See "Certain Relationships and
Related Transactions-Advisory Relationship with W.R. Hambrecht & Co." set forth
herein.

PERFORMANCE MEASUREMENT COMPARISON(2)

The following graph shows the total shareholder return of an investment
of $100 in cash on December 31, 1995 for (i) the Company's Common Stock, (ii)
the Nasdaq Stock Market Index (US Companies) and (iii) the Nasdaq Computer
Manufacturer Stock Index. All values assume reinvestment of the full amount of
all dividends and are calculated as of December 31 of each year:

[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T]

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN ON INVESTMENT

12/95 12/96 12/97 12/98 12/99 12/00

Castelle $100 $74.19 $27.42 $12.90 $24.19 $13.72

Nasdaq Stock Market (U.S.) $100 $123.03 $150.68 $212.47 $394.84 $237.36

Nasdsaq Computer Manufacturer $100 $133.89 $161.79 $351.89 $746.28 $420.46

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

(2) This Section is not "soliciting material," is not deemed "filed" with
the SEC and is not to be incorporated by reference in any filing of the Company
under the 1933 Act or the 1934 Act whether made before or after the date hereof
and irrespective of any general incorporation language in any such filing.

15.

CERTAIN TRANSACTIONS

In January 2001, the Company engaged W.R. Hambrecht & Co. ("WRH &
Co."), an investment bank in which Mr. Hambrecht, a director of the Company, is
a partner, to provide certain financial advisory services to the Company. As of
August 2001, WRH & Co. had rendered an insignificant level of services to the
Company under this arrangement.

The Company's Bylaws provide that the Company will indemnify its
directors and executive officers to the fullest extent not prohibited by
California law. Under the Company's Bylaws, indemnified parties are entitled to
indemnification for negligence, gross negligence and otherwise to the fullest
extent permitted by law. The Bylaws also require the Company to advance
litigation expenses in the case of legal proceedings, against an undertaking by
the indemnified party to repay such advances if it is ultimately determined that
the indemnified party is not entitled to indemnification.

OTHER MATTERS

The Board of Directors knows of no other matters that will be presented
for consideration at the Annual Meeting. If any other matters are properly
brought before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.

By Order of the Board of Directors

/s/ Paul Cheng
Paul Cheng
Chief Financial Officer and Secretary

September 26, 2001

A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
ON FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 IS AVAILABLE WITHOUT
CHARGE UPON WRITTEN REQUEST TO: CORPORATE SECRETARY, CASTELLE, 855 JARVIS DRIVE,
SUITE 100, MORGAN HILL, CA 95037

16.

APPENDIX A

CHARTER OF THE AUDIT COMMITTEE
PURPOSE AND POLICY

The Audit Committee shall provide assistance and guidance to the Board
of Directors of the Company in fulfilling its oversight responsibilities to the
Company's shareholders with respect to the Company's corporate accounting and
reporting practices as well as the quality and integrity of the Company's
financial statements and reports. The policy of the Audit Committee, in
discharging these obligations, shall be to maintain and foster an open avenue of
communication between the Audit Committee and the independent auditors, the
Company's financial management and internal auditors.

COMPOSITION AND ORGANIZATION

No later than June 14, 2001, the Audit Committee shall consist of at
least three members of the Board of Directors. The members of the Audit
Committee shall satisfy the independence and experience requirements of the
Nasdaq National Market.

The Audit Committee shall hold such regular or special meetings as its
members shall deem necessary or appropriate. Minutes of each meeting of the
Audit Committee shall be prepared and distributed to each director of the
Company promptly after each meeting. The operation of the Audit Committee shall
be subject to the Bylaws of the Company as in effect from time to time and
Section 307 of the California General Corporation Law.

RESPONSIBILITIES

In fulfilling its responsibilities, the Audit Committee believes that
its functions and procedures should remain flexible in order to address changing
conditions most effectively. To implement the policy of the Audit Committee, the
Committee shall be charged with the following functions:

1. To recommend annually to the Board of Directors the firm of
certified public accountants to be employed by the Company as its independent
auditors for the ensuing year, which firm is ultimately accountable to the Audit
Committee and the Board, as representatives of the Company's shareholders.

2. To review the engagement of the independent auditors, including the
scope, extent and procedures of the audit and the compensation to be paid
therefor, and all other matters the Audit Committee deems appropriate.

3. To evaluate, together with the Board, the performance of the
independent auditors and, if so determined by the Audit Committee, to recommend
that the Board replace the independent auditors.

4. To receive written statements from the independent auditors
delineating all relationships between the auditors and the Company consistent
with Independence Standards Board Standard No. 1, to consider and discuss with
the auditors any disclosed relationships or services that could affect the
auditors' objectivity and independence and otherwise to take, and if so
determined by the Audit Committee, to recommend that the Board take, appropriate
action to oversee the independence of the auditors.

5. To review, upon completion of the audit, the financial statements to
be included in the Company's Annual Report on Form 10-K.

17.

6. To discuss with the independent auditors the results of the annual
audit, including the auditors' assessment of the quality, not just
acceptability, of accounting principles, the reasonableness of significant
judgments, the nature of significant risks and exposures, the adequacy of the
disclosures in the financial statements and any other matters required to be
communicated to the Committee by the independent auditors under generally
accepted accounting standards.

7. To evaluate the cooperation received by the independent auditors
during their audit examination, including any restrictions on the scope of their
activities or access to required records, data and information.

8. To confer with the independent auditors and with the senior
management of the Company regarding the scope, adequacy and effectiveness of
internal accounting and financial reporting controls in effect.

9. To confer with the independent auditors and senior management in
separate executive sessions to discuss any matters that the Audit Committee, the
independent auditors or senior management believe should be discussed privately
with the Audit Committee.

10. To review with counsel any significant regulatory or other legal
matters that could have a material impact on the Company's financial statements,
if, in the judgment of the Audit Committee, such review is necessary or
appropriate.

11. To investigate any matter brought to the attention of the Audit
Committee within the scope of its duties, with the power to retain outside
counsel and a separate accounting firm for this purpose if, in the judgment of
the Audit Committee, such investigation or retention is necessary or
appropriate.

12. To prepare the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual proxy statement.

13. To review and assess the adequacy of this charter annually and
recommend any proposed changes to the Board for approval.

14. To report to the Board of Directors from time to time or whenever
it shall be called upon to do so.

15. To perform such other functions and to have such powers as may be
necessary or appropriate in the efficient and lawful discharge of the foregoing.

18.

CASTELLE
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 7, 2001

The undersigned hereby appoints DONALD L. RICH, as attorney and proxy
of the undersigned, with full power of substitution, to vote all of the shares
of stock of Castelle which the undersigned may be entitled to vote at the Annual
Meeting of Shareholders of Castelle to be held at Castelle's corporate offices
at 855 Jarvis Drive, Suite 100, Morgan Hill, California on Wednesday, November
7, 2001 at 1:30 p.m. local time and at any and all postponements, continuations
and adjournments thereof, with all powers that the undersigned would possess if
personally present, upon and in respect of the following matters and in
accordance with the following instructions, with discretionary authority as to
any and all other matters that may properly come before the meeting.

UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY DESCRIBED
IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL
BE VOTED IN ACCORDANCE THEREWITH.

MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED BELOW.

PROPOSAL 1: To elect directors whether by cumulative voting or otherwise, to
hold office until the next Annual Meeting of Shareholders and until
their successors are elected.

|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees
below). listed below.

NOMINEES: Donald L. Rich, Peter R. Tierney, Robert H. Hambrecht,
Scott C. McDonald and Jack Howard

TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), WRITE SUCH NOMINEE(S)' NAME(S)
BELOW:

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

--------------------------------------------------------------------------------
(Continued on other side)

19.

(Continued from other side)

MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL 2.

PROPOSAL 2: To ratify selection of PricewaterhouseCoopers LLP as independent
auditors of the Company for its fiscal year ending December 31,
2001.

|_| FOR |_| AGAINST |_| ABSTAIN

Please sign exactly as your name appears
hereon. If the stock is registered in the
names of two or more persons, each should
sign. Executors, administrators, trustees,
guardians and attorneys-in-fact should add
their titles. If signer is a corporation,
please give full corporate name and have a
duly authorized officer sign, stating title.
If signer is a partnership, please sign in
partnership name by authorized person.

DATED
----------------- --------------------------------------------

--------------------------------------------
SIGNATURE(S)

PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE
WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.

20.