AMENDMENT NO. 1 TO

SCHEDULE 14A

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:

<Table>

[X] Preliminary proxy statement [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2))

[ ] Definitive proxy statement
Definitive additional materials
Soliciting material under Rule 14a-12
</Table>

CRAMER, INC.

------------------------------------------------
(Name of registrant as specified in its Charter)

Payment of filing fee (check the appropriate box)

No fee required

Fee computed on table below per Exchange Act Rules 14a-6(i)(l)
and 0-11

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

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

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

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

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

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

(4) Proposed maximum aggregate value of transaction

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

(5) Total fee paid

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

[ ] Fee paid previously with preliminary materials

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

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

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

(1) Amount previously paid:
------------------------------

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

(3) Filing party:
----------------------------------------

(4) Date filed:
------------------------------------------

PRELIMINARY COPY, SUBJECT TO COMPLETION

AUGUST __, 2002

CRAMER, INC.
625 Adams Street
Kansas City, Kansas 66105

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

, 2002
---------

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

To our shareholders:

The 2002 annual meeting of shareholders of Cramer, Inc. will be held at the
Cramer corporate headquarters, 625 Adams Street, Kansas City, Kansas 66105, on
________, 2002 at 11:00 a.m. (local time). At the meeting, our shareholders will
vote upon:

Item 1: The election of two directors to serve until the 2003 annual
meeting of shareholders

Item 2: The ratification of the appointment of Stirtz Bernards Boyden
Surdel & Larter, PA as our independent auditors for 2002

Item 3: A proposal to amend the Company's Articles of Incorporation to
increase the number of authorized shares of capital stock from
8,200,000 shares to 74,200,000 shares

and transact any other business that may properly come before the meeting.

All holders of record of our common stock at the close of business on ________,
2002 are entitled to vote at the meeting or any postponement or adjournment of
the meeting.

You are cordially invited to attend the meeting. Whether or not you intend to be
present at the meeting, your Board of Directors asks that you sign, date and
return the enclosed proxy card promptly. A prepaid return envelope is provided
for your convenience. Your vote is important and all shareholders are encouraged
to attend in person or vote by proxy.

Thank you for your support and continuing interest in your Company.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Gregory Coward
--------------------------------------------
Gregory Coward, President and Chief
Executive Officer

Kansas City, Kansas
,2002
- ---------

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

PRELIMINARY COPY, SUBJECT TO COMPLETION

AUGUST __, 2002

CRAMER, INC.
PROXY STATEMENT

2002 ANNUAL MEETING OF SHAREHOLDERS

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

This proxy statement provides information regarding the annual meeting of
shareholders to be held at the Company's corporate headquarters at 625 Adams
Street, Kansas City, Kansas 66105, on ___________, 2002 at 11:00 a.m. (local
time), or any adjournments thereof. This proxy statement and form of proxy were
mailed to shareholders on or about ___________, 2002.

ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the annual meeting, our shareholders will vote on the election of two
directors, the ratification of the appointment of our independent auditors, and
a proposal to amend the Articles of Incorporation to authorize additional shares
of common stock. Management will report on your Company's results for 2001, the
progress of our turnaround plan for the Company, and a proposed equity
investment in the Company by its corporate parent, and respond to questions from
shareholders.

WHO IS ENTITLED TO VOTE AT THE MEETING?

Shareholders of record at the close of business on ________, 2002 are entitled
to receive notice of the annual meeting and vote their shares held on that date
at the meeting. Each shareholder is entitled to one vote per share.

WHAT CONSTITUTES A QUORUM?

The presence at the meeting, in person or by proxy, of the holders of a majority
of our shares outstanding on the record date will constitute a quorum,
permitting the meeting to proceed. On the record date, ____________ shares of
common stock were outstanding. Proxies received but marked as abstentions and
broker non-votes will be included in the calculation of the number of shares
present at the meeting for the purpose of establishing a quorum.

HOW DO I VOTE?

If you complete and properly sign the enclosed proxy card and return it to us
before the meeting, your shares will be voted as you direct. If you are a
registered shareholder and attend the meeting in person, you may deliver your
completed proxy card to us at the meeting. You are also invited to vote in
person at the meeting. If your shares are held in "street name" and you wish to
vote at the meeting, you must obtain a proxy form from the institution that
holds your shares.

CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?

Yes. Even after you have submitted your proxy, you may change your vote at any
time before the meeting by sending a written notice of revocation or a duly
executed proxy with a later date to the Secretary of the Company. Your proxy
will also be revoked if you attend the meeting and vote in person. If you merely
attend the meeting but do not vote in person, your previously granted proxy will
not be revoked.

WHO IS SOLICITING MY PROXY?

Your proxy is being solicited by the Board of Directors. Officers, directors and
employees of the Company may solicit proxies on behalf of the Board by mail,
telephone or email. The Company will pay all expenses of soliciting proxies for
the annual meeting.

WHAT ARE THE BOARD'S RECOMMENDATIONS?

Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote your shares in accordance with the
recommendation of the Board of Directors. The Board recommends you vote:

o FOR the election of James R. Zicarelli and David E. Crandall
as directors for a term expiring at the 2003 annual meeting of
shareholders

o FOR the ratification of the appointment of Stirtz Bernards
Boyden Surdel & Larter, PA as our independent auditors for
2002

o FOR the approval of the amendment to the Company's Articles of
Incorporation increasing the authorized shares of capital
stock from 8,200,000 shares to 74,200,000 shares

HOW MANY VOTES ARE NEEDED TO APPROVE EACH ITEM?

The affirmative vote of a plurality of the shares voting is required to elect
each director. Our shareholders have cumulative voting rights in electing
directors. Because two directors are being elected, this means you have two
votes for each share of stock owned by you in the election of directors. You may
cast all of your votes for one nominee or vote your shares for both nominees.
Abstentions and broker non-votes in the election of directors will not be
counted as negative

votes and will have no affect. The proxies will not have discretionary authority
to cumulate your votes unless you strike through one nominee's name on the proxy
card.

The affirmative vote of a majority of the shares voting is required to ratify
the appointment of our independent auditors. Abstentions and broker non-votes on
this issue will not be counted as negative votes and will have no effect.

The affirmative vote of a majority of the outstanding shares of common stock of
the Company is required to approve the amendment to increase the authorized
shares. In light of this vote requirement, abstentions and broker non-votes on
this Proposal will have the same effect as shares voted against the Proposal.

ITEM I

ELECTION OF DIRECTORS

Your Company's Board of Directors is currently comprised of two members whose
terms expire at the 2002 annual meeting.

Here is some information about the persons nominated for election as directors.

JAMES R. ZICARELLI DIRECTOR SINCE 1992

James R. Zicarelli, 50, is President of Rotherwood Ventures, LLC ("Rotherwood"),
a Minnesota holding company and majority shareholder of your Company. Mr.
Zicarelli serves as CEO of Sagebrush Corporation, a library services and
publishing company. Previously, he served as CEO of Cramer, Inc. (1995 to 2001);
CEO of Pacer Corporation (1992 to 2001); CFO of GV Medical, Inc. (1983 to 1990);
and Division Controller of National Computer Systems (1974 to 1983). He holds a
B.A. from Carleton College and an MBA from The University of St. Thomas.

DAVID E. CRANDALL DIRECTOR SINCE 1992

David E. Crandall, 59, is Chairman and CEO of PPA Industries, Dallas, Texas, a
company he founded in 1980 and that is engaged in the manufacture of electronic
enclosures, pre-fabricated wall systems and machinery packages.(1) Previously,
he was Senior Vice President of Manufacturing Operations and board member of
Sunshine Mining Company (1977 to 1980); Senior Vice President, Finance for the
Great Western Sugar Company (1974 to 1977); and various positions with
Electronic Data Systems and Citibank on Wall Street (1971 to 1974). Mr. Crandall
served 3-1/2 years in the U.S. Army, during which time he computerized the
Admissions System at West Point Academy. He served ten years on the Board of
Trustees at St. Mark's School of Texas. He holds a B.A. from The University of
Kansas and an MBA from The University of Missouri at Kansas City.

(1) PPA Industries filed for reorganization under the Bankruptcy Code in
February 2000. The case was subsequently dismissed.

There is no family relationship between any of the directors or officers of the
Company.

Messrs. Zicarelli and Crandall have consented to serve on the Board of Directors
for a term expiring at the 2003 annual meeting. If either individual should
become unavailable to serve as a director (which is not expected), the Board may
designate a substitute nominee. In that case, the persons named as proxies will
vote for the substitute nominee designated by the Board.

HOW OFTEN DID THE BOARD MEET IN 2001?

The Board of Directors met ten times in 2001. No director attended less than 75%
of those meetings.

WHAT COMMITTEES HAS THE BOARD ESTABLISHED?

The Board formally appointed an Audit Committee and a Compensation Committee in
2001. Prior to 2001, the Board of Directors served as the Audit Committee and
Compensation Committee. Because there are only two directors on the Board at the
present time, the Audit Committee and Compensation Committee consist of the two
current directors.

Audit Committee We have elected to apply Rule 4200(a)(15) of the NASDAQ listing
standards ("NASDAQ Rule 4200(a)(15)") to determine whether the members of the
Audit Committee are "independent." Mr. Crandall is considered "independent" as
defined by NASDAQ Rule 4200(a)(15). In light of Mr. Zicarelli's status as
President of Rotherwood and his prior service as CEO of Cramer, Mr. Zicarelli
may not be deemed "independent" as defined by that Rule. Nevertheless, your
Board has determined that Mr. Zicarelli's service on the Audit Committee is in
the best interest of our shareholders in light of the current size of the Board,
the limited size and resources of the Company, the Board's determination to
minimize administrative expenses, and the value which Mr. Zicarelli's financial
expertise and judgment add to the Audit Committee.

The Audit Committee assists your Company in fulfilling its responsibility for
our accounting and financial reporting practices and our annual audited
financial statements. As part of these duties, the Audit Committee:

o recommends the independent accounting firm to be retained each
year

o reviews the audit and non-audit activities of the independent
accountants and our internal accounting staff

o reviews the scope and results of the quarterly unaudited
financial statements and the audit of our annual financial
statements and any auditor recommendations regarding the
quarterly and annual financial statements and our accounting
practices

o evaluates the independence of the accountants from the Company
and its management

Compensation Committee

The Compensation Committee establishes the compensation for your executive
officers and approves and administers the Company's executive compensation
programs.

Committee Meetings

The Audit Committee and Compensation Committee did not meet separately from the
Board in 2001.

OFFICERS

Gregory Coward, 55, is President and Chief Executive Officer of the Company. Mr.
Coward was appointed CEO by the Board on January 24, 2001. Mr. Coward has been
charged with the responsibility to conduct a thorough review of the Company's
operations and implement a turnaround plan with the intention of achieving
positive cash flow and returning the Company to profitability. Mr. Coward joined
Rotherwood in January 2001 as a Vice President. Mr. Coward is employed by
Rotherwood but performs his duties at Cramer on a full-time basis. Previously he
held several positions, including President of HCW, Inc., a successful
turnaround in the foodservice industry, and ownership/executive positions with
two sporting goods manufacturing companies.

Nicholas Christianson, 31, was appointed Interim Chief Financial Officer on
April 1, 2002. Mr. Christianson has been assisting Mr. Coward with the Company's
turnaround plan and has assumed responsibility for finance and accounting
matters. Mr. Christianson is employed by an affiliate of Rotherwood and performs
his duties at Cramer on a part-time basis. Mr. Christianson served as CFO of two
application service providers, MetaFarms, Inc. and Scout Information Services,
from 1997 to 2001. He participated in the development and spin-off of several
Internet based start-up ventures at Scout and helped MetaFarms launch its
operations. Prior to his position at Scout, Mr. Christianson was an auditor at
PriceWaterhouse Coopers. Mr. Christianson is a licensed CPA.

EXECUTIVE COMPENSATION

DESCRIPTION OF COMPENSATION ARRANGEMENTS

Gregory Coward is compensated by Rotherwood and does not receive any
compensation from the Company for serving as President and Chief Executive
Officer. Mr. Coward's compensation from Rotherwood is not specifically related
to Cramer's performance. Rotherwood charges Cramer a monthly fee as compensation
for making Mr. Coward's services available to the Company. Rotherwood charged
fees to the Company for Mr. Coward's services and related travel expenses of
$103,900 in 2001. Cramer paid $48,000 of these fees during 2001 and recorded the
balance due of $55,900 as an accrued liability in the December 31, 2001
financial statements.

Mr. Christianson is compensated by a Rotherwood affiliate and does not receive
any compensation from the Company for serving as Interim Chief Financial
Officer. Mr. Christianson's compensation from the Rotherwood affiliate is not
related to Cramer's performance. Rotherwood charges Cramer a fee as compensation
for making Mr. Christianson's services available to the Company, based upon the
amount of time spent by him on the Company's business. Rotherwood has charged
fees to the Company for Mr. Christianson's services in the amount of $21,600 for
the period from April 1-June 30, 2002.

James R. Zicarelli served as CEO until the appointment of Mr. Coward on January
24, 2001. Mr. Zicarelli is President of Rotherwood and did not receive any
compensation from the Company for serving as CEO. Mr. Zicarelli's compensation
from Rotherwood was not specifically related to Cramer's performance or the time
spent by him in Cramer management. Cramer was not charged by Rotherwood for Mr.
Zicarelli's services during 2001.

See "Relationships and Related Transactions Between Cramer and Directors,
Officers or their Affiliates" below for further discussion of Cramer's
transactions with Rotherwood.

SUMMARY COMPENSATION TABLE

The following table provides information regarding the compensation paid in
2001, 2000 and 1999 to the persons who served as executive officers of the
Company until their termination in 2001 and whose annual compensation exceeded
$100,000 in any of those years.

<Table>
<Caption>
ANNUAL COMPENSATION
NAME AND PRINCIPAL ---------------------------
POSITION YEAR SALARY ($) BONUS ($)
(a) (b) (c) (d)
------------------ ----------- ----------- -----------

ROBERT KOVACH(1) 2001 $ 23,138 $ 0
President and COO 2000 $ 128,000 $ 0
1999 $ 124,676 $ 12,000

JEFFREY MYER(2) 2001 $ 47,855 $ 0
Vice President, Sales 2000 $ 111,592 $ 10,000
and Marketing 1999 $ 107,945 $ 5,000
</Table>

(1) Mr. Kovach was terminated in January 2001

(2) Mr. Myer was terminated in March 2001

HOW ARE DIRECTORS COMPENSATED?

The Company's policy is to pay each director who is not an employee of Cramer or
Rotherwood $1,000 for each Board meeting attended and to reimburse his expenses
related to the meeting. However, both Directors declined to accept any fees or
reimbursed expenses for Board meetings held in 2001.

RELATIONSHIPS AND RELATED TRANSACTIONS BETWEEN CRAMER
AND DIRECTORS, OFFICERS OR THEIR AFFILIATES

By virtue of its 51.6% ownership of the Company's common stock, Rotherwood
controls the Company and may be deemed a "parent" of the Company.

James R. Zicarelli, Chairman of the Board of Directors, served as Cramer's CEO
until Mr. Coward was appointed to that position in January 2001. Mr. Zicarelli
is President of Rotherwood.

Gregory Coward is compensated by Rotherwood and does not receive any
compensation from the Company for serving as President and Chief Executive
Officer. Mr. Christianson is compensated by an affiliate of Rotherwood and does
not receive any compensation from the Company for serving as Interim Chief
Financial Officer (See "Executive Compensation" for more information regarding
compensation arrangements for Mr. Coward and Mr. Christianson).

Cramer participates with Pacer Corporation as a co-borrower in a combined credit
facility with US Bank (formerly Firststar Bank). The credit facility is secured
by the assets of Pacer and Cramer and a pledge of $2,000,000 in securities by
Rotherwood. The pledge replaces a $2,000,000 letter of credit posted by
Rotherwood which formerly guaranteed the loan. In exchange for Rotherwood's
financial accommodation to the Company, without which the Company could not
obtain financing and the loan would probably be called, the Company has agreed
to pay Rotherwood a quarterly fee of 2% of the letter of credit/pledge amount
($40,000 per quarter), to be paid in shares of common stock. The Company is
seeking to amend its Articles to increase its authorized common stock to enable
the Company to pay this fee in common stock beyond the first quarter of 2002.
The Company also seeks to increase its authorized common stock for the purpose
of issuing common stock to Rotherwood in a proposed $900,000 investment
transaction described in Item III, "Amendment to Article 4 of the Articles of
Incorporation - Issuance of Common Stock to Rotherwood for Cash and Subsequent
'Going Private' Transaction." If Rotherwood makes the proposed equity investment
in the Company, the Company would become a 90% subsidiary of Rotherwood,
permitting Rotherwood to effect a short-form merger of the Company into
Rotherwood without the approval of Cramer's other shareholders. Rotherwood has
proposed that the shareholders of the Company other than Rotherwood (the "Public
Shareholders") receive $0.05 per share in cash in the short-form merger,
following which Rotherwood would take the Company "private" by terminating its
status as a reporting company under the Securities Exchange Act of 1934
("Exchange Act") (See Item III, "Amendment to Article 4 of the Company's
Articles of Incorporation" below, Item 6, "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in our 2001 Annual Report on
Form 10-KSB/A incorporated by reference herein, and the Transaction Statement on
Form 13E-3 filed jointly by the Company, Rotherwood and Rotherwood's parent,
Rotherwood Investments, LLC ("Rotherwood Investments") incorporated by reference
herein).

From 1995 through December 31, 2001, Cramer paid fees to Rotherwood for
management services, including those provided by Mr. Zicarelli and Mr. Coward.
These fees totaled $103,900 (including expense reimbursements) in 2001 and
$28,000 in 2000. The Company recorded a total accrual of $101,000 at December
31, 2001 for amounts owed to Rotherwood, including the unpaid portion of
management services fees, fourth quarter 2001 letter of credit/pledge fees and
amounts related to tax preparation fees paid by Rotherwood. Management believes
the amounts paid and accrued for the services provided by Rotherwood were no
less favorable than those that would be charged by third parties for comparable
services.

AUDIT COMMITTEE REPORT

In 2001, the Board of Directors appointed an Audit Committee consisting of two
directors. Prior to 2001, the entire Board served as the Audit Committee. The
current members of the Audit Committee are James R. Zicarelli and David E.
Crandall, who are currently the only members of the Board. For information about
the "independence" of Messrs. Zicarelli and Crandall, as defined by NASDAQ Rule
4200(a)(15), see "Election of Directors - What Committees has the Board
Established?"

The primary responsibility of the Audit Committee is to oversee the Company's
financial reporting process on behalf of the Board of Directors. Management has
the primary responsibility for the financial statements and the reporting
process, including our system of internal controls. Our independent auditors are
responsible for auditing our financial statements and expressing an opinion on
the conformity of those audited financial statements with generally accepted
accounting principles.

The Board of Directors has adopted a written charter for the Audit Committee
which was attached as an Appendix to the 2000 proxy statement.

In fulfilling its oversight responsibilities, the Audit Committee reviewed our
2001 audited financial statements with management and our independent auditors.
The Audit Committee held a meeting on April 8, 2002 with management and the
independent auditors to discuss the overall scope of the 2001 audit, the results
of their examinations, their evaluations of the Company, our internal controls,
and the overall quality of our financial reporting. The Audit Committee
discussed with the independent auditors the matters required to be discussed by
Statement of Auditing Standards No. 61. This included a discussion of the
auditors' judgments regarding the quality, not just the acceptability, of
management's accounting principles and the other matters required to be
discussed with the Audit Committee under generally accepted auditing standards.
In addition, the Audit Committee received from the independent auditors the
written disclosures and letter required by Independence Standards Board Standard
No. 1. The Audit Committee also discussed with the independent auditors their
independence from management and the Company, including the matters covered by
the written disclosures and letter provided by the independent auditors.

The members of the Audit Committee are not professionally engaged in the
practice of accounting and are not experts in the field of accounting or
auditing, including auditor independence. Members of the Committee rely without
independent verification on the information provided to them and the
representations made by management and our independent auditors. Accordingly,
the Audit Committee's oversight does not provide an independent basis to
determine that management has maintained appropriate accounting and financial
reporting principles or appropriate internal controls and procedures designed to
ensure compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee's considerations and discussions referred to
above do not assure that the audit of the Company's financial statements has
been carried out in accordance with generally accepted auditing standards, that
the financial statements are presented in accordance with generally accepted
accounting principles, or that the Company's auditors are in fact "independent."

Based on the reviews and discussions referred to above, the Audit Committee
recommended that the audited financial statements be included in our annual
report on Form 10-KSB/A for the year ended December 31, 2001 for filing with the
Securities and Exchange Commission ("SEC").

By the Audit Committee:

James R. Zicarelli
David E. Crandall

This Audit Committee report is not deemed "soliciting material" and is not
deemed filed with the SEC or subject to Regulation 14A or the liabilities under
Section 18 of the Exchange Act.

SHARE OWNERSHIP

WHO OWNS MORE THAN 5% OF OUR SHARES?

Except as set forth below, we know of no single person or group that is the
beneficial owner of more than 5% of your Company's outstanding stock:

<Table>
<Caption>
AMOUNT AND NATURE OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS(4)
------------------------------------ ------------------------------- ----------

Rotherwood Ventures LLC 2,083,212(2)(3) 51.6%
301 Carlson Parkway
Minnetonka, Minnesota 55305
</Table>

(1) Based solely on disclosures made in Schedule 13D filed with the SEC.

(2) Mr. Zicarelli and the Chairman of Rotherwood have shared voting and
investment power over the shares.

(3) The Company is obligated to pay Rotherwood a fee in exchange for
Rotherwood's $2,000,000 letter of credit/securities pledge which
guarantees the Company's bank line of credit. The fee is equal to 2%
per quarter of the amount of the letter of credit/pledged securities
($40,000 per quarter) and is payable in shares of common stock at the
rate of $0.05 per share (800,000 shares per quarter). After the
issuance of common stock to Rotherwood for letter of credit/pledge fees
earned by Rotherwood in the fourth quarter of 2001 and the first two
quarters of 2002, Rotherwood will own 4,483,212 shares of common stock,
or 69.6% of the total outstanding shares.

(4) Percentage based on common and common equivalent shares.

HOW MANY SHARES DO THE DIRECTORS AND OFFICERS OWN?

This table shows as of December 31, 2001 the number of our shares beneficially
owned by the directors and officers of your Company and by the directors and
officers as a group. All information regarding beneficial ownership was
furnished by the persons listed below.

<Table>
<Caption>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF SHARES OUTSTANDING(4)
------------------------ -------------------- --------------------------------

James R. Zicarelli(1) 0(2) 0%

David E. Crandall 125,341(3) 3.1%

Gregory Coward 0 0%

Nicholas Christianson 0 0%

All officers and directors
as a group (4 persons) 125,341 3.1%
</Table>

(1) Mr. Zicarelli is President of Rotherwood. Pursuant to Rule 13d-3 of the
SEC, the 2,083,212 shares held by Rotherwood and listed in the previous
table and the additional shares issuable to Rotherwood as described in
footnote 3 and in Item III, "Amendment to Article 4 of the Articles of
Incorporation" below may be attributed to Mr. Zicarelli because of his
shared voting and investment power over those shares.

(2) Mr. Zicarelli shares voting and investment power over the shares with
Rotherwood's Chairman.

(3) Sole voting and investment power.

(4) Percentage based on common and common equivalent shares

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Based on its review of Forms 3 and 4 and amendments thereto furnished to the
Company under Rule 16a-3(d) of the SEC during the fiscal year ended December 31,
2001, and any Form 5's and amendments thereto furnished with respect to the 2001
fiscal year, we are not aware of any person who, at any time during the 2001
fiscal year, was a director, officer or beneficial owner of more than ten
percent of the Company's common stock and who failed to file on a timely basis,
as disclosed in those Forms, the reports required by Section 16(a) of the
Securities Exchange Act of 1934, with the exception of the Form 3 for Gregory
Coward, which was filed late on January 16, 2002 and which confirmed that Mr.
Coward does not own any shares of Cramer stock.

II. APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has appointed the firm of Stirtz Bernards Boyden Surdel &
Larter, PA, Minneapolis, Minnesota ("SBBSL") as independent auditors of the
Company for the fiscal year ending December 31, 2002.

Our financial statements for the fiscal year ended December 31, 2001 were
audited by SBBSL. Our financial statements for the fiscal year ended December
31, 2000 were audited by Deloitte & Touche LLP ("D&T"). On August 13, 2002, we
filed our amended annual report on Form 10-KSB/A for the fiscal year ended
December 31, 2001, which included a re-issuance of D&T's report dated May 4,
2001 on our 2000 financial statements, together with SBBSL's report dated March
6, 2002 on our 2001 financial statements.

D&T's report on our 2000 financial statements included an unqualified
opinion with an explanatory paragraph that stated that our recurring losses from
operations, cash flow difficulties, negative working capital, stockholders'
capital deficiency and lack of compliance with debt covenants raised substantial
doubt about our ability to continue as a going concern. SBBSL issued a similar
"going concern" opinion on our 2001 financial statements.

During the two fiscal years ended December 31, 2000, and the subsequent
interim period preceding the end of D&T's engagement, there were no
disagreements between D&T and the Company, whether or not resolved, on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to D&T's satisfaction, would
have caused D&T to make reference to the subject matter of the disagreement(s)
in connection with its reports, nor were there any reportable events as
contemplated under Item 304(a)(1)(iv)(B) of Regulation S-B.

We did not consult with SBBSL, prior to its engagement, regarding the
application of accounting principles to a specific completed or contemplated
transaction or the type of audit opinion that might be rendered on our financial
statements, and no written or oral advice was provided by SBBSL on any such
issue prior to its engagement that was a factor considered by us in reaching a
decision on any accounting, auditing or financial reporting issue. We informed
SBBSL prior to its engagement that D&T had issued a "going concern" opinion on
our 2000 financial statements, but did not consult with or obtain the views of
SBBSL prior to its engagement regarding the events or conditions forming the
basis of D&T's "going concern" opinion.

We authorized D&T to respond fully to any inquiries of SBBSL concerning
any issue related to our accounting principles or practices or financial
reporting, or our financial statements or D&T's audit thereof or audit opinion
thereon.

Representatives of SBBSL are expected to be present at the annual
meeting and are expected to be available to respond to appropriate questions
about their services.

AUDIT FEES

The Company paid D&T $49,350 in fees for professional services rendered for the
audit of our annual financial statements for the year ended December 31, 2000
and their review of the 2000 quarterly financial statements and the first and
second quarter 2001 financial statements included in our Form 10-QSB reports for
those quarters filed with the SEC. No fees were paid to SBBSL in 2001 for
professional services rendered for the audit of our annual financial statements
for the year ended December 31, 2001 or their review of the third quarter 2001
financial statements included in our Form 10-QSB report for that quarter filed
with the SEC. The Company accrued $22,289 for SBBSL's services in 2001.

III. AMENDMENT TO ARTICLE 4 OF
THE ARTICLES OF INCORPORATION

WHY IS THE COMPANY SEEKING TO AMEND ITS ARTICLES OF INCORPORATION?

The Board of Directors has unanimously approved an amendment to the Company's
Articles of Incorporation and recommends that the shareholders approve the
amendment by voting in favor of Proposal III. This Proposal would amend the
Company's Articles of Incorporation by deleting the current Article 4 and
replacing it with a new Article 4 which would increase the authorized capital
stock from 8,200,000 shares to 74,200,000 shares, consisting entirely of
74,200,000 shares of no par value common stock.

THE BOARD WILL HAVE THE POWER TO ISSUE COMMON SHARES WITHOUT SHAREHOLDER
APPROVAL.

If Proposal III is adopted, the Board of Directors will have the power, without
shareholder approval, to issue common stock from time to time (including the
issuance of common stock to Rotherwood as described in this proxy statement and
accompanying Schedule 13E-3) in accordance with such terms as the Board deems
advisable, except in a transaction for which the Kansas Corporation Code
requires approval of the shareholders of the Company, such as a merger (other
than a short-form merger), consolidation or sale of all or substantially all of
the assets of the Company

As described in the Company's Annual Report on Form 10-KSB/A for the
year ended December 31, 2001 filed by the Company with the SEC and incorporated
by reference herein, the Company is facing a number of serious challenges. The
Company reported a loss in 2001 of $1,202,000, which is in addition to losses
aggregating $1,309,000 during 2000 and 1999. As of June 30, 2002, the Company
had a working capital deficit (which means the Company's current liabilities
exceed its current assets) of ($1,820,000), and a negative net worth of
($1,747,000). The Company's bank credit line expired on January 27, 2002 and was
temporarily extended to October 3, 2002. However, that extension was granted
only on the condition that Rotherwood extend its own pledge of $2,000,000 in
securities to support the credit line (see "Issuance of Common Stock as
Compensation for Rotherwood Guarantee," below). SBBSL issued a "going concern"
opinion on

our 2001 financial statements, indicating substantial doubt about the Company's
ability to continue as a going concern.

The Company has agreed to issue common stock to Rotherwood as
compensation for its guarantee (see "Issuance of Common Stock as Compensation
for Rotherwood Guarantee," below). Rotherwood also intends to make a $900,000
equity investment in the Company in an effort to improve the Company's financial
condition and take the Company private (see "Issuance of Common Stock to
Rotherwood for Cash and Subsequent 'Going Private' Transaction," below).

ISSUANCE OF COMMON STOCK AS COMPENSATION FOR ROTHERWOOD GUARANTEE

In exchange for Rotherwood's $2,000,000 letter of credit/securities
pledge as collateral for the Company's bank credit facility, without which the
lender would not have provided the Company with credit and would probably call
the loan, the Company has agreed to pay Rotherwood a fee equal to 2% per quarter
of the amount of the letter of credit/securities pledge. If the fee were paid in
cash, it would equal $40,000 per quarter. The Company is not generating
sufficient cash flow to pay the fee in cash. Rotherwood has agreed to accept
payment in shares of common stock at the rate of one share for each $0.05 of the
2% quarterly fee amount, or an aggregate of 800,000 shares per quarter. The
Company has sufficient authorized common stock to pay the letter of
credit/pledge fee for the fourth quarter of 2001 and the first quarter of 2002
(an aggregate of 1,600,000 shares), but will not have sufficient authorized
common stock to pay the fee in common stock for any additional quarters or to
issue common stock to Rotherwood in exchange for its proposed equity investment
(see "Issuance of Common Stock to Rotherwood for Cash and Subsequent 'Going
Private' Transaction," below) without amending the Articles to increase the
Company's authorized common stock in accordance with Proposal III. At December
31, 2001, the Company recorded a liability of $40,000 for Rotherwood letter of
credit/pledge fees accruing in the fourth quarter of 2001. The Company plans to
issue common stock to Rotherwood for the fourth quarter 2001 and first and
second quarter 2002 letter of credit/pledge fees in the future.

Rotherwood currently owns 2,083,212 shares of common stock of the
Company, or 51.6% of the outstanding common stock.

The following table shows Rotherwood's percentage ownership of the
Company's common stock assuming payment of the quarterly letter of credit/pledge
fee in common stock at $0.05 per share (800,000 shares per quarter) and assuming
no additional common stock is acquired by Rotherwood or any other party.

<Table>
<Caption>
QUARTER NO. OF SHARES PERCENTAGE
------- ------------- -----------

2001
Fourth Quarter 2,883,212 59.6%
2002
First Quarter 3,683,212 65.3%
Second Quarter 4,483,212 69.6%
Third Quarter 5,283,212 73.0%
Fourth Quarter 6,083,212 75.6%
</Table>

In September 2001 the Company retained the firm of Meara, King & Co.
("Meara King") to appraise the value of the Company's common stock. Meara King's
report dated October 19, 2001 states their opinion that the value of the common
stock was $0.01 per share as of July 29, 2001. In May 2002 the Company retained
Meara King to update its appraisal. In their report dated June 12, 2002, Meara
King opined that the value of the common stock was $0.01 per share as of May 31,
2002, or $0.04 per share less than the $0.05 per share letter of credit/pledge
fee exchange value. If the letter of credit/pledge fee payable to Rotherwood
were paid in common stock at the rate of $0.01 per share, an aggregate of
4,000,000 shares of common stock would be issued to Rotherwood each quarter
during the remaining term of the bank credit facility.

ISSUANCE OF COMMON STOCK TO ROTHERWOOD FOR CASH AND SUBSEQUENT "GOING PRIVATE"
TRANSACTION

If Proposal III is approved by the shareholders, the Company intends to
issue 18 million shares of common stock to Rotherwood for cash at a price of
$0.05 per share, resulting in cash proceeds to the Company of $900,000. The
proceeds of the equity investment by Rotherwood would be used to support

operations, reduce amounts owed under the bank line of credit, enable the
Company to move to a smaller, more efficient facility, and pursue a number of
marketing and other initiatives in connection with its turn-around plan. There
can be no assurance that this equity investment will support the turn-around.
The equity investment by Rotherwood will also enable Rotherwood to complete a
short-form merger of the Company into Rotherwood as described below.

The Company does not have a sufficient number of authorized shares of
common stock to complete the investment transaction with Rotherwood. For this
reason, the Board of Directors recommends increasing the authorized shares of
common stock in accordance with Proposal III.

Assuming the issuance of 2.4 million shares of common stock to
Rotherwood as letter of credit/pledge fees for the fourth quarter of 2001 and
the first and second quarters of 2002 (See "Issuance of Common Stock as
Compensation for Rotherwood Guarantee," above), consummation of the $900,000
equity investment by Rotherwood will result in Rotherwood owning 22,483,212
shares of the Company's common stock, or 92% of the outstanding common stock of
the Company. The Kansas Corporation Code provides that if a parent company owns
at least 90% of each class of stock of a subsidiary, the parent can effect a
"short-form" merger of the subsidiary into the parent without a shareholder
vote. Accordingly, if Proposal III is approved and the contemplated investment
by Rotherwood is consummated, Rotherwood will own at least 90% of the Company's
outstanding shares and intends to effect a short-form cash-out merger of the
Company into Rotherwood

(the "Merger") at some time during 2002 without prior consent of, or any action
by, the Board of Directors or Public Shareholders. Notice of the Merger will be
delivered to each shareholder prior to consummation of the Merger.

As a result of the Merger, each share of the Company's common stock
owned by the Public Shareholders will be cancelled and automatically converted
into the right to receive $0.05 per share in cash, or an aggregate cash merger
consideration of approximately $98,000.

Under Kansas law, shareholders who dissent from such a "short-form"
merger have the right to demand "fair value" for the shares of common stock
owned by them, as determined by an appraiser appointed by a Kansas court.

Completion of the Merger will entitle the Company to terminate its
registration and status as a reporting company under the Exchange Act. For this
reason, the Merger is subject to the "going private" provisions of Rule 13e-3
under the Exchange Act. Rule 13e-3 requires, among other things, that certain
financial information concerning the fairness of the proposed transaction,
background of the persons involved in the transaction and purpose of the
transaction be filed with the SEC and disclosed to shareholders prior to the
consummation of the "going private" transaction. The Company, Rotherwood and
Rotherwood Investments have filed a joint Schedule 13E-3 with the SEC in
connection with the going private transaction, which has been mailed to
shareholders with this proxy statement and is incorporated by reference herein.
You are encouraged to review the Schedule 13E-3 carefully.

The equity investment by Rotherwood will dilute the percentage of the
Company's equity held by the Public Shareholders and will dilute the earnings
per share (if any) and book value per share of the existing outstanding common
stock. If Proposal III is not approved by the shareholders and the Company is
not able to obtain the $900,000 investment by Rotherwood, the uncertainty
regarding the Company's ability to continue as a going concern will continue and
may increase.

Except as described above, neither the Company nor Rotherwood has any
present plans or proposals that would relate to or would result in (i) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or Rotherwood, (ii) a sale or transfer of a
material amount of assets of the Company, (iii) any change in the present Board
of Directors or management of the Company, (iv) any material change in the
present capitalization or dividend policy of the Company, (v) any other material
change in the Company's corporate structure or business, or (vii) causing a
class of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act.

The Company's currently authorized preferred stock, none of which is
outstanding, has specific designations of rights and privileges that may not be
acceptable to a potential investor. For this reason, the Company believes the
existing preferred shares would not offer the Company sufficient flexibility to
pursue a potential preferred share investment, if available. Proposal III would
eliminate the currently authorized designated preferred shares.

HOW MANY SHARES OF COMMON STOCK AND PREFERRED STOCK DOES THE COMPANY HAVE ISSUED
AND OUTSTANDING PRIOR TO THE AMENDMENT TO THE ARTICLES OF INCORPORATION?

The Company currently has 8,200,000 shares authorized, consisting of
6,000,000 shares of no par value common stock, of which 4,039,607 shares are
outstanding (prior to the issuance of common stock to Rotherwood in payment of
accrued letter of credit/pledge fees and in consideration of Rotherwood's
$900,000 cash investment) and 2,200,000 shares of designated preferred stock, of
which no shares are outstanding.

WHAT ARE THE FEATURES OF THE NEWLY AUTHORIZED COMMON STOCK?

The newly authorized common stock will have the same voting rights,
dividend rights, and rights on liquidation or dissolution as the current issued
and outstanding common stock.

COULD THE AVAILABILITY OF ADDITIONAL SHARES OF COMMON STOCK MAKE A HOSTILE
TAKEOVER OF THE COMPANY MORE DIFFICULT?

Although the Board of Directors has no present plans to do so,
authorized and unissued common stock could be issued in one or more transactions
with terms, provisions and rights which would make more difficult and,
therefore, less likely, a takeover of the Company. Any such issuance of
additional shares could have the effect of diluting the earnings per share (if
any) and book value per share of existing shares of common stock, and such
additional shares could be used to dilute the share ownership of persons seeking
to obtain control of the Company. The Board and its financial and legal advisers
are aware that a number of corporations have adopted special "shareholders'
rights plans" or "poison pills" with a view toward creating significant
defensive mechanisms against the possibilities of hostile takeover

actions. Whether or not the proposed amendment to the Articles of Incorporation
is adopted by shareholders, the Board could determine to implement a
shareholders' rights plan in the future. The Board has no present intention to
propose any other amendments to the Company's Articles or Bylaws which might be
considered anti-takeover devices.

In addition, if Proposal III is adopted, the Board of Directors could
authorize the issuance of common stock to a holder who might thereby obtain
sufficient voting power to ensure that any proposal to remove directors, or to
alter, amend or repeal the Articles, would not receive the requisite shareholder
vote required to remove the directors or amend the Articles. Because Rotherwood
already owns a majority of the Company's outstanding common stock, Rotherwood
already has sufficient voting power to accomplish these purposes, and
shareholder approval of Proposal III is therefore assured. The contemplated
issuances of common stock to Rotherwood as compensation for its guarantee of the
Company's bank line of credit and in exchange for Rotherwood's investment of
$900,000, each as described above, will give Rotherwood sufficient voting power
to effect a short-form cash-out merger of the Company without Board or Public
Shareholder approval.

Because a majority of the Company's outstanding common stock is
controlled by Rotherwood and the percentage of common stock owned by Rotherwood
will increase as a result of the transactions described in this proxy statement,
it is highly unlikely that any person could effect a takeover of the Company
without the concurrence of Rotherwood.

DO ANY OF OUR OFFICERS OR DIRECTORS HAVE AN INTEREST IN PROPOSAL III?

James R. Zicarelli, one of two members of the Board of Directors of the
Company, is President of and owns a membership interest in Rotherwood. Mr.
Zicarelli has no direct personal beneficial interest in any common stock owned
or which may in the future be acquired by Rotherwood. Mr. Zicarelli abstained
from voting as a director on Proposal III.

THE BOARD OF DIRECTORS (MR. ZICARELLI ABSTAINING) RECOMMENDS A VOTE "FOR" THE
FOLLOWING RESOLUTION THAT WILL BE PRESENTED AT THE ANNUAL MEETING:

RESOLVED, that the existing text of Article 4 of the Articles of
Incorporation of the Company is deleted in its entirety and be, and it
hereby is, amended to read as follows:

The corporation shall have authority to issue Seventy Four
Million Two Hundred Thousand (74,200,000) shares of common
stock, all of which shall be without par value, and when such
shares are issued, they shall be fully paid and
non-assessable.

IV. OTHER BUSINESS

As of the date of this proxy statement, the Board of Directors knows of
no other business that will be presented at the meeting. If any other matters
should be properly brought before the meeting, it is the intention of the
persons named in the accompanying form of proxy to vote on those matters in
accordance with their best judgment.

SUBMISSION OF SHAREHOLDER PROPOSALS AND NOMINATIONS

DO I HAVE A RIGHT TO NOMINATE DIRECTORS OR MAKE PROPOSALS FOR CONSIDERATION BY
THE SHAREHOLDERS AT THE 2003 ANNUAL MEETING?

Yes. You must comply with the following procedures if you wish to nominate
directors or make other proposals for consideration at the 2003 or any
subsequent annual shareholders meeting.

HOW DO I MAKE A NOMINATION?

If you are a shareholder of record and wish to nominate someone to the Board of
Directors for election in 2003 or any subsequent year, you must give written
notice to the Secretary of the Company. Your notice must be given not less than
60 days and not more than 90 days prior to the first anniversary of the date of
the previous year's meeting. A nomination received less than 60 days prior to
the first anniversary of the date of the previous year's meeting will be deemed
untimely and will not be considered. Your notice must include:

o for each person you intend to nominate for election as a
director, all information related to that person that is
required to be disclosed in solicitations of proxies for the
election of directors in an election contest, or is otherwise
required, pursuant to Regulation 14A under the Exchange Act
(including the person's written consent to being named in the
proxy statement as a nominee and to serve as a director if
elected)

o your name and address and the name and address of any person
on whose behalf you made the nomination, as they appear on our
books

o the number of shares owned beneficially and of record by you
and any person on whose behalf you made the nominations

HOW DO I MAKE A PROPOSAL?

If you are a shareholder of record and wish to make a proposal to our
shareholders at the 2002 or any subsequent meeting, you must give written notice
to the Secretary of the Company. Pursuant to Rule 14a-8 of the SEC, your notice
must be received at our offices not less than 120 calendar days before the first
anniversary of the date our proxy statement was mailed to shareholders in
connection with the previous year's annual meeting. Any proposal received less
than 120 days before that date will be deemed untimely and will not be
considered. Your notice must include:

o a brief description of your proposal and your reasons for
making the proposal

o your name and address and the name and address of any person
on whose behalf you made the proposal, as they appear on our
books

o any material interest you or any person on whose behalf you
made the proposal have in the proposal

o the number of shares owned beneficially and of record by you
and any person on whose behalf you made the proposal

CAN THE BOARD REJECT MY PROPOSAL?

Yes. SEC Rule 14a-8 describes the circumstances under which the Board may reject
a shareholder proposal.

ARE THERE ANY EXCEPTIONS TO THE DEADLINE FOR MAKING A NOMINATION OR PROPOSAL?

Yes. If the date of the annual meeting is scheduled more than 30 days prior to
or more than 60 days after the anniversary date of the previous year's meeting,
your notice must be delivered:

o not earlier than 90 days prior to the meeting; and

o not later than (a) 60 days before the meeting or (b) the 10th
day after the date we make our first public announcement of
the meeting date, whichever is earlier

If the Board increases the number of directors to be elected but we do not make
a public announcement of the increased Board or the identity of the additional
nominees within 70 days prior to the first anniversary of the date of the
previous year's meeting, your notice will be considered timely (but only with
respect to nominees for the new positions created by the increase) if it is
delivered to the Secretary not later than the close of business on the 10th day
following the date of our public announcement.

MISCELLANEOUS

ANNUAL REPORT

Our Annual Report on Form 10-KSB/A, containing financial statements for the year
ended December 31, 2001, was mailed with this proxy statement to all
shareholders entitled to vote at the annual meeting. You must not regard the
annual report as additional proxy solicitation material.

WE WILL PROVIDE WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE SECRETARY OF THE
COMPANY AT THE ADDRESS LISTED ON THE COVER PAGE OF THIS PROXY STATEMENT, A COPY
OF OUR ANNUAL REPORT ON FORM 10-KSB/A, INCLUDING THE FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001.

HOUSEHOLDING

A single copy of our Annual Report on Form 10-KSB/A and proxy statement are
being delivered to any multiple shareholders sharing the same address pursuant
to SEC Rule 14a-3(e)(1), unless we or our transfer agent have received contrary
instructions from one or more of those shareholders. We agree to deliver
promptly upon written or oral request a separate copy of our Form 10-KSB/A and
proxy statement to any shareholder at a shared address to which a single copy of
those documents has been delivered. You may notify us that you wish to receive a
separate copy of the Form 10-KSB/A and proxy statement for the 2002 or any
future annual meeting by contacting us at 625 Adams Street, Kansas City, Kansas
66105 (913) 621-6700, attention Gregory Coward. Shareholders who are members of
a single household receiving multiple copies of those documents and who wish to
receive a single copy may contact us at the same address or telephone number.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Gregory Coward
--------------------------------------------
Gregory Coward, President and Chief
Executive Officer

DOCUMENTS AND INFORMATION INCORPORATED BY REFERENCE

Our Annual Report on Form 10-KSB/A for the fiscal year ended December 31, 2001
and the joint Transaction Statement of the Company, Rotherwood and Rotherwood
Investments on Schedule 13E-3, being sent to shareholders with this proxy
statement, and our quarterly report on Form 10-QSB for the quarter ended March
31, 2002, are incorporated in this proxy statement by reference.

CRAMER, INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS ____ __, 2002
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

As a shareholder of Cramer, Inc. (the "Company"), I appoint Gregory
Coward as my attorney-in-fact and proxy (with full power of substitution), and
authorize him to represent me at the Annual Meeting of Shareholders of the
Company to be held at 625 Adams Street, Kansas City, Kansas 66105 on ____ __,
2002 at eleven o'clock a.m., and at any adjournment of the meeting, and to vote
the common stock in the Company held by me as designated below on proposals 1, 2
and 3.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR PROPOSALS 1, 2 AND 3.

Proposal #1. Election of Directors: James R. Zicarelli and David E. Crandall

[ ] FOR the nominees [ ] WITHHOLD AUTHORITY to vote for the nominees
listed above listed above. (If you do not check this
box, your shares will be vote in favor of
both nominees)

TO WITHHOLD AUTHORITY TO VOTE FOR EITHER NOMINEE, STRIKE
THROUGH THAT NOMINEE'S NAME ABOVE.

Proposal #2. Proposal to ratify the appointment of Stirtz Bernards Boyden
Surdell & Larter, PA as the Company's independent accountants for 2002.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

Proposal #3. Proposal to amend the Company's Articles of Incorporation to
increase the authorized capital stock from 8,200,000 shares to 74,200,000
shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

To act upon any other matters that may properly come before the meeting.

IF NO CHOICE IS INDICATED ON THE PROXY, THE PERSONS NAMED AS PROXIES
INTEND TO VOTE FOR ALL THREE PROPOSALS.

Please sign exactly as your name appears on this proxy. When shares are held by
joint tenants, both should sign. When signing as attorney, executor, trustee or
other representative capacity, please give your full title. If a corporation,
please sign in full corporate name by President or other authorized officer.

--------------------------------------------
Signature of Shareholder

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Title

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Signature of Shareholder

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Title

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Dated