SCHEDULE 14A INFORMATION

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Central European Distribution Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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[LOGO] CEDC

Central European
Distribution Corporation

April 1, 2002

Dear Stockholder:

On behalf of the Board of Directors of Central European Distribution
Corporation ("the Company"), it is my pleasure to invite you to the 2002 Annual
Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting will be held
on Monday, April 29, 2002 at 10:00 a.m., local time, at the offices of Brean
Murray & Co. Inc, 570 Lexington Avenue, 11/th/ floor, New York, New York.

The Annual Meeting has been called for the following purposes: (1) to elect
six directors to serve on the Board of Directors, each for a one-year term; (2)
to approve the Executive Bonus Plan, (3) to ratify the Board of Directors'
appointment of Ernst & Young Audit Sp. z o.o. as the Company's independent
public auditors for the 2002 fiscal year; and (4) to transact such other
business as may properly come before the Annual Meeting or any adjournment
thereof, all as more fully described in the accompanying Proxy Statement.
Management will also review 2001 results and respond to stockholder questions.

The Board of Directors has approved the matters being submitted by the
Company for stockholder approval at the Annual Meeting and recommends that
stockholders vote "FOR" such proposals. It is important that your views be
represented at the Annual Meeting. Whether or not you plan to attend the Annual
Meeting, please complete, sign and date the enclosed Proxy Card and promptly
return it in the prepaid envelope.

Sincerely,

/s/ William V. Carey

William V. Carey
Chairman, President and Chief
Executive Officer

CENTRAL EUROPEAN
Distribution Corporation
1343 Main Street, Sarasota, Florida 34236
(941) 330-1558

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 29, 2002

NOTICE IS HEREBY GIVEN that the 2002 annual meeting of stockholders (the
"Annual Meeting") of Central European Distribution Corporation, a Delaware
corporation (the "Company"), will be held on Monday, April 29, 2002 at 10:00
a.m., local time, at the offices of Brean Murray & Co. Inc, 570 Lexington
Avenue, 11/th/ floor, New York, New York, for the purpose of considering and
voting upon the following matters:

To elect six (6) directors to serve on the Board of Directors, each for a one-
year term and until their respective successors are elected;

To approve a new benefit plan for senior officers called the Executive Bonus
Plan;

To ratify the Board of Directors' appointment of Ernst & Young Audit Sp. z
o.o. as the Company's independent public auditors for the 2002 fiscal
year; and

To transact such other business as may properly come before the Annual Meeting
or any adjournment thereof.

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

Pursuant to the Company's Bylaws, the Board of Directors has fixed March 8,
2002 as the record date for the determination of stockholders entitled to notice
of and to vote at the Annual Meeting and at all adjournments thereof. Only
stockholders of record at the close of business on that date will be entitled to
notice of and to vote at the Annual Meeting and any adjournment thereof. A list
of all stockholders entitled to vote at the Annual Meeting will be open for
examination by any stockholder for any purpose germane to the Annual Meeting
during ordinary business hours for a period of ten (10) days before the Annual
Meeting at the offices of the Company located at 1343 Main Street, Sarasota,
Florida 34236.

By Order of the Board of Directors

/s/ James Archbold

James Archbold
Secretary
Sarasota, Florida
April 1, 2002

Whether or not you plan to attend the Annual Meeting, please complete, date
and sign the enclosed proxy card and return it promptly in the enclosed postage
prepaid envelope. If you sign and return your proxy card without specifying a
choice, your shares will be voted in accordance with the recommendations of the
Board of Directors. You may, if you wish, revoke your proxy at any time prior to
the time it is voted by filing with the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date or by attending the
Annual Meeting and voting in person.

Central European
DISTRIBUTION CORPORATION
1343 Main Street, Sarasota, Florida 34236
(941) 330-1558

_______________________

PROXY STATEMENT
2002 ANNUAL MEETING OF STOCKHOLDERS
APRIL 29, 2002

_______________________

SOLICITATION, VOTING AND REVOCABILITY OF PROXIES

This Proxy Statement and the accompanying Proxy Card are furnished to
stockholders of Central European Distribution Corporation, (the "Company") in
connection with the solicitation by the Company's Board of Directors (the "Board
of Directors" or the "Board") of proxies to be used at the 2002 annual meeting
of stockholders (the "Annual Meeting"), to be held on Monday, April 29, 2002, at
10:00 a.m., local time, at the offices of Brean Murray & Co. Inc, 570 Lexington
Avenue, 11/th/ floor, New York, New York and at any adjournments thereof.

This Proxy Statement, the Notice of Annual Meeting of Stockholders, the
Proxy Card and the Company's Annual Report to Stockholders were first mailed to
stockholders on or about April 1, 2002.

About the Annual Meeting

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will act upon the matters outlined in
the accompanying notice of meeting, including the election of directors, the
approval of a new benefit plan for senior officers and the ratification of the
Company's independent auditors. In addition, the Company's management will
report on the performance of the Company during 2001 and respond to appropriate
questions from stockholders.

Who is entitled to vote?

Only stockholders of record at the close of business on the record date,
March 8, 2002, are entitled to receive notice of the annual meeting and to vote
the shares of common shares that they held on that date at the meeting, or any
postponement or adjournment of the meeting. Each outstanding share entitles its
holder to cast one vote on each matter to be voted upon.

Please note that if you hold your shares in "street name" (that is, through
a broker or other nominee), you will need to bring appropriate documentation
from your broker or nominee to vote personally at the meeting.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct

its business. As of the record date, 4,490,901 shares of common stock of the
Company were outstanding. Proxies received but marked as abstentions and broker
non-votes will be included in the calculation of the number of shares considered
to be present at the meeting for purposes of determining the presence of a
quorum. A "broker non-vote" occurs when a broker or other nominee indicates on
the proxy card that it does not have discretionary authority to vote on a
particular matter.

How do I vote?

If you complete and properly sign the accompanying proxy card and return it
to the Company, it will be voted as you direct. If you are a registered
stockholder and attend the meeting, you may deliver your completed proxy card in
person. "Street name" stockholders who wish to vote at the meeting will need to
obtain and vote a proxy from the institution that holds their shares. The
Company has made proxy statements, proxies and annual reports available to the
nominee institutions for delivery to "street name" stockholders.

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 proxy is exercised by filing with the secretary of the
Company either a notice of revocation or a duly executed proxy, bearing a later
date. The powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the meeting will not by
itself revoke a previously granted proxy.

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 in accordance with the recommendations
of the Board of Directors. The Board's recommendation is set forth together with
the description of each item in this proxy statement. The Board recommends a
vote:

. for election of the nominated slate of six directors (see page 4),

. for approval of the Executive Bonus Plan (see pages 19-21), and

. for ratification of the appointment of Ernst and Young Audit Sp. z o.o.
as the Company's independent auditors (see page 21).

With respect to any other matter that properly comes before the meeting,
the proxy holders will vote as recommended by the Board of Directors or, if no
recommendation is given, in their own discretion.

What vote is required to approve each item?

Election of Directors. The affirmative vote of a plurality of the votes
cast at the meeting is required for the election of directors. A properly
executed proxy marked "WITHHOLD AUTHORITY" with respect to the election of one
or more directors will not be voted with respect to the director or directors
indicated, although it will be counted for purposes of determining whether there
is a quorum. Abstentions and broker non-votes will have no legal effect on the
election of directors. The Certificate of Incorporation does not provide for
cumulative voting in the election of directors.

Approval of Executive Bonus Plan. Assuming that a quorum is present, the
affirmative vote of the holders of a majority of the shares represented in
person or by proxy and entitled to vote on the item will

be required for approval. Abstentions will not be voted for this proposal.
Accordingly, abstentions will have the same legal effect as a negative note.
Broker non-votes will not be counted as a vote cast.

Ratification of Independent Auditors and Other Items. For the ratification
of the Company's independent auditors and any other item voted upon at the
Annual Meeting, assuming that a quorum is present, the affirmative vote of the
holders of a majority of the shares represented in person or by proxy and
entitled to vote on the item will be required for approval. Abstentions will not
be voted for any such matter. Accordingly, abstentions will have the same legal
effect as a negative vote. Broker non-votes will not be counted as a vote cast.

Who will bear the costs of soliciting proxies for the Annual Meeting?

The cost of soliciting proxies for the Annual Meeting will be borne by the
Company. For example, we have retained ADP Investor Communications Services to
solicit proxies by use of the mails on the Company's behalf for a fee of
approximately $3000. In addition to the use of the mails, proxies may be
solicited personally or by telephone, by officers and employees of the Company
who will not receive any additional compensation for their services. Proxies and
proxy material will also be distributed at the expense of the Company by
brokers, nominees, custodians, and other similar parties.

ELECTION OF DIRECTORS
(Proposal 1)

The entire Board of Directors currently consists of seven members. At the
Annual Meeting, six directors will be elected, each to serve until the next
Annual Meeting of Stockholders and until his successor is elected and qualified
or until such director's earlier death, resignation or removal. The following
persons have been nominated for election as directors of the Company at the
Annual Meeting: William V. Carey, James T. Grossmann, Tony Housh, Jan W.
Laskowski, Jeffrey K. Peterson and Joe M. Richardson. As a result of the
resignation of one of our directors in January 2002, one seat on the Board of
Directors currently is vacant. Proxies cannot be voted for a greater number of
persons than the nominees named in the proxy. The Board intends to reduce the
number of directors constituting the entire Board of Directors from seven to six
at the Annual Meeting.

Unless otherwise specified on the proxy, it is the intention of the persons
named in the proxy to vote the shares represented by each properly executed
proxy for the election as directors of Messrs. Carey, Grossmann, Housh,
Laskowski, Peterson and Richardson. The Board of Directors believes that such
nominees will stand for election and will serve if elected as directors.
However, if any person nominated by the Board of Directors fails to stand for
election or is unable to accept election, the proxies will be voted for the
election of such other person or persons as the persons named in the
accompanying proxy shall determine in accordance with their best judgment.
Pursuant to the Bylaws, directors are elected by plurality vote. The Certificate
of Incorporation does not provide for cumulative voting in the election of
Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ITS NOMINEES FOR
DIRECTORS.

Information as to Nominees for Directors

Name Age Position(s)
- ---- --- -----------

William V. Carey ................... 37 Chairman, President and Chief Executive Officer
Jeffrey K. Peterson................. 51 Vice Chairman
James T. Grossmann ................. 61 Director
Tony Housh.......................... 35 Director
Jan W. Laskowski.................... 45 Director
Joe M. Richardson................... 49 Director

Directors and executive officers of the Company are elected to serve until
they resign or are removed, or until their successors are elected. All directors
of the Company are elected annually at the Annual Meeting of stockholders.
Executive officers of the Company generally are appointed at the board's first
meeting after each annual meeting of stockholders.

William V. Carey has served as Chairman, President and Chief Executive Officer
of the Company since its inception. Mr. Carey began working for the Company's
wholly owned Polish subsidiary, Carey Agri International Poland Sp. z o.o.
("Carey Agri") in 1990, and in 1993, Mr. Carey instituted and supervised the
direct delivery system for Carey Agri's nationwide expansion. Mr. Carey, a 1987
graduate of the University of Florida, played briefly on the professional golf
circuit before joining the Company. Mr. Carey is a member of the American
Chamber of Commerce in Poland.

Jeffrey K. Peterson has served as Vice Chairman, Executive Vice President and
a Director of the Company since its inception. Mr. Peterson's term as Executive
Vice President expired as of December 31, 2001. Mr. Peterson was a co-founder of
Carey Agri in 1990, and is a member of the management board of that entity.
Prior thereto, Mr. Peterson contracted with African, Middle Eastern, South
American and Asian governments and companies for the supply of American
agricultural exports and selected agribusiness products, such as livestock, feed
supplements and veterinary supplies. Mr. Peterson has worked with international
banks and United States government entities to facilitate support for exports
from the United States. Mr. Peterson is also currently a member of the Board of
Directors for Drugmax. Drugmax is a pharmaceutical distribution company.

James T. Grossmann, a retired United States Foreign Service officer, has
served as a Director of the Company since its inception. With the United States
Agency for International Development (''U.S.A.I.D.''), during the years 1977 to
1996, Mr. Grossmann served in emerging markets in Central Europe, Central
America, Africa and Asia with a concentration on developing private sector
trading and investment through United States government-sponsored aid programs.
Immediately prior to his retirement in 1996, he managed a $300 million mass
privatization and capital markets development program that assisted 14 former
state-controlled countries in Central Europe transition to market economies.

Tony Housh has served as a director of CEDC since May 2000. Mr. Housh is
currently a principal at the investment and regulatory affairs advisory firm of
Central Europe Access LLC. Mr. Housh was the Executive Director of the American
Chamber of Commerce in Poland where he obtained an in-depth knowledge of the
Polish regulatory framework. Mr. Housh came to Poland with the US Department of
the Treasury as a banking and tax analyst seconded to the Polish Ministry of
Finance where he served from 1994 to 1996. Mr. Housh has extensive experience
throughout the region as a business and regulatory advisor, has board
memberships with various multinational organizations, such as the Fulbright
Commission and the American Chamber of Commerce in Poland, and is a Salzburg
Seminar fellow.

Jan W. Laskowski has served as a director of the Company since its inception.
Mr. Laskowski has lived and worked in Poland since 1991 where since 1999 he has
a Consultancy and Investment Banking practice. He was the Vice President and
member of the management board of American Bank in Poland (''Amerbank'') until
February 1999, a position he had held since 1996, where he was responsible for
business development. Before joining Amerbank in 1991, Mr. Laskowski worked in
London for Bank Liechtenstein (UK) Ltd from 1989 to 1991. He began his career
with Credit Suisse, also in London, where he worked for 11 years.

Joe M. Richardson has served as a director of the Company since its inception.
From October 1994 until January 2002, Mr. Richardson had served as the Director
of Sales and Marketing Europe of Sutter Home Winery Inc., where he was
responsible for developing and managing the importation, distribution and sales
of Sutter Home Wines within Europe. From October 1993 until October 1994, Mr.
Richardson assisted Carey Agri in marketing development. Prior thereto, Mr.
Richardson had 19 years experience in the wine industry.

Each of the two representatives in the Company's initial public offering has
the right, through July 31, 2003, to designate one person for election to the
Board of Directors. Neither representative has designated a board member. In the
event that one or both of the representatives elects not to exercise this right,
then a person may be designated by each of the representatives to attend all
meetings of the Board of Directors for such period of time. Such person will be
entitled to receive all notices and other correspondence as if such person was a
member of the Board of Directors and to be reimbursed for out-of-pocket expenses
incurred in connection with attendance of meetings of the Board of Directors.

Brean Murray and Co., Inc., one of the representatives, has not designated a
person as a member of the Board of Directors of the Company or to attend
meetings of the Board. The other representative, Fine Equities Inc., designated
Scott Fine to serve as a member of the Board. He was elected on November 19,
2001 and resigned on January 10, 2002.

The Board and Its Committees

The Board held five meetings in 2001, in addition to acting by unanimous
written consent twice. Each Director attended at least 75 percent of all
meetings of the Board and committees of the Board to which he was assigned that
were held during the portion of fiscal year 2001 as to which such director was a
member of the Board or applicable committee.

The Board has two standing committees, an audit committee and a
compensation committee. The Company does not have a separate nominating
committee for recommending to stockholders candidates for positions on the
Board.

Notwithstanding anything to the contrary set forth in any of our filings under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, that might incorporate SEC filings, in whole or in part, the
following Report of the Audit Committee, the Compensation Committee Report and
the Comparative Stock Prices Graph shall not be incorporated by reference into
any such filings.

Report of the Audit Committee of the Board of Directors
- -------------------------------------------------------

The Audit Committee oversees management's fulfillment of its financial
reporting and disclosure responsibilities and its maintenance of appropriate
internal control system. It also recommends the appointment of the Company's
independent public accountants and oversees the activities of the Company's
internal audit function. All members of the Audit Committee are non-employee
directors. The Committee's responsibilities also include reviewing (i) the scope
and findings of the annual audit, (ii)

accounting policies and procedures and the Company's financial reporting and
(iii) the internal controls employed by the Company.

To insure independence, the Audit Committee also meets separately with the
Company's independent public accountants, internal auditor and other members of
management.

The Audit Committee has a charter that specifies its responsibilities and
the Committee believes it fulfills its charter. The Board of Directors, upon
the recommendation of the Audit Committee, approved a charter in response to the
Audit Committee requirements adopted by the Securities and Exchange Commission
in December 1999.

The Audit Committee met with the Company's independent public accountants
five times during 2001. These meetings were separate from full Board meetings
and the Committee discussed matters required to be discussed by SAS 61. The
Audit Committee members are Tony Housh, Jan Laskowski and Joe Richardson. The
current members of the Audit Committee meet the independence and experience
requirements set forth in Rule 4200(a) (15) of the listing standards of the
National Association of Securities Dealers, Inc. The Audit Committee has
received the written disclosures and the letter from the independent public
auditors required by Independence Standards Board Standard No 1. Based on its
review and discussion with the Independent public auditors, the Committee has
recommended to the Board that the audited financial statements be included in
the Company's annual report on Form 10-K. (See Security Ownership of Principal
Stockholders and Management).

Audit Fees

For the fiscal year ended December 31, 2001, the aggregate fees for
professional services rendered for the audit of the Company's annual financial
statements for the fiscal year ended December 31, 2001 and the reviews of the
financial statements included in the Company's Forms 10-Q for the fiscal year
ended December 31, 2001 were $104,000. For the fiscal year ended December 31,
2001, no fees were paid to Ernst & Young Audit Sp. z o.o. other than for audit
services.

Financial Information Systems Design and Implementation Fees

For the fiscal year ended December 31, 2001, the Company did not incur any
charges or pay any fees related to any financial information systems design and
implementation services provided by Ernst & Young Audit Sp. z o.o.

Respectfully submitted,

AUDIT COMMITTEE

Tony Housh
Jan Laskowski
Joe Richardson

The Compensation Committee
- --------------------------

The Compensation Committee, which held two meetings during 2001, consists
of Joe Richardson and Jan Laskowski. The Committee's responsibilities include
(i) making recommendations to the Board on salaries, bonuses and other forms of
compensation for the Company's officers and other key management and executive
employees, (ii) administering the 1997 Stock Incentive Plan (the "Plan") and
(iii) reviewing management recommendations for grants of stock options and any
proposed plans or practices of the Company relating to compensation of its
employees and directors. During 2001, the Company implemented a Key Management
Incentive Bonus designed to reward the Company's executives for meeting
financial targets based on projected year end results. See "Compensation Plans-
Bonus Plan"

Compensation Committee Report

The Compensation Committee of the Board of Directors has prepared the
following report on the Company's policies with respect to the compensation of
executive officers for 2001.

The Board of Directors appointed the Compensation Committee in November
1997. Since that time, decisions on compensation of the Company's executive
officers have been made by the full Board of Directors or by the Compensation
Committee. No member of the Compensation Committee is an employee of the
Company. Prior to July 1997, there were no Board committees.

Compensation Policies Toward Executive Officers

The following criteria are being used to evaluate compensation policies
toward executive officers.

The compensation policies of the Company are designed to (i) attract,
motivate and retain experienced and qualified executives, (ii) increase the
overall performance of the Company, (iii) increase stockholder value, and (iv)
increase the performance of individual executives. The Compensation Committee
seeks to provide competitive salaries based upon individual performance together
with annual cash bonuses awarded based on the Company's overall performance
relative to corporate objectives, taking into account individual contributions,
teamwork and performance levels. The Compensation Committee believes that the
level of base salaries plus bonuses of executives should generally be managed to
compete in the Central European geographical area with other public and private
companies. In addition, it is the policy of the Company to grant stock options
to executives upon their commencement of employment with the Company and
annually thereafter in order to strengthen the alliance of interest between such
executives and the Company's stockholders and to give executives the opportunity
to reach the top compensation levels of the competitive market depending on the
Company's performance (as reflected in the market price of the common stock).

The following describes in more specific terms the elements of compensation
that implement the Compensation Committee's compensation policies, with specific
reference to compensation reported for 2001:

Base Salaries. Base salaries of executives are initially determined by
evaluating the responsibilities of the position, the experience and knowledge of
the individual, and the competitive marketplace for executive talent, including
a comparison to base salaries for comparable positions at peer public and
private companies in the Company's Central European geographic region. Base
salaries for executive officers are reviewed annually based upon, among other
things, individual performance and responsibilities.

Annual salary adjustments are recommended by the Chief Executive Officer by
evaluating the performance of each executive officer after considering new
responsibilities and the previous year's

performance. Individual performance ratings take into account such factors as
achievement of specific goals that are driven by the Company's strategic plan
and attainment of specific individual objectives. The factors impacting base
salary levels are not assigned specific weights but are subject to adjustments
by the Compensation Committee and the Board.

Bonuses. The Company has traditionally paid annual bonuses to its executive
officers based on both corporate and individual performance, as measured by
reference to factors which reflect objective performance criteria over which
management generally has the ability to exert some degree of control. This
policy was formalized in 2001 with the adoption of the Company's Executive Bonus
Plan (the "Bonus Plan"), which is being presented to the shareholders for their
approval. If adopted by the shareholders, bonuses in cash and in stock options
will be paid to the Company's three most senior executive officers based on how
well the Company's performs in comparison to annual performance targets
established by the Board. The Board believes that the Bonus Plan targets and
properly motivates the three individuals who are most capable to affecting
Company performance See "Approval of Executive Bonus Plan." If the Bonus Plan is
not adopted, the Board intends to approve the payment of the cash element of the
Bonus Plan for which shareholder approval is not needed and to continue its past
practice of granting the number of options to senior officers as well as other
employees that it believes appropriate given the annual financial results of the
Company, the purposes of the Plan and the best interests of the Company and its
shareholders.

Stock Options. A third component of executive officers' compensation is the
1997 Plan pursuant to which the Company grants executive officers and other key
employees' options to purchase shares of common stock.

The Compensation Committee or the full Board of Directors grants stock
options to the Company's executives in order to align their interests with the
interests of the stockholders. Stock options are considered by the Compensation
Committee to be an effective long-term incentive because the executives' gains
are linked to increases in the stock value, which in turn provides stockholder
gains. The Compensation Committee generally grants options to new executive
officers and other key employees upon their commencement of employment with the
Company and annually thereafter. The options generally are granted at an
exercise price equal to the market price of the Common Stock at the date of the
grant. Options granted to executive officers typically vest over a period of one
to five years following the date of grant. The maximum option term is ten years.
The full benefit of the options is realized upon appreciation of the stock price
in future periods, thus providing an incentive to create value for the Company's
stockholders through appreciation of stock price. Management of the Company
believes that stock options have been helpful in attracting and retaining
skilled executive personnel.

Stock option grants made to newly hired executive officers and other
employees in 2001 reflect the significant individual contributions they are
expected to make to the Company's operations and implementation of the Company's
development and growth programs. During 2001, the Company granted stock options
covering a total of 58,000, not including 14,500 options automatically granted
to Board members.

The executive compensation policy described above is applied in setting Mr.
Carey's compensation. Mr. Carey generally participates in the same executive
compensation plans and arrangements available to the other senior executives.
Accordingly, his compensation also consists of an annual base salary, a
potential annual cash bonus and long-term equity-linked compensation in the form
of stock options. The Compensation Committee's general approach in establishing
Mr. Carey's compensation is to be competitive with peer companies, but to have a
large percentage of his target based upon objective performance criteria and
targets established in our strategic plan.

Mr. Carey's compensation for the year ended December 31, 2001, included
$192,175 in base salary. Mr. Carey received a bonus in the amount of $65,410
for 2001, as calculated under the Bonus

Plan. Additionally, he was awarded options for 10,000 shares. Mr. Carey's salary
was based on, among other factors, the Company's performance and the 2000
compensation of chief executive officers of comparable companies, although his
compensation was not linked to any particular group of these companies.

Respectfully submitted,

Compensation Committee

Jan Laskowski
Joe Richardson

Compensation Committee Interlocks and Insider Participation

Joe Richardson was a Director for Sutter Homes Wines Europe, which supplies
wine to the Company. See, "Certain Transactions".

Director Compensation

Each director receives board fees of $1,000 per quarter. In addition, Mr.
William V. Carey as Chairman and Mr. Jeffrey Peterson as Vice Chairman are
entitled to receive $10,000 and $5,000 respectively per annum. Members of the
Board of Directors have received grants of stock options under the Plan
described below. The Company reimburses directors for out-of-pocket travel
expenditures relating to their service on the Board of Directors.

EXECUTIVE OFFICERS

The names, ages, current positions held and date from which the current
position was held of all executive officers of the Company as of April 1, 2002
are set forth below.

Name Age Position(s) Position Since
---- --- ----------- --------------

William V. Carey 37 Chairman, President and 1997
Chief Executive Officer
Evangelos Evangelou 34 Chief Operating Officer 1998
Neil Crook 39 Vice President and Chief Financial Officer 2000
James Archbold 41 Vice President, Secretary and 2002
Director of Investor Relations

The following sets forth the business experience, principal occupations and
employment of each of the executive officers who do not serve on the Board.

Neil Crook joined the Company in February 2000 as Vice President and Chief
Financial Officer. From April 1996 to January 2000, he held the position of
Financial Controller in Xerox Polska Ltd, the autonomous subsidiary of Xerox
(Europe) Ltd in Poland. Prior thereto, he worked with Continental Can Polska
where he oversaw the financial operation of the construction of an aluminum can
manufacturing plant. Mr. Crook has six years experience in Poland and is a
United Kingdom registered F.C.M.A

Evangelos Evangelou joined the Company in September 1998. From October 1993
until July 1998, Mr. Evangelou was both Assistant Manager and General Manager of
Louis Poland Sp. z o.o. where he was responsible for the day-to-day operations
of all food and beverage outlets within Warsaw

International Airport. Prior to coming to Poland for Louis, Mr. Evangelou was in
food and beverage management in the United Kingdom.

James Archbold joined the Company in January 2002 as Vice President and
Director of Investor Relations. From August 1996 through January 1998, he held
the position of National Sales Director for Domestic brands for Carey Agri.
Previous to joining the Company, he worked in Poland for AIG/Lincoln, a real
estate development company as Director of Marketing and Leasing. Prior to
coming to Poland in 1995, he worked in the retail brokerage industry in New York
for five years, where he last worked for Paine Webber. Mr. Archbold holds a MA
degree from Columbia University in Applied Linguistics.

Executive Compensation

The following table shows, for the periods indicated, compensation awarded or
paid by the Company to its executive officers whose compensation exceeded
$100,000 during the periods indicated.

SUMMARY COMPENSATION TABLE

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

Named Executive Officers as of
December 31, 2001
William V. Carey............... 1999 $148,333 -- $35,000 --
Chairman, President and Chief 2000 $165,000 -- $35,000 --
Executive Officer 2001 $192,175 $65,410 $46,250 10,000

Neil Crook..................... 2001(2) $114,000 $32,705 -- 5,000
Vice President, Chief
Financial Officer

(1) Mr. Carey had housing and miscellaneous expenses valued at $35,000 in 1999
and 2000 and $55,000 in 2001.
(2) Mr. Crook's annual compensation only exceeded $100,000 in 2001.

Employment Agreements. Mr. Carey extended his employment contract with the
Company, which commenced on July 31, 1998, for another 3 year period ending July
29, 2004. Mr. Carey serves as the chief executive officer of the Company and
Carey Agri. He is paid an annual base salary at the rate of $204,000 per year,
$88,000 payable by the Polish subsidiaries and $116,000 by the Company. Mr.
Carey's base salary is to be reviewed no less frequently than annually. Mr.
Carey is entitled to be paid $55,000 annually as special benefits to help cover
the cost of housing, school fees, home leave and club memberships. Mr. Carey
participates in benefit plans and fringe benefits available also to all other
senior executives of the Company. Mr. Carey employment agreement entitles him
to receive bonuses in accordance with the Bonus Plan. See "Approval of
Executive Bonus Plan."

Mr. Carey may terminate his employment agreement only for "good reason,"
which includes the Company's' failure to perform its obligations under the
agreement. The Company may terminate the

agreement for "cause," which includes Mr. Carey's willful refusal to follow
written orders of the Board of Directors, willful engagement in conduct
materially injurious to the Company, dishonesty of a material nature, conviction
of a felony involving moral turpitude, or continued failure to perform his
required duties. If the Company terminates the agreement for cause or Mr. Carey
terminates it without good reason, Mr. Carey's salary and benefits will be paid
only through the date of termination. If the Company terminates the employment
agreement other than for cause or if Mr. Carey terminates it for good reason,
the Company will pay Mr. Carey his salary and benefits through the date of
termination in a single lump sum payment and other amounts or benefits at the
time such amounts would have been due.

Pursuant to the agreement, Mr. Carey has agreed that during the term of
employment, and for a one-year period following a termination of employment, he
will not compete with the Company. In case his contract is terminated before
August 1, 2004, the Company has agreed to pay Mr. Carey's salary for one year
and to provide certain benefits for six months. The ownership by Mr. Carey of
less than five percent of the outstanding stock of any corporation listed on a
national securities exchange conducting any competitive business shall not be
viewed as a violation of his agreement. For options granted to Mr. Carey as a
member of the Board of Directors, see "--1997 Stock Incentive Plan."

Neil Crook entered into three-year employment agreements with the Company
and with Carey Agri as of February 7, 2000. Mr. Crook serves as the chief
financial officer of both companies. He is paid a base salary of $114,840,
$52,440 of which is paid by the Company and $ 48,000 of which is paid by Carey
Agri and $14,400 of which is paid by other Polish subsidiaries. Mr. Crook was
awarded 5,000 options for shares of Common Stock when he entered into his
employment agreement, and the Company agreed to grant him another options for
10,000 shares on February 7, 2001 and options for 15,000 shares on February 7,
2002. The options are valid for 48 months after the grant date and become
exercisable 12 month after the grant date. Mr. Crook is entitled to participate
in other benefit plans and fringe benefits available to senior officers of the
Company.

Similar to Mr. Carey, Mr. Crook may terminate his employment agreements
with the Company for "good reason." The Company and Carey Agri may terminate
their respective employment agreements with Mr. Crook on 180 days' notice. The
Company can also terminate its agreement with Mr. Crook if he is unable to
perform his duties for a consecutive three-month period. Mr. Crook has entered
into a non-competition agreement with the Company similar to Mr. Carey's.

Jeffrey Peterson entered into an employment contract with the Company,
which commenced on July 31, 1998 and was extended on July 31, 2001 to end on
December 31, 2001. In 2001, Mr. Peterson was paid $39,000 by the Company for
serving as its Vice Chairman and $36,000 by Carey Agri for serving on its
Management Board. For options granted to Mr. Peterson as a member of the Board
of Directors of the Company, see "--1997 Stock Incentive Plan."

1997 Stock Incentive Plan

The Company's 1997 Stock Incentive Plan, as amended (the "Plan"), provides
for the grant of incentive stock options within the meaning of Section 422 of
the Code, non-qualified options, stock appreciation rights, restricted stock and
restricted stock units to directors, executives and other employees of the
Company and any of its subsidiaries or of any service provider, as defined,
whose participation in the Plan is determined to be in the best interest of the
Company. The Plan authorizes the issuance of up to 750,000 shares of Common
Stock (subject to anti-dilution adjustments in the event of a stock split,
recapitalization or similar transaction).

The Board of Directors has the full power and authority to take all actions
and to make all determinations required under the Plan, but has currently
delegated that authority to its Compensation Committee, which has the authority
to interpret the Plan and to prescribe, amend and rescind rules and

regulations relating to the Plan. The Compensation Committee's interpretations
of the Plan and its determinations pursuant to the Plan will be final and
binding on all parties claiming an interest under the Plan. The Plan was adopted
by the Board of Directors on November 27, 1997, which is the effective date of
the Plan, and approved by the Company's stockholders in December 1997. The term
of the Plan is ten years from its effective date, and no grants may be made
under the Plan after that date.

Automatic grants to purchase 1,500 shares of common stock are made to
outside directors of the Company. These grants are made upon initial election
to the board and on re-election. In addition, the Chairpersons of the Audit and
the Compensation committees are granted annually options to purchase 3,000
shares, and each other committee member is granted annually options to purchase
500 shares. Further grants of options for 4,500 shares are made annually to the
Chairman of the Board and grants of options for 2,500 shares annually to the
Vice Chairman of the Board.

The option exercise price for incentive stock options granted under the
Plan may not be less than 100% of the fair market value of the Common Stock on
the date before the granting of the option. Options may be exercised up to 10
years after grant, except as otherwise provided in the particular option
agreement. Payment for shares purchased under the Plan shall be made in cash or
cash equivalents. With respect to any participant who owns stock possessing more
than 10% of the voting power of all classes of stock of the Company, however,
the exercise price of any incentive stock option granted must equal at least
110% of the fair market value on the grant date and the maximum term of an
incentive stock option must not exceed five years.

The Plan also authorizes the grant of stock appreciation rights whereby the
grantee of a stock option may receive payment from the Company of an amount
equal to the excess of the fair market value of the shares of Common Stock
subject to the option surrendered over the exercise price of such shares. A
particular award agreement may permit payment by the Company either in shares of
Common Stock, cash or a combination thereof.

Options granted under the Plan are generally not transferable except that
non-qualified options may, in certain circumstances, be transferred to family
members of the grantee. If any optionee's employment with the Company or a
service provider terminates by reason of death, options will fully vest and may
be exercised within 24 months after such death. If the optionee's employment
terminates by reason of disability, options will continue to vest and shall be
exercisable to the extent vested for a period of one year after the termination
of employment. If the optionee's employment terminates for any other reason,
options not vested will terminate and vested options held by such optionee will
terminate 90 days after such termination.

The Plan also authorizes the grant of restricted stock or restricted stock
units, which are rights to receive shares of Common Stock in the future. Both
the restricted stock and restricted stock units will be subject to restrictions
and risk of forfeiture. Such restriction may include not only a period of time
of further employment or service to the Company or Carey Agri or a service
provider but the satisfaction of individual or corporate performance objectives.
Performance objectives may include, among others, the trading price of the
shares of Common Stock, market share, sales, earnings per share and return on
equity. Unless the particular award agreement states otherwise, the holders of
restricted stock shall have the right to vote such shares of Common Stock and
the right to receive any dividends declared and paid with respect to such stock,
but the holders of restricted stock units shall have no such rights.

If the grantee's employment with the Company or Carey Agri or a service
provider terminates by reason of death, all restricted stock and restricted
stock units granted under the Plan shall fully vest. If the grantee's employment
terminates by reason of disability, the grantee's restricted stock or restricted
stock units shall continue to vest for a period of one year. If the grantee's
employment is terminated for any other reason, the restricted stock or
restricted stock units shall be forfeited.

In the event of the dissolution or liquidation of the Company or upon a
merger, consolidation or reorganization of the Company in which the Company is
not the surviving entity, or upon a sale of substantially all of the assets of
the Company or upon any transaction (including one in which the Company is the
surviving entity) approved by the Board of Directors that results in any person
or entity owning eighty percent or more of the combined voting power of all
classes of securities of the Company, outstanding restricted stock and
restricted stock units shall vest and all options become immediately
exercisable, within a stated period, unless provision is made in writing in
connection with such transaction for the continuation of the Plan or the
assumption or substitution of such options, restricted stock and restricted
stock units.

The Board of Directors may amend, suspend or terminate the Plan with
respect to the shares of Common Stock as to which grants have not been made.
However, the Company's stockholders must approve any amendment that would cause
the Plan not to comply with the Code.

Option Grants and Exercises. The following table sets forth information
with respect to grants of stock options to the Company's two most highly
compensated executive officers during the year ended December 31, 2001.

Option Grants in Last Fiscal Year

Individual Grants
---------------------------------------------------------------
Potential Realized
Percent of Value at
Total Assumed Annual
Number of Options Rates of Stock
Securities Granted to Price Appreciation
Underlying Employees For Option Term
Options in 2001 Exercise Expiration
Name Granted Fiscal Year Price Grant Date Date 5% 10%
- ---- ---------- ----------- -------- ---------- ---------- -- ---

William V. 10,000 17% $4.00 4/23/01 4/23/11 $25,156 $63,750
- -----------
Carey
-----
Neil Crook 5,000 9% $4.00 4/23/01 4/23/11 $12,578 $31,875
- ----------

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

Number of
Shares Underlying Value of Unexercised
Number of Unexercised Options at In-the-Money Options at
Shares Acquired December 31, 2001 December 31, 2001($)(1)
on Value ----------------------- -----------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- -------- ----------- ------------- ----------- -------------

Named Executive
Officers as
of December 31,
2001:
William V. Carey..... -- -- 62,500 -- $383,688 --
Neil Crook........... -- -- 20,000 -- $ 79,375 --

CERTAIN TRANSACTIONS

The Company distributes Sutter Home wines in Poland. Mr. Richardson, a
director of the Company, was Director of Sales and Marketing Europe of Sutter
Home Winery, Inc. The total value of Sutter Home wines sold by the Company in
2001 was approximately $0.6 million.

SECURITY OWNERSHIP OF
PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the outstanding Common Stock as of March 8, 2002: (i) by each
person who is known by the Company to beneficially own more than 5% of the
common stock; (ii) by each director and nominee for director of the Company;
(iii) by each of the executive officers of the Company; and (iv) by all
directors and executive officers of the Company as a group. All information in
this section is given on the basis of outstanding securities plus securities
deemed outstanding under Rule 13d-3 of the Securities Exchange Act of 1934, as
amended. Except as otherwise noted, the persons named in the table have sole
voting and investment power with respect to all shares of common stock shown as
beneficially owned by them.

Name and Address of Amount and nature of Percent of
Beneficial Owner Beneficial Ownership Class
- --------------------------------------------------------------------------------

William V. Carey (1) 1,218,380 27.1%
1602 Cottagewood Drive
Brandon, FL 33511

William V. Carey Stock Trust (1) 503,740 11.2%
1602 Cottagewood Drive
Brandon, FL 33511

Jeffrey Peterson (2) 641,240 14.2%
1707 Waldemere Street
Sarasota, FL 34239

Neil Crook (3) 25,000 *
Ul. Kajki 84/86
04-621 Warsaw

James T. Grossmann (4) 24,000 *
805 S. Fairfax Street
Alexandria, VA 22314

Jan W. Laskowski (5) 18,000 *
10/16 Marszatkowska m.6
00-102 Warsaw Poland

Joe M. Richardson (6) 13,340 *
Ul. Europejska 32A
Warsaw, Poland

Name and Address of Amount and nature of Percent of
Beneficial Owner Beneficial Ownership Class
- --------------------------------------------------------------------------------
Evangelos Evangelou (7) 45,200 *
Ul Fosa 37B M.45
02-768 Warsaw, Poland

Tony Housh (8) 10,500 *
Bracka 25
00-028 Warsaw, Poland

All Directors and Officers as a Group 1,995,660 44.4%
(eight people)
- --------------------------------------------------------------------------------

* Less than 1%
- --------------
(1) Includes 714,640 shares beneficially owned by Mr. Carey (62,500 shares of
common stock can be acquired upon the exercise of currently exercisable
options or within 60 days as of March 8, 2002, and 59,400 shares held of
record) and 503,740 shares held in the name of the William V. Carey Stock
Trust. Mr. Carey is the beneficiary of the shares of the Common Stock held
in the William V. Carey Stock Trust, and he will become the sole owner of
these shares and may terminate the trust on December 11, 2005. Mr. Carey
administers the trust, which includes the power to vote the securities held
and make any investment decisions, with one other trustee, Remy Hermida,
1707 West Reynolds Street, Plant City, Florida 33567. The trust instrument
permits one trustee to delegate any and all power, duties or directions to
the other trustee, although this action has not been taken.

(2) Represents 33,000 shares of Common Stock that can be acquired upon the
exercise of currently exercisable options and 14,000 shares held on record.

(3) Represents 20,000 shares of Common Stock that can be acquired upon the
exercise of currently exercisable options and 5,000 shares held on record.

(4) Represents 23,000 shares of Common Stock that can be acquired upon the
exercise of currently exercisable options and 1,000 shares held of record.

(5) Represents 18,000 shares of Common Stock that can be acquired upon
exercising currently exercisable options.

(6) Represents 9,500 shares of Common Stock that can be acquired upon
exercising currently exercisable options and 3,840 shares held of record.

(7) Represents 44,000 shares of Common Stock that can be acquired upon
exercising currently exercisable options and 1,200 shares held on record.

(8) Represents 10,500 shares of Common Stock that can be acquired upon
exercising currently exercisable options.

COMPARATIVE STOCK PRICES

The following chart sets forth comparative information regarding the Company's
cumulative stockholder return on its common stock since its Initial Public
Offering completed in July 1998. Total stockholder return is measured by
dividing total dividends (assuming dividend reinvestment) plus share price
change for a period by the share price at the beginning of the measurement
period. The Company's cumulative stockholder return based on an investment of
$100 at July 28, 1998, when the common stock was first traded on the NASDAQ
market, at its closing price of $6.50 is compared to the cumulative total return
of the CRSP Total Return Index for the NASDAQ Market (US and Foreign) and the
NASDAQ Non-Financial Stocks Index, comprised of publicly traded companies which
are principally in Non-Financial business during that same period.

Comparison of the Fourteen Quarter periods Cumulative Total Return*
Among the Company, the NASDAQ Market
And NASDAQ Non-Financial Stocks

[GRAPH APPEARS HERE]

- --------------------------------------------------------------------------------------------------------------------------------
Jun-98 Sep-98 Dec-98 Mar-99 Jun-99 Sep-99 Dec-99
- --------------------------------------------------------------------------------------------------------------------------------

CEDC 100 550 613 700 850 625 500
- --------------------------------------------------------------------------------------------------------------------------------
CRSP Total Return Index for the 100 551 715 802 878 897 1334
Nasdaq Market (US & Foreign)
- --------------------------------------------------------------------------------------------------------------------------------
Nasdaq Non-Financial Stocks 100 552 730 830 906 940 1430
- --------------------------------------------------------------------------------------------------------------------------------
Mar-00 Jun-00 Sep-00 Dec-00 Mar-01 Jun-01 Sep-01
- --------------------------------------------------------------------------------------------------------------------------------
CEDC 538 438 400 200 287 449 630
- --------------------------------------------------------------------------------------------------------------------------------
CRSP Total Return Index for the 1501 1301 1202 805 598 703 487
Nasdaq Market (US & Foreign)
- --------------------------------------------------------------------------------------------------------------------------------
Nasdaq Non-Financial Stocks 1623 1403 1281 834 606 714 477
- --------------------------------------------------------------------------------------------------------------------------------
Dec-01
- --------------------------------------------------------------------------------------------------------------------------------
CEDC 1238
- --------------------------------------------------------------------------------------------------------------------------------
CRSP Total Return Index for the
Nasdaq Market (US & Foreign) 635
- --------------------------------------------------------------------------------------------------------------------------------
Nasdaq Non-Financial Stocks 637
- --------------------------------------------------------------------------------------------------------------------------------

. $100 invested on July 28, 1998, including reinvestment of dividends. Fourteen-
quarter periods ending December 31, 2001.

APPROVAL OF EXECUTIVE BONUS PLAN

(Proposal 2)

In 2001, the Board adopted an Executive Bonus Plan (the "Bonus Plan")
designed to provide incentives to the Company's three most senior executives.
The Bonus Plan is being submitted to the shareholders for their action pursuant
to Nasdaq listing requirements.

Description of Bonus Plan

Under the Bonus Plan, the bonus, when earned, is to be paid partly in cash
and partly in options to acquire Common Stock. The size of the bonus relates to
the amount of the Company's audited net earnings in a year (but not including
deductions for interest payments, depreciation, amortization, foreign-exchange
adjustments or tax payments) ("Adjusted Net") measured against two earnings
thresholds adopted by the Board. For 2001, the lower threshold was $6.0 million
and the upper threshold was $7.0 million. These thresholds will be set annually
by the Board at its annual meeting following the Annual Meeting of shareholders.
If Adjusted Net for a year is above the lower threshold, the bonus will amount
to 2% of the Adjusted Net above the lower threshold. In addition, options for
10,000 shares of Common Stock of the Company will be granted to the Chief
Executive Officer and options for 5,000 shares of Common Stock of the Company
will be granted to each of the Chief Financial Officer and the Chief Operating
Officer. If the Adjusted Net for a year is above the upper threshold, the bonus
will consist of 2.5% of the Adjusted Net above the lower threshold and the grant
of options will be for 12,500 shares of Common Stock to the Chief Executive
Officer and the grant of options for 7,500 shares to each of the Chief Financial
Officer and the Chief Operating Officer. Fifty percent of the cash bonus is to
be paid to the Chief Executive Office and 25% to each of the Chief Financial
Officer and the Chief Operating Officer. The Bonus Plan will terminate after
payments have been made, if any, relating to the Company's audited net earnings
in 2004.

If one or both of the Adjusted Net thresholds are met for any year, the
options required to be granted under the Bonus Plan will be granted to the
senior executives at the Board's annual meeting held in the following year.
These options will be granted pursuant to the terms and conditions of the Plan
and will relate to shares of Company Common Stock reserved for issuance under
the Plan. The exercise price of the options will be equal to the closing price
of the Company's Common Stock on the day immediately preceding the date on which
the options are granted at the Board's annual meeting. The options, which will
be fully vested on the date of grant, may be exercised in whole or in part and
will have a term of 10 years from the date of grant.

The Bonus Plan was adopted by the Board to formalize the practice of the
Board in granting options at its annual meeting to the most senior officers
based on the previous year's financial results. Requiring that a certain number
of options be granted based on such results, rather than leaving the decision to
the Board's discretion, brings predictability to the process and, thus, the
Board believes, better provides incentives to the executives who can most affect
the Company's financial performance. The Board believes the number of options
that may be granted is reasonable given the Board's past practices. The Board
will seek to set the yearly financial targets at a level that the executives
have a reasonable expectation of meeting or even exceeding, based on the yearly
projection presented to the Board.

Benefits under the Plan are not determinable for years 2002, 2003 and 2004.
The table below shows the benefits that will be paid for 2001 if the Bonus Plan
is approved by the Company shareholders. In 2001, the lower threshold of $6.0
million of Adjusted Net was exceeded.

New Plan Benefits

Plan Name: Executive Bonus Plan

Name and Position Cash Bonus Number of Options

William V. Carey $65,410 10,000
President and Chief Executive
Officer

Neil Crook $32,705 5,000
Chief Executive Officer

Evangelos Evangelou $32,705 5,000
Chief Operating Officer

All Executive Officers
as a Group (three persons) $90,820 20,000

Federal Tax Consequences of the Issuance and Exercise of Options under the Bonus
Plan

Incentive Stock Options. The grant of an option will not be a taxable event
for the grantee or for the Company. A grantee will not recognize taxable income
upon exercise of an incentive stock option (except that the alternative minimum
tax may apply), and any gain realized upon a disposition of the Company's Common
Stock received pursuant to the exercise of an incentive stock option will be
taxed as long-term capital gain if the grantee holds the shares of Common Stock
for at least two years after the date of grant and for one year after the date
of exercise (the "holding period requirement"). The Company will not be
entitled to any business expense deduction with respect to the exercise of an
incentive stock option, except as discussed below.

For the exercise of an option to qualify for the foregoing tax treatment,
the grantee generally must be our employee or an employee of our subsidiary from
the date the option is granted through a date within three months before the
date of exercise of the option.

If all of the foregoing requirements are met except the holding period
requirement mentioned above, the grantee will recognize ordinary income upon the
disposition of the Common Stock in an amount generally equal to the excess of
the fair market value of the Common Stock at the time the option was exercised
over the option exercise price (but not in excess of the gain realized on the
sale). The balance of the realized gain, if any, will be capital gain. The
Company will be allowed a business expense deduction to the extent the grantee
recognizes ordinary income, subject to the Company's compliance with Section
162(m) of the Internal Revenue Code and to certain reporting requirements.

Non-Qualified Options. The grant of an option will not be a taxable event
for the grantee or the Company. Upon exercising a non-qualified option, a
grantee will recognize ordinary income in an amount equal to the difference
between the exercise price and the fair market value of the Common Stock on the
date of exercise. Upon a subsequent sale or exchange of shares acquired
pursuant to the exercise of a non-qualified option, the grantee will have
taxable capital gain or loss, measured by the difference between the amount
realized on the disposition and the tax basis of the shares of Common Stock
(generally, the amount paid for the shares plus the amount treated as ordinary
income at the time the option was exercised).

If the Company complies with applicable reporting requirements and with the
restrictions of Section 162(m) of the Internal Revenue Code, the Company will be
entitled to a business expense deduction in the same amount and generally at the
same time as the grantee recognizes ordinary income.

A grantee who has transferred a non-qualified stock option to a family
member by gift will realize taxable income at the time the non-qualified stock
option is exercised by the family member. The grantee will be subject to
withholding of income and employment taxes at that time. The family member's
tax basis in the shares of Common Stock will be the fair market value of the
shares of Common Stock on the date the option is exercised. The transfer of
vested non-qualified stock options will be treated as a completed gift for gift
and estate tax purposes. Once the gift is completed, neither the transferred
options nor the shares acquired on exercise of the transferred options will be
includable in the grantee's estate for estate tax purposes.

Approval Requirement

Assuming the presence of a quorum, the affirmative vote of a majority of
the votes cast at the Annual Meeting is required to approve Proposal 2.

If the Bonus Plan is not adopted, it is the Board's intention to pay the
cash element of the bonus, for which shareholder approval is not needed, and to
award options to the senior executive officers and other employees as it deems
in the best interests of the Company and its shareholders, in accordance with
the purposes of the Plan, and consistent with its past practices.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2.

RATIFICATION OF THE APPOINTMENT
OF THE COMPANY'S INDEPENDENT PUBLIC AUDITORS
(Proposal 3)

On March 2, 1993, the Company engaged the accounting firm of Ernst & Young
Audit Sp. z o.o. as the Company's principal independent auditors.

Stockholder ratification of Proposal 3 is not required by the Bylaws or
otherwise. However, the Board of Directors is submitting Proposal 3 to the
stockholders for ratification as a matter of good corporate practice. If the
stockholders fail to ratify Proposal 3, the Board of Directors will reconsider
whether or not to retain Ernst & Young Audit Sp. z o.o. Even if Proposal 2 is
ratified, the Board of Directors in its discretion may direct the appointment of
a different independent accountant at any time during the year if the Board of
Directors determines that such a change would be in the best interests of the
Company and its stockholders.

Representatives of Ernst & Young Audit Sp. z o.o. will not be present at
the Annual Meeting.

Assuming the presence of a quorum, the affirmative vote of a majority of
the votes cast at the Annual Meeting is required to approve Proposal 3.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 3.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, officers and beneficial
owners of more than 10% of the Common Stock to file with the SEC initial reports
of ownership of the Company's equity securities and to file subsequent reports
when there are changes in such ownership. Officers, directors and beneficial
owners of more than 10% of the Common Stock are required by SEC regulations to
furnish the Company with copies of all Section 16(a) reports they file. Except
as noted below, based solely on our review of the copies of such reports
furnished to us by our directors and officers during and with respect to the
year 2001 or upon written representations that no other reports were required,
we believe that all Section 16(a) filing requirements applicable to our
directors, officers and greater than ten percent beneficial owners were
satisfied. Jan Laskowski and Jeffery Peterson inadvertently filed a late Form 4
in connection with one transaction each.

SUBMISSION OF STOCKHOLDER PROPOSALS FOR ANNUAL MEETINGS

Any proposal or proposals by a stockholder intended to be included in the
Company's proxy statement and form of proxy relating to the 2003 annual meeting
of stockholders must be received by the Company no later than December 1, 2002,
pursuant to the proxy solicitation rules of the SEC. Nothing in this paragraph
shall be deemed to require the Company to include in its proxy statement and
proxy relating to the 2003 annual meeting of stockholders any stockholder
proposal which may be omitted from the Company's proxy materials pursuant to
applicable regulations of the SEC in effect at the time such proposal is
received.

Under the Company's Bylaws, to be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive office of the
Company not less than 60 days and not more than 90 days prior to the meeting;
provided, however, that in the event that less than 75 days notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the 15/th/ day following the day on which such notice of
the date of the annual meeting was mailed or such public disclosure was made.
Since the first notice of the Annual Meeting has been given through this Proxy
Statement, a stockholder's notice must be delivered to the Company no later than
April 21, 2002.

A stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Company's books, of the stockholder proposing
such business, (c) the class and number of shares of the Company's stock which
are beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business.

OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING

The Board of Directors of the Company does not know of any other matters to
be presented for a vote at the Annual Meeting. If, however, any other matter
should properly come before the Annual Meeting or any adjournment thereof, the
persons named in the accompanying proxy will vote such proxy in accordance with
the directions of the Board, or in the absence of such Directors, in their own
best judgment.

By Order of the Board of Directors

/s/ William V. Carey
William V. Carey
Chairman and Chief Executive Officer
Sarasota, Florida
April 1, 2002

A copy of the Annual Report to Stockholders for the fiscal year ended December
31, 2001 accompanies this Proxy Statement. The Company will provide copies of
the exhibits to the Form 10-K upon payment of a reasonable fee, upon receipt of
a request address to the Corporate Secretary, Central European Distribution
Corporation, 1343 Main Ave., Suite 301, Sarasota, Florida 34236. This fee will
be limited to the Company's reasonable expenses in providing the exhibits.

Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of Stockholders
CENTRAL EUROPEAN DISTRIBUTION CORPORATION

April 29, 2002

.Please Detach and Mail in the Envelope Provided.

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A [X] Please mark
votes as in
this example.

FOR all nominees WITHHOLD THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR MATTERS FOR AGAINST ABSTAIN
listed at right AUTHORITY (1), (2) AND (3) LISTED BELOW. [_] [_] [_]
(except as marked to to vote for all 2. To approve a new benefit plan for senior officers called
the contrary below). nominees listed at right. the Executive Bonus Plan.
FOR AGAINST ABSTAIN
1. Election of six [_] [_] Nominees WILLIAM V. CAREY 3. To ratify the Board of Directors' [_] [_] [_]
(6) directors, to JAMES T. GROSSMANN appointment of Ernst & Young Audit Sp.
serve until the TONY HOUSH z.o.o. as the Company's independent
2003 Annual JAN W. LASKOWSKI public auditors for the year 2002.
Meeting of Stockholders. JEFFREY K. PETERSON
JOE M. RICHARDSON
FOR, except withheld from the following 4. To transact such other business as may properly come
nominee(s): before the Annual Meeting or any adjournment thereof.
_________________________________________
This Proxy, which is solicited on behalf of the Board of
directors, will be voted FOR the matters described in
paragraph (1), (2) and (3) unless the shareholder specifies
otherwise, (in which case it will be voted as specified).

SIGNATURE __________________________DATED____________________, 2002 SIGNATURE_______________________DATED_______________,2002
NOTE: Please sign exactly as name or names appear hereon. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If a corporation, please sign in full corporate name by president of other authorized officer.
If a partnership, please sign in partnership name by authorized partner.

PROXY PROXY
- ----- -----

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Solicited on behalf of the Board of Directors)

The undersigned holder of common stock of Central European Distribution
Corporation revoking all proxies heretofore given, hereby constitutes and
appoints William V. Carey and Jeffrey Peterson, and each of them Proxies, with
full power of substitution, for and in the name, place and stead of the
undersigned, to vote all of the undersigned's shares of the said stock,
according to the number of votes and with all the powers the undersigned would
possess if personally present, at the Annual Meeting of Stockholders of Central
European Distribution Corporation, to be held at the offices of Brean Murray &
Co. Inc, 570 Lexington Avenue, 11th floor, New York, New York, Monday, April 29,
2002, at 10:00 a.m., local time, and at any adjournments thereof.

The undersigned hereby acknowledges receipt of the Notice of Meeting and
Proxy Statement relating to the meeting and hereby revokes any proxy or proxies
heretofore given.

Each properly executed Proxy will be voted in accordance with the
specifications made on the reverse side of this Proxy and in the discretion of
the board of directors on any other matter which may properly come before the
meeting. Where no choice is specified, this Proxy will be voted FOR all listed
nominees to serve as directors and FOR proposals 2 and 3.

PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE