SCHEDULE 14A

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

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[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 Pursuant to (S)240.14a-11(c) or (S)240.14a-12

Arlington Hospitality, Inc.
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(Name of Registrant as Specified In Its Charter)

Committee to Enhance Shareholder Value
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, of other than the Registrant)

Payment of Filing Fee (Check the appropriate box)

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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2) Aggregate number of securities to which transaction applies:

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

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

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

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:
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PROXY STATEMENT

Dated July ___, 2002

Of Committee to Enhance Shareholder Value
in Opposition to Two Management Nominees to the
Board of Directors of
Arlington Hospitality, Inc.
for Use at the
Annual Meeting of Stockholders of
Arlington Hospitality, Inc.
to be Held
August 15, 2002

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

This proxy statement is furnished to the holders of shares of common
stock, par value $0.005 per share, of Arlington Hospitality, Inc., a Delaware
corporation ("AHI"), in connection with the solicitation of proxies by the
Committee to Enhance Shareholder Value. The Committee to Enhance Shareholder
Value is comprised of Charles B. Benenson, Richard A. D'Onofrio, Kenneth M. Fell
and H. Andrew Torchia, and will be referred to in this proxy statement by "we"
or "our," as the context requires, or as the "Committee." We are soliciting
proxies for use at the annual meeting of stockholders to be held on August 15,
2002, at 10:30 a.m., at AHI's headquarters, 2355 South Arlington Heights Road,
Suite 400, Arlington Heights, Illinois 60005, and any adjournment thereof. The
close of business on July 1, 2002, has been fixed as the record date for
determining stockholders entitled to receive notice of and to vote at the annual
meeting. This proxy statement is first being furnished to stockholders on or
about July ___, 2002.

We beneficially own a total of 1,345,251 shares of AHI's issued and
outstanding common stock. For the reasons described in detail below, we are
soliciting proxies to elect Steven J. Belmonte and Kenneth M. Fell to AHI's
board of directors, to serve as directors until their successors are duly
elected and qualified.

WHO WE ARE

One of our members, Kenneth M. Fell, is also one of our nominees, and
biographical information on Mr. Fell is contained under the caption "OUR
NOMINEES" below. Information on our remaining members is set forth below.

Charles B. Benenson is the General Manager of The Benenson Capital
Company, a national real estate investment firm based in New York City.

Richard A. D'Onofrio, a co-founder of AHI, is a business development
consultant. He is also the secretary of Urban 2000 Corp., which is a business
development, consulting and investment firm. Mr. D'onofrio has a 49% ownership
interest in Urban 2000 Corp.

H. Andrew Torchia, a co-founder of AHI, is the sole director, president and
treasurer of Urban 2000 Corp. and an active partner in various partnerships and
limited liability companies. Mr. Torchia has a 51% ownership in Urban 2000 Corp.

On April 29, 2002, AHI exercised its option to purchase the interest of
Urban Niles 1290 Corp., a subsidiary of Urban 2000 Corp., in a partnership for
consideration of $131,864. The partnership holds a leasehold interest in a
hotel. The price paid to Urban Niles 1290 Corp. was determined at the time the
option was granted, which was approximately ten years before the purchase. The
interest of Urban Niles 1290 Corp. in the partnership was purchased on the same
terms and conditions as those of the other partners in the partnership.

We have entered into a joint filing agreement under which we have agreed to
jointly file and update reports required pursuant to Section 13(d) of the
Securities Exchange Act of 1934. The Benenson Capital Company and Urban 2000
Corp. are also parties to this joint filing agreement. Additionally, each of our
nominees has consented in writing to being named a nominee and to serve on AHI's
board of directors if elected. Except as described in this paragraph, there are
no contracts, arrangements, understandings or relationships, legal or otherwise,
among the members of the Committee or their associates with respect to any
securities of AHI, and no such contract, arrangement, understanding or
relationship existed during the past year.

WHY YOU SHOULD ELECT OUR NOMINEES
TO THE BOARD OF DIRECTORS

It's Time for a Change

Deficiencies in AHI's Performance and Structure

We believe it is time for a change at AHI because of the company's failings
in several areas, but particularly in the areas of stock performance, maximizing
shareholder value and corporate governance. These failings are discussed in more
detail in the subsections that follow.

Poor Stock Performance. Over the last several years AHI's stock has
performed extremely poorly. This poor performance is illustrated by the
following graph, which compares the yearly percentage change in the cumulative
total shareholder return on AHI's common stock against the cumulative total
return of the Nasdaq U.S. index and the Nasdaq Non-Financial index for the
period beginning December 31, 1996 and ending December 31, 2001.

[GRAPH OMITTED]

Date 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01

Arlington
Hospitality, Inc. 100.000 92.459 61.304 54.249 50.249 33.607
Nasdaq US 100.000 122.477 172.681 320.894 193.012 153.153
Nasdaq
Non-Financial 100.000 117.056 171.826 336.879 196.365 150.080

Assumes $100 invested on December 31, 1996 in the common stock of AHI and the
Nasdaq Stock Market and the Nasdaq Non-Financial Stocks.

Failure to Maximize Shareholder Value. We believe AHI has failed to
develop a consistent strategy for maximizing shareholder value, which has
resulted in its poor performance. Specifically, we believe AHI has failed to
deploy its assets in a manner which maximizes the return on those assets, and to
at least study alternatives to its present strategy. For example, it may be
inefficient to continue operating a large portfolio of smaller hotels. We are
not aware that the company has engaged in a detailed analysis of the costs of
continuing to own and manage this type of portfolio. We believe such an analysis
could result in a decision to sell a substantial number of AHI's hotels, which
could allow it to realize a gain and devote its assets to more productive uses.

We believe AHI's structure has prevented it from maximizing shareholder
value. The company's substantial general and administrative expenses may include
costs of personnel not essential to operations and which do not produce profits.

In our view AHI has not developed a consistent strategy with regard to
use of the company's cash. For example, we are not aware of the company's
analyzing the desirability of either a consistent stock buy-back program or a
quarterly dividend.

We do not believe AHI has taken full advantage of an agreement it
entered into with Cendant Corporation in September 2000. Under the agreement,
AHI sold the franchising rights to the AmeriHost Inn and AmeriHost Inn & Suites
brand names and received, in addition to cash consideration, the right to
receive royalties from franchising fees for AmeriHost Inn hotels. In addition,
the agreement provides AHI with incentives to expand the AmeriHost Inn and
AmeriHost Inn & Suites brand names, in the form of a significant fee paid to AHI
when one of its existing hotels is sold to a buyer who enters into an Amerihost
Inn franchise agreement with Cendant, or when the company develops a new hotel
which is sold to a franchisee of Cendant. This fee will apply to up to 370
hotels during the fifteen-year term of the agreement between AHI and Cendant.
The incentive fee for new hotels is payable upon the sale to any Cendant
franchisee; the franchise agreement which is signed does not need to be an
AmeriHost Inn agreement.

We do not believe that AHI's management has maximized the potential
benefits to the company under the agreement with Cendant. In particular, we
believe AHI has not taken advantage of the significant fees and royalties from
the Cendant agreement by reducing its hotel

inventory at a faster pace, and has not actively sought out third-party
development transactions which would enable it to earn additional incentive
fees.

Poor Corporate Governance. Although AHI has made some strides in
improving its corporate governance, we believe it needs to make further
improvements in this area. For example, AHI has only three committees - an audit
committee, a compensation committee, and a corporate governance committee. It
does not have a committee with a function relating to strategy or the overall
direction of the company which meets with management on a regular basis. In
addition, its Chairman and Chief Executive Officer are the same person.

Other Deficiencies in Structure or Performance. In addition to AHI's
failure to maximize shareholder value, AHI has deficiencies in several other
areas. For example, Michael P. Holtz, the company's President and Chief
Executive Officer, is the only executive officer of the company capable of
managing the company's operations. This creates concerns with regard to whether
AHI has a senior executive with the ability to succeed Mr. Holtz. AHI also does
not have a strong investor relations program.

What Our Nominees Expect to Accomplish

If elected to AHI's board of directors, our nominees would seek to
initiate changes to remedy the deficiencies described above. Specific plans
which the nominees would propose for board consideration are described in the
sections which follow.

Maximizing Shareholder Value. If elected, our nominees would
immediately seek a review by the board of directors of its overall strategic
plan, including its asset deployment strategy. Specifically, our nominees would
recommend that the board:

. evaluate whether the costs of owning and managing a large
portfolio of small, geographically dispersed hotels from one
location is efficient.

. if the evaluation above demonstrates that owning and managing
such a large portfolio of hotels is not an efficient use of
company assets, devise a plan for increasing the pace of the
liquidation of hotels, which would have the effect of
producing gains, eliminating operating losses, and generating
cash as a result of the Cendant agreement;

. consider outsourcing management for any hotels which AHI
continues to own; and

. consider reducing AHI's general and administrative expenses by
outsourcing corporate overhead functions, such as accounting.

In conjunction with the above measures, our nominees would recommend
that the board of directors strongly consider steps designed to take full
advantage of the agreement with Cendant. These steps would include taking
advantage of the significant fees and royalties from the Cendant agreement by
reducing the company's hotel inventory at a faster pace and actively

seeking third-party development transactions enabling it to earn additional
fees. These transactions would allow the company to generate cash flow without
the risk of hotel ownership.

Our nominees would propose that the board consider other measures to
maximize the value to AHI of the relationship with Cendant. These could include:

. hiring an individual to work closely with Cendant to uncover
opportunities for additional developments and joint ventures,
and to assist in the sales of franchises; and

. seeking to develop larger hotels, and considering more
conversions, to generate greater residual royalties and
provide some protections against economic downturns.

Our nominees intend to request that the board carefully consider
whether AHI should change the means in which it utilizes its cash in order to
provide a better return to shareholders, including the following alternatives:

. a consistent stock buy-back program, with a possible expansion
if cash flow increases; and

. declaration of a quarterly dividend.

Corporate Governance. Our nominees, if elected, intend to immediately
ask the board to expand the review which it has initiated into AHI's corporate
governance practices, with a view to establishing standards which conform to the
guidelines established by the California Public Employees' Retirement System, or
"Calpers," and other relevant guidelines. In particular, our nominees would
propose a structure under which the board establishes AHI's broad policies and
has final approval over the company's strategic plan. Our nominees intend to
propose that the company's CEO and Chairman not be the same person, and that the
CEO be required to implement the strategic plan approved by the board and be
held more accountable by the board for noncompliance with the plan.

Our nominees intend to propose that, as part of its improved corporate
governance structure, AHI maintain the following committees, and create a
charter for each committee which clearly defines its functions:

. Compensation Committee;
. Audit Committee;
. Corporate Governance Committee;
. Management Committee;
. Asset Deployment Committee; and
. Shareholder Relations Committee.

The Compensation Committee, Corporate Governance Committee and Audit Committee
are already in existence. We think it is especially important that AHI create a
Management

Committee which formulates the overall strategy of the company and meets with
management on a regular basis.

Other Improvements. Our nominees intend to propose that AHI's board of
directors require management to develop a second senior executive with
responsibilities for managing the company's operations, in addition to the
President and CEO. In addition, they will suggest that AHI take steps to improve
its investor relations, including but not limited to sending a monthly letter to
shareholders from the company's CEO which updates investors on the company's
performance, and appointing a shareholder relations representative.

OUR NOMINEES

The following information about our director nominees has been furnished to
us by the nominees, who have consented in writing to being named as nominees for
election of directors and to serve as directors if elected. We have no reason to
believe that either of our nominees will be disqualified or unable or unwilling
to serve if elected. However, if either of our nominees is unable to serve or
for good cause will not serve, proxies may be voted for another person nominated
by us to fill the vacancy.

Kenneth M. Fell. Mr. Fell has been the President and sole owner of KF,
Inc., a financial derivatives trading corporation, since 1986. Mr. Fell has been
an independent floor trader and member of various divisions of the Chicago
Mercantile Exchange since 1983. Specifically, Mr. Fell has been a member of the
Index and Options Market since 1983, the International Monetary Market since
1984, and the Growth and Emerging Market since 1995. Mr. Fell's business address
is 30 S. Wacker Dr., Suite 1003, Chicago, Illinois 60606.

Steven J. Belmonte. Mr. Belmonte has over 30 years of experience in many
facets of the hotel industry, including high-level management experience. From
April 2002 to the present, Mr. Belmonte has been President and Chief Executive
Officer of Hospitality Solutions, L.L.C., a consulting firm for the hospitality
industry focusing on hotels. From 1991 to April 2002, Mr. Belmonte was the
President and Chief Executive Officer of Ramada Franchise Systems, Inc. and
Executive Vice President of the Hotel Division of Cendant Corporation. During
his tenure as President and CEO of Ramada Franchise Systems, Ramada experienced
growth in market share, brand awareness, call volume, reservation room nights,
revenue per available room and other areas. From 1983 to 1991, Mr. Belmonte was
the President and Chief Executive Officer of Equity Hotel Corporation, and in
this position was responsible for directing hotel operations for up to 32
properties in fourteen states.

Mr. Fell beneficially owns 490,700 shares of AHI's common stock, and Mr.
Belmonte beneficially owns 9,200 shares of AHI's common stock. See "SHAREHOLDER
OWNERSHIP OF COMMITTEE MEMBERS AND NOMINEES." Other than as set forth in this
proxy statement, including Exhibit A to the statement, neither of the nominees:

. beneficially owns any of AHI's securities;

. is the holder of record, but not beneficial owner, of any of AHI's
securities;

. has purchased or sold any of AHI's securities within the past two
years;

. has incurred debt for the purpose of acquiring or holding any of AHI's
securities;

. is or has been a party to any contract, arrangement or understanding
with any person with respect to any securities of AHI within the past
year;

. has been indebted to AHI or any of its subsidiaries since the
beginning of AHI's last fiscal year; or

. has any arrangement or understanding with respect to any future
transactions to which AHI or any of its affiliates will be a party. In
addition, neither of the nominees has had or is to have a direct or
indirect material interest in any transaction with AHI since the
beginning of AHI's last fiscal year, or any proposed transaction, to
which AHI or any of its affiliates was or is a party.

None of the organizations in which our nominees have conducted their
principal occupation or employment is a parent, subsidiary or other affiliate of
AHI, and neither nominee holds any position or office with AHI. Neither nominee
has any family relationship with any executive officer or director of AHI, and
neither has been involved in any legal proceedings of the type required to be
disclosed by the rules governing this solicitation.

OTHER PROPOSALS

Other than the election of directors, we are not aware of any proposals to
be brought before the AHI 2002 Annual Meeting. Should other proposals be brought
before the annual meeting, the persons named as proxies in the enclosed GREEN
proxy card will vote on these matters in their discretion.

BENEFICIAL OWNERSHIP OF COMMITTEE MEMBERS and nominees

The following table sets forth information regarding the beneficial
ownership of shares of AHI's common stock as of July 1, 2002 by each of our
members and each of our nominees. As of July 1, 2002, AHI had 4,958,056 shares
of common stock outstanding.

For purposes of the following table, a person is deemed to be the
beneficial owner of securities that can be acquired by the person within 60 days
from July 1, 2002 upon the exercise of warrants or options. Each beneficial
owner's percentage ownership is determined by assuming that options or warrants
that are held by the person, but not those held by any other person, and which
are exercisable within 60 days from July 1, 2002, have been exercised.

Beneficial Ownership

Shares Beneficially
owned as of
Name July 1, 2002. Percent Beneficially Owned
- ---- ------------------- --------------------------

H. Andrew Torchia 426,032 (1) 8.34%
Richard A. Donofrio 338,519 (2) 6.63%
Kenneth M. Fell 490,700(3) 9.90%
Charles B. Benenson 90,000(4) 1.82%
Steven J. Belmonte 9,200 *

- -------------------------
* Less than 1 percent of AHI's outstanding shares.
(1) Includes 65,543 shares owned directly, 150,000 shares issuable upon the
exercise of options held by Mr. Torchia, 11,400 shares of common stock
indirectly owned through Urban Defined Benefit Plan, 3,500 shares owned through
Rosemont Hotel 398, LP, and 195,589 of the 383,508 shares owned directly or
indirectly by Urban 2000 Corp., of which Mr. Torchia is the majority
shareholder, sole director, president and treasurer. In addition, Mr. Torchia
may be deemed the beneficial owner of the remaining 187,919 shares owned by
Urban 2000 Corp. Mr. Torchia disclaims beneficial ownership of these 187,919
shares.
(2) Consists of 600 shares indirectly owned through Urban Defined Benefit Plan,
150,000 shares issuable upon the exercise of options held by Mr. D'Onofrio and
187,919 of the 383,508 shares owned directly or indirectly by Urban 2000 Corp.,
of which Mr. D'Onofrio owns 49% and is the Secretary. In addition, Mr. D'Onofrio
may be deemed the beneficial owner of the remaining 195,589 shares owned by
Urban 2000 Corp. Mr. D'Onofrio disclaims beneficial ownership of these 195,589
shares.
(3) Consists of 88,100 shares held in IRA accounts for the benefit of Mr. Fell,
200,670 shares indirectly owned through the KF, Inc. Profit Sharing Plan,
199,430 shares indirectly owned through the Kenneth M. Fell Trust, of which Mr.
Fell is trustee, and 2,500 shares held in an IRA account for the benefit of Mr.
Fell's wife, Margaret A. Fell. Mr. Fell disclaims beneficial ownership of the
2,500 shares held in his wife's IRA account.
(4) Consists of 90,000 shares owned by The Benenson Capital Company, of which
Mr. Benenson is General Manager and a majority owner. Mr. Benenson disclaims
beneficial ownership of 13,500 of the shares owned by The Benenson Capital
Company.

A list of transactions by the members of the Committee and our nominees in
the past two years is attached to this proxy statement as Exhibit A.

YOUR VOTE IS IMPORTANT

To vote for our nominees, you must submit the enclosed GREEN proxy card and
must NOT submit the company's proxy card, even if you wish to vote for any of
the company's nominees. We urge you NOT to sign any proxy card sent to you by
the company. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING.

* IMPORTANT *

If your shares are held in the name of a brokerage firm, bank or nominee,
only they can vote such shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and give instructions for such shares to be voted.

If you have any questions or need assistance in voting your shares, please
call Kenneth Fell at (312)382-1984.

ELIGIBLE SHARES AND VOTE REQUIRED

Only holders of common stock of record on the record date will be entitled
to vote at the annual meeting. If you owned shares of AHI's common stock on the
record date we urge you to submit a proxy even if your shares have been sold
after the record date. A majority of shares of common stock outstanding as of
the close of business on July 1, 2002 must be present in person or by proxy for
AHI to hold the annual meeting and transact business. This is referred to as a
"quorum." Both abstentions and broker non-votes are counted as present for the
purpose of determining a quorum.

You may execute a green proxy card even if you have previously executed a
white proxy card or any other proxy card.

A "broker non-vote" occurs when a record owner of stock, such as a
broker-dealer, does not vote on a particular proposal because it has not
received instructions from the beneficial owner of the stock. Broker-dealers are
generally allowed to vote for some proposals but not others in the absence of
instructions from the beneficial owner.

According to AHI's proxy statement, AHI had 4,958,056 shares of common
stock outstanding on the record date. Each share of common stock entitles its
owner to one vote. For information concerning voting procedures at the annual
meeting, see "VOTING AND PROXY PROCEDURES."

Each nominee for election as a director requires a plurality of the votes
cast in order to be elected. A plurality means that the nominees with the
largest number of votes are elected as directors up to the maximum number of
directors to be elected at the annual meeting. Except for proposals relating to
the election of directors, shareholder approval of any proposal at the annual
meeting occurs if the votes cast in favor of the proposal exceed the votes cast
against the proposal. In the election of directors, an abstention or broker
non-vote will have no effect on the outcome. In the case of any other proposal,
abstention from voting will have the practical effect of voting against the
proposal.

Broker non-votes will be included in determining the presence of a quorum
at the annual meeting but will have no effect on the outcome of any proposals,
other than to reduce the number of "FOR" votes necessary to approve these
proposals.

SOLICITATION

Proxies may be solicited in person, by mail, advertisement, telephone,
facsimile, e-mail or similar means. Solicitation may be made by the individual
members of The Committee to Enhance Shareholder Value, our nominees and agents,
employees or affiliates of the committee members or nominees, none of whom none
of whom will receive additional compensation for such solicitation. Proxies will
be solicited from individuals, brokers, banks, bank nominees and other
institutional holders. We may request banks, brokerage houses and other
custodians, nominees and fiduciaries to forward all solicitation materials to
the beneficial owners of the shares they hold of record. We will reimburse these
record holders for their reasonable out-of-pocket expenses.

The entire expense of preparing, assembling, printing, and mailing this
Proxy Statement and related materials and the cost of soliciting proxies will be
borne by us. Although we cannot make a precise estimate at this time, we
currently estimate that the total expenditures we will incur relating to the
proxy solicitation will be approximately $30,000, of which $7,500 has been
incurred to date. If our nominees are elected to the board, we intend to seek
reimbursement of the costs of this solicitation from AHI.

VOTING SECURITIES OUTSTANDING;
INFORMATION ABOUT THE COMPANY

There were 4,958,056 shares of common stock reported outstanding by the
company in its Schedule 14A Proxy Statement filed with the SEC on July 10, 2002.
Each share of common stock entitles its owner to one vote.

You should see AHI's proxy statement for information regarding the
Company's common stock, the beneficial ownership of company common stock held by
AHI directors, nominees, management and 5% shareholders, other information
concerning AHI's management and the procedures for submitting proposals for
consideration at the next annual meeting of stockholders. We have no independent
knowledge as to, and assume no responsibility for, the accuracy of AHI's proxy
statement.

VOTING AND PROXY PROCEDURES

For the proxy solicited hereby to be voted, the enclosed GREEN proxy card
must be signed, dated and returned to us, c/o Kenneth Fell, in the enclosed
envelope in time to be voted at the Annual Meeting. If you wish to vote for our
nominees, you must submit the enclosed GREEN proxy card and must NOT submit
AHI's proxy card, even if you wish to vote for any of the company nominees. If
you have already returned AHI's proxy card to the Company, you have the right to
revoke it as to all matters covered by this proxy card and may do so by signing,
dating and mailing the enclosed GREEN proxy card after submitting AHI's proxy
card. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING.

Execution of a GREEN proxy card will not affect your right to attend the
annual meeting and to vote in person. Any proxy may be revoked as to all matters
covered thereby at any time prior to the time a vote is taken by:

. filing with the Secretary of the company a later dated written
revocation,

. submitting a duly executed proxy bearing a later date to the AHI
Secretary; or

. attending and voting at the annual meeting in person. Attendance at
the annual meeting will not in and of itself constitute a revocation.

Shares of common stock represented by a valid, unrevoked GREEN proxy card
will be voted as specified. You may vote FOR the election of our nominees or
withhold authority to vote for the election of our nominees by marking the
proper box on the GREEN proxy card. You may also withhold your vote from our
nominees by writing the name of such nominee in the space

provided on the GREEN proxy card. In addition, you may withhold authority to
vote for one or more additional company nominees by writing the name(s) of the
AHI nominee(s) in the space provided on the GREEN proxy card. We refer you to
the proxy statement distributed by AHI for the names, background, qualifications
and other information concerning AHI's nominees. If no specification is made,
your shares will be voted FOR, the election of our nominees and FOR the election
of Michael P. Holtz, Russell J. Cerqua, Salomon J. Dayan, Thomas J. Romano and
Gerald T. LaFlamme. Messrs. Holtz, Cerqua, Dayan, Romano and LaFlamme are
nominees of AHI.

Except as set forth in this proxy statement, we are not aware of any
other matter to be considered at the annual meeting. However, if we learn of any
other proposals made at a reasonable time before the annual meeting, we will
either supplement this proxy statement and provide an opportunity to
stockholders to vote by proxy directly on such matter or will not exercise
discretionary authority with respect thereto. If other proposals are made
thereafter, the person named as proxy on the enclosed GREEN proxy card will vote
proxies solicited hereby in his discretion.

If your shares are held in the name of a brokerage firm, bank or
nominee, only they can vote such shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and instruct that person to execute on your behalf the GREEN proxy card.

Only holders of record of common stock on the record date will be
entitled to vote at the annual meeting. If you are a stockholder of record on
the record date, you will retain the voting rights in connection with the Annual
Meeting even if you sell your shares after the record date. Accordingly, it is
important that you vote the shares of common stock held by you on the record
date, or grant a proxy to vote these shares on the GREEN proxy card, even if you
sell such shares after this date.

We believe that it is in your best interest to elect our nominees. WE
STRONGLY RECOMMEND A VOTE FOR OUR NOMINEES.

EXHIBIT A

The following is a summary of all transactions in AHI Securities by
members of the Committee to Enhance Shareholder Value, or our director nominees,
over the last two years.

Steven J. Belmonte