SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the registrant |X|
Filed by a party other than the registrant |_|

Check the appropriate box:
|_| Preliminary proxy statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant toss.240.14a-12

TREND MINING COMPANY

(Name of Registrant as Specified in its Charter)

________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:

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

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

|_| Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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

(3) Filing Party:

(4) Date Filed:

TREND MINING COMPANY
4881 E. SHORELINE DRIVE, POST FALLS, IDAHO 83854

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 2004

To the Shareholders of
TREND MINING COMPANY:

Please join us for the 2004 Annual Meeting of Shareholders of Trend Mining
Company, a Delaware corporation. The meeting will be held on Thursday, May 20,
2004, at 1:00 p.m. at the Radisson Lexington Hotel, 511 Lexington Avenue (at
48th Street), New York, NY 10017.

The purposes of the meeting are:

1. To elect six members of the board of directors to hold office until
their terms expire at the Annual Meeting of Shareholders in 2005 or
until their respective successors are elected and qualified; and

2. To transact such other business as may properly come before the
meeting or any postponements or adjournments thereof.

Attached to this notice is a proxy statement relating to the proposals to be
considered at the Annual Meeting. You must own shares of common stock of Trend
Mining Company at the close of business on April 20, 2004 to vote at the Annual
Meeting. This notice of Annual Meeting and the accompanying proxy statement and
proxy card are being mailed to our shareholders beginning May 3, 2004.

We request that you complete, sign, date and return the enclosed proxy card
without delay in the enclosed return envelope, even if you now plan to attend
the Annual Meeting in person.

By order of the Board of Directors,

Kurt J. Hoffman
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Post Falls, Idaho
April 29, 2004

TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF SHAREHOLDERS, PLEASE
SIGN, DATE AND RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE, WHETHER OR NOT
YOU EXPECT TO ATTEND IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE
THEIR PROXIES AND VOTE IN PERSON.

TREND MINING COMPANY
E. 4881 SHORELINE DRIVE, POST FALLS, IDAHO 83854

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 2004
GENERAL INFORMATION

This proxy statement and the accompanying proxy card are being furnished to the
shareholders of Trend Mining Company, a Delaware corporation, in connection with
the solicitation of proxies by the board of directors for use at the Annual
Meeting of Shareholders to be held at 1:00 p.m. on Thursday, May 20, 2004, at
the Radisson Lexington Hotel, 511 Lexington Avenue (at 48th Street), New York,
New York 10017. The purposes of the Annual Meeting are set forth below and in
the accompanying Notice of Annual Meeting of Shareholders. You must own shares
of Trend common stock at the close of business on April 20, 2004 (the record
date) to vote at the Annual Meeting. This proxy statement, the accompanying
proxy card and our Annual Report to Shareholders for the fiscal year ended
September 30, 2003, are being mailed to shareholders on or about May 3, 2004. In
this proxy statement, Trend Mining Company is referred to as "Trend," "the
Company" and with the pronouns "we," "our" and "us."

PURPOSES OF THE ANNUAL MEETING

At the Annual Meeting, holders of record as of the record date of Trend common
stock will be asked to consider:

1. The election of six members of the board of directors to hold office
until their terms expire at the Annual Meeting of Shareholders in
2005 or until their respective successors are elected and qualified;
and

2. Such other business as may properly come before the meeting or any
postponements or adjournments thereof.

The board of directors unanimously recommends that the shareholders vote "FOR"
the election of each nominee for director. As of the date of this proxy
statement, the board of directors knows of no other business to come before the
Annual Meeting. If any other matters properly come before the Annual Meeting,
the persons designated as agents in the enclosed proxy will vote on such matters
in accordance with their best judgment.

RECORD DATE; QUORUM; VOTE REQUIRED

Our common stock, $0.01 par value per share (the "Common Stock"), is the only
class of voting securities outstanding and entitled to vote at the Annual
Meeting. The board of directors has fixed the close of business on April 20,
2004, as the record date for determining the shareholders entitled to notice of,
and to vote at, the Annual Meeting. As of the record date, 33,229,085 shares of
Common Stock were issued of record, outstanding and entitled to notice of, and
to vote at, the Annual Meeting.

The presence, either in person or by properly executed proxy, of the holders of
at least a one-third of the shares entitled to vote is necessary to constitute a
quorum for the conduct of business at the Annual Meeting. Any shareholder
present at the Annual Meeting, but who abstains from voting, shall be counted
for purposes of determining whether a quorum exists.

Each share of Common Stock outstanding of record on the record date is entitled
to one vote. The affirmative vote of a majority of the Common Stock, present in
person or represented by proxy, is necessary to elect each of the six director
nominees. Shares represented by abstentions and broker non-votes will be counted
for purposes of determining a quorum, but will not be voted for or against any
proposal and therefore, will have the effect of a vote against any proposal. A
broker non-vote occurs on an item when a broker identified as the record holder
of shares is not permitted to vote on that item without instruction from the
beneficial owner of the shares and no instruction has been received.

PROXIES

All shares of Common Stock represented at the Annual Meeting by properly
executed proxies received at or prior to the Annual Meeting and not subsequently
revoked will be voted at the Annual Meeting in accordance with the instructions
indicated on the proxies. If no instructions are indicated, proxies will be
voted:

o FOR the election of each of the nominees for Trend directors.

The persons named in the proxies will have discretionary authority to vote with
respect to any additional matters that are properly presented for action at the
Annual Meeting.

Any shareholder may revoke his or her proxy at any time before it is voted by
giving written notice to the Secretary of the Company, signing and delivering a
proxy bearing a later date or requesting revocation in person at the Annual
Meeting.

Trend will bear all costs of this solicitation of proxies. In addition to
solicitation by mail, our officers, directors and employees may solicit proxies
by telephone, e-mail or in person. We may also request banks and brokers to
forward proxy soliciting material to the beneficial owners of shares held of
record by such persons, and we will reimburse banks and brokers for their
reasonable out-of-pocket expenses.

ITEM 1

ELECTION OF DIRECTORS

The board of directors consists of six directors. Trend's directors are elected
at each Annual Meeting and hold office for a term of one year until the next
annual meeting of shareholders or until their successors are elected. The board
of directors has nominated six persons for election at the Annual Meeting to
serve as Trend directors. Each nominee is currently a director of Trend.
Biographical information about each nominee is set forth below.

REQUIRED VOTE
The affirmative vote of holders of a majority of the Common Stock present in
person or represented by proxy properly cast at the Annual Meeting is required
to elect each director nominee.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF
EACH OF THE NOMINEES LISTED BELOW TO SERVE AS THE DIRECTORS OF TREND UNTIL THE
2005 ANNUAL MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED AND
QUALIFIED.

Your proxy holder will vote your shares for the nominees listed below unless you
have designated otherwise. Should any nominee become unavailable for election
for any reason now unknown, your proxy holder may vote for a substitute nominee
proposed by the board of directors.

Set forth below is the name and age of each director nominated to serve an
additional term, his principal occupation and business experience during the
past five years and the names of certain other companies of which he served as a
director, as of April 20, 2004.

Nominee Principal Occupations and Business Experience
- ------- During the Past Five Years
---------------------------------------------

J. Michael Sharratt
Age 74 Mr. Sharratt became a member of the board directors and
has been serving as the Company's Chairman since August
2000. Mr. Sharratt is a platinum-group explorationist
with direct hands-on experience involving North
America's most important platinum mineral group deposit.
He has been the president of Platina Minerals LLC, a
private company that provides mineral consulting
services, since 2000. Prior to joining the Company, Mr.
Sharratt was a mineral consultant from 1998 to 2000. Mr.
Sharratt served as vice chairman, from 1994 to 1997, and
President, from 1992 to 1994, of Stillwater Mining
Company. From 1976 to 1992, he also served as vice
president and senior director of Mining and Minerals for
Manville Corp., the co-developer of the Stillwater
platinum/palladium mine in Montana. While he was with
Manville Corp., Mr. Sharratt was a principal figure in
the exploration and development of the Stillwater mining
complex, the largest platinum group metals operation in
North America. In addition to the evaluation and
development of Stillwater, Mr. Sharratt's
responsibilities ultimately included all of Manville's
mineral exploration projects worldwide and oversight
responsibility for the ore development at nine operating
mines in six countries. Mr. Sharratt is a member of the
International Precious Metals Institute, where he serves
as a director, as well as the Canadian Institute of
Mining and Metallurgy and the Society of Mining
Engineers.

Jeffrey M. Christian
Age 48 Mr. Christian was elected to the board of directors in
August 2000. Mr. Christian is the Managing Director of
CPM Group, which he and several associates created in
June 1986, in a leveraged buyout of the Goldman Sachs
Commodities Research Group which they comprised. As
Managing Director, Mr. Christian is responsible for the
total operation of CPM Group, supervising a respected
group of analysts, investment bankers, and dealers
dedicated to precious metals and commodities market
research, consulting, and investment banking. He is
actively engaged in the research products of CPM Group,
taking primary responsibility for the long term (10
year) projections for the precious metals and copper
markets. Mr. Christian has a Bachelors of Journalism
from the University of Missouri and has engaged in
post-graduate non-degree studies in econometrics,
international economics and finance, and international
political science. Mr. Christian is Chairman of
Electronic Precious Metals, LLC, a director of Cadence
Resources Corporation, a publicly traded oil, gas and
mineral exploration company, and Chief Financial Officer
and director of North American Emerald Mines, Inc.

Bobby E. Cooper
Age 58 Mr. Cooper became a director of the Company in July
2002. Mr. Cooper has over thirty years of mining
industry experience. Prior to retiring in 1997, he was
the chief executive officer and president of Kennecott
Corporation, a mining company and a wholly owned
subsidiary of Rio Tinto (RTZ), a mining company. Before
being named chief executive officer and president, Mr.
Cooper held various other positions with Kennecott since
1983, including chief operating officer and vice
president of U.S. Mines. Mr. Cooper is currently a
director of 3L&T Corp., a private start-up chemical
company.

Nominee Principal Occupations and Business Experience
- ------- During the Past Five Years
---------------------------------------------

Kurt J. Hoffman
Age 37 Mr. Hoffman has served as our Chief Executive Officer,
President and a director since June 1998. Mr. Hoffman is
primarily responsible for refocusing the Company on the
acquisition and exploration of Platinum Group Metal
properties. From March 1990 to June 1998, Mr. Hoffman
was a commercial real estate broker with Schneidmiller
Realty, Coeur d'Alene, Idaho. During the same time
period he was also was the sole proprietor of Kurt J.
Hoffman Mining & Land Services, a private mining
consulting firm that provided property sales,
acquisitions and land management services for a number
of U.S. based mining and timber companies. He is also
the Treasurer and a director of Atlas Mining Company, a
publicly traded mining company.

John P. Ryan
Age 42 Mr. Ryan has served as our chief Financial Officer
("CFO"), secretary, treasurer and as a director since
August 2000. Mr. Ryan is a degreed mining engineer. From
June 1996 to February 2000, Mr. Ryan served as Secretary
and Director for Metalline Mining Company and President
and Director for Grand Central Silver Mines. Since
February 2004 he has served as an officer and director
of White Mountain Titanium Corporation, a publicly
trading mining exploration company. Other companies with
which Mr. Ryan holds an officer and/or director position
include Bio-Quant, Inc., Nevada-Comstock Mining Company,
Continental Timber Company, Inc., Rio Grande Resources,
Inc., and Dotson Exploration Company. Mr. Ryan has
served as the Vice President of Corporate Development
for Cadence Resources Corporation since September 1996,
and is also currently serving as Secretary and a
director of Cadence. Many of these companies have only
minimal activity and require only a small amount of Mr.
Ryan's time. Mr. Ryan is a former U.S. Naval Officer and
obtained a B.S. in Mining Engineering from the
University of Idaho and a Juris Doctor from Boston
College Law School.

Ishiung J. Wu
Age 58 Dr. Wu became a director of the Company in August 2000.
He is the president of IW Exploration Co., a privately
held company engaged in mineral exploration ventures and
capital management since January 1992. From January 1992
to January 1995, Dr. Wu was a consultant and project
manager in the United States and overseas for various
mineral exploration programs involving private and
public entities. From January 1995 to January 2002, Dr.
Wu was a director and Vice President of Exploration of
General Minerals Corp., a natural resources public
company of which he was a co-founder. From June 2002 to
August 2003, Dr. Wu was a director and president of
Mammoth Gold Corp and director and vice president of
Exploration for Alaska gold Mines, Inc., a mineral
exploration company in Canada. From January 2000 to
January 2002, Dr. Wu was also chairman of Xinjiang
Towerbeck Mineral Joint Venture, a Chinese-Canadian
joint venture for gold exploration and mining activities
at Towerbeck gold deposit in Central Asian Gold Belt.
Dr. Wu has over thirty years experience in mineral
exploration management. Dr. Wu holds an M.A. (1971) and
Ph.D. (1975) in economic geology from Harvard
University, where he was a Teaching Fellow in Geology
from 1971 to 1973. He is also a Fellow of the Society of
Economic Geologists.

BOARD COMMITTEES AND MEETINGS

Our board of directors held three telephonic meetings during the fiscal year
ended September 30, 2003. All of our directors attended at least 75% of these
meetings, except Bobby Cooper only participated in two of the three telephonic
meetings.

COMPENSATION COMMITTEE

Our board of directors has established a compensation committee consisting of J.
Michael Sharratt and John P. Ryan. This committee does not have a charter and
did not meet in the fiscal year ended September 30, 2003. Since the July 2001
compensation decisions have been made by the board as a whole.

AUDIT COMMITTEE

The board of directors also established an audit committee on January 5, 2001
and its current members are Jeffrey M. Christian and Ishiung J. Wu. The function
of the Audit Committee, among other things, is to review the financial reports
and other financial information provided by the Company to any governmental body
and the public; the Company's system of internal controls regarding finance,
accounting and legal compliance that management and the Board may from time to
time adopt; and the Company's auditing, accounting and financial reporting
processes generally. The Audit Committee also appoints the independent auditors
and approves fees and other compensation to be paid to the independent auditors.
The audit committee does not have a charter and did not meet in the fiscal year
ended September 30, 2003. Because the committee did not meet, the functions of
the committee were carried out by the board as a whole pursuant to Rule
3(a)(58)(B) of the Securities Exchange Act of 1934. A report of the Board of
Directors appears under the caption "Board of Director's Report" below. The
Audit Committee's financial expert is Mr. Christian and Mr. Christian is
independent pursuant to Item 7(d)(3)(iv) of Schedule 14A. Jeffrey M. Christian
and Ishiung J. Wu are independent pursuant to the Nasdaq Marketplace Rules.

BOARD OF DIRECTOR'S REPORT

Williams & Webster, P.S. ("Williams and Webster") served as the Company's
independent public accountant for the year ended September 30, 2003. A
representative of Williams & Webster will not be available to respond to
questions during the Meeting.

Management is responsible for the Company's internal controls and the
financial reporting process. The independent public accountant is responsible
for performing an independent audit of the consolidated financial statements in
accordance with generally accepted auditing standards and to issue a report
thereon. The Board's responsibility is to monitor and oversee these processes.
In this context, the Board reviewed the audited financial statements of the
Company for the fiscal year ended September 30, 2003 with management. Management
represented to the Board that the consolidated financial statements were
prepared in accordance with generally accepted accounting principles.

The Board discussed the consolidated financial statements with Williams &
Webster, and the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communications with Audit Committees) relating to the conduct
of the audit. The Board has also received written disclosures and a letter from
Williams & Webster regarding its independence from the Company as required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) and discussed with Williams & Webster the independence of that firm.
The Board considered the compatibility of non-audit services with the
independence of Williams & Webster.

Based upon the above materials and discussions, the Audit Board of
Directors decided to include the audited financial statements in the Company's
Annual Report on Form 10-KSB for the fiscal year ended September 30, 2003. The
foregoing report was provided by the below members of the Board of Directors who
acted as an "Audit Committee" pursuant to Section 3(a)(58) of the Securities
Exchange Act of 1934, as amended, for the fiscal year ended September 30, 2003.

J. Michael Sharratt
Jeffrey M. Christian
Bobby E. Cooper
Kurt J. Hoffman
John P. Ryan
Ishiung J. Wu

DIRECTOR NOMINATIONS

The Company does not have a standing nominating committee or a committee
performing similar functions. The Board of Directors as a whole participates in
the consideration of director nominees. The board believes that a nominating
committee separate from the whole board is not necessary at this time, given the
size of the Company and the board, to ensure that candidates are appropriately
evaluated and selected. The board also believes that, given the Company's size
and the size of its board, an additional committee of the board would not add to
the effectiveness of the evaluation and nomination process. For these reasons,
the board believes it is not appropriate to have a nominating committee. The
board of directors does not have a charter relating to the nominating functions
performed by its members. The following members of the Board of Directors are
independent pursuant to the Nasdaq Marketplace Rules: Jeffrey M. Christian,
Ishiung J. Wu, J. Michael Sharratt and Bobby E. Cooper.

The board of directors does not specify formal minimum qualifications that must
be met by a nominee for director; however, the board of directors believes that
specific experience in the minerals industry, relevant technical training and/
or work experience, as well as experience managing or directing exploration
stage resource companies are qualities and skills that its members should
ideally possess.

The board of directors does not have a formalized process for identifying and
evaluating nominees for director. Members of the board of directors generally
stand for re-election on an annual basis. From time to time, one or more
directors may identify an individual known to such director(s) to possess some
or all of the above-referenced qualifications. Any director seeking to nominate
such individual for appointment or election to the board of directors would then
describe the background and qualifications of such individual to the board of
directors at a duly convened meeting thereof. The board of directors would then
vote to either appoint or not appoint such person to the board of directors or
nominate such individual for election as director by the stockholders.

To date, no shareholder has presented any candidate for board membership to the
Company for consideration. Therefore, at this time, we do not have a formal
policy with regard to the consideration of any director candidates recommended
by our stockholders. However, the board believes its process for evaluation of
nominees proposed by shareholders would be no different from the process of
evaluating any other candidate. Shareholders should send nominations and a short
biography of the nominee to Trend Mining Company, Attention: President, P.O. Box
3397, Post Falls, Idaho 83877, addressed to the board or any member or members
of the board.

The board of directors will consider director candidates properly submitted by
stockholders in accordance with the procedures set forth in Rule 14a-8 under the
Exchange Act (without giving effect to the ability of the Company to exclude
director proposals, as is otherwise provided by Rule 14a-8(i)(8)).

Each nominee for director is standing for re-election.

The Company does not pay a fee to any third party to identify or evaluate or
assist the Company in identifying or evaluating potential nominees for director.

SHAREHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS

The board of directors has not formally adopted a process to provide
shareholders with direct communication with the board of directors. Shareholders
wishing to contact the board of directors should do so in writing and delivered
to Trend Mining Company, Attention: President, P.O. Box 3397, Post Falls, Idaho
83877, addressed to the board or any member or members of the board. The Company
encourages the members of the board of directors to respond to any shareholder
communication they may receive.

The Company believes that its directors should make a reasonable effort to
attend the Company's annual stockholders meetings, but the Company recognizes
that scheduling constraints or other issues often prevent some directors from
attending such meetings. Continued lack of attendance at annual meetings without
a valid excuse will be considered by the board of directors when determining
those board members who will be recommended to the board of directors for
re-election. The Company did not hold an annual meeting in 2003.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires that our directors, executive officers and beneficial owners of
more than 10% of our Common Stock file reports of ownership and changes in
ownership of securities with the Securities and Exchange Commission ("SEC").
Pursuant to Rule 16a-3(e) of the Exchange Act, our executive officers, directors
and greater than 10% shareholders are required to furnish us with copies of all
forms they file pursuant to Section 16(a). Based solely on our review of the
copies of these reports furnished to us, or written representations that no Form
5 is required, we believe that the following persons have failed to file on a
timely basis: a delinquent Form 5 was filed for Mr. Christian on December 31,
2003, reporting three delinquent transactions; a delinquent Form 5 was filed for
Mr. Cooper on February 2, 2004, reporting a delinquent Form 3 and one delinquent
transaction; a delinquent Form 5 was filed for Mr. Hoffman on April 8, 2004,
reporting eight delinquent transactions; a delinquent Form 5 was filed for Mr.
Ryan on April 8, 2004, reporting seven delinquent transactions; a delinquent
Form 5 was filed for Mr. Sharratt on February 3, 2004, reporting four delinquent
transactions; a delinquent Form 5 was filed for Mr. Wu on January 22, 2004,
reporting two delinquent transactions; a delinquent Form 5 was filed jointly by
Mr. and Mrs. Kaplan on November 21, 2003, reporting a delinquent Form 3 for Mrs.
Kaplan and delinquent Form 4 filings in connection with 16 transactions.

DIRECTOR COMPENSATION

For fiscal year 2003, we granted to each of our current directors 100,000 shares
of our Common Stock, 600,000 shares in the aggregate, pursuant to the 2000
Equity Incentive Plan for compensation for their service on the board. This
compensation plan was decided upon after considering other possible compensation
proposals, but does not necessarily reflect the compensation which may be
awarded in fiscal year 2004. The Company may also in the future award Directors
for assuming additional responsibilities such as serving on a standing
committee. In the future the Board intends to award compensation to its members
by examining what is comparable compensation at other companies in the same
industry and at the same stage of development as that of the Company, and
choosing a level of compensation which is at or near the median level of
compensation paid by other companies, taking into account a desire to award
compensation which creates incentive for retention and performance of the
members.

EXECUTIVE OFFICERS

Our executive officers are Kurt Hoffman, Chief Executive Officer and President
and John Ryan, Chief Financial Officer, Secretary and Treasurer. Biographical
information for Mr. Ryan and Mr. Hoffman is set forth above. See Item 1. Mr.
Hoffman devotes approximately 50% of his time to the affairs of the Company, and
Mr. Ryan devotes approximately 20% of his time to the affairs of the Company.

EXECUTIVE COMPENSATION

The following table shows the total compensation that we paid to our President
and Chief Executive Officer for the last three completed fiscal years. No
officer received more than $100,000 in total compensation during each of fiscal
years 2001, 2002 and 2003. Therefore, for purposes of this disclosure, Kurt
Hoffman is our only "named executive officer."

SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------- ------------------------------
OTHER SECURITIES
NAME AND ANNUAL RESTRICTED UNDERLYING
PRINCIPAL COMPEN- STOCK OPTIONS / LTIP ALL OTHER
POSITION YEAR SALARY BONUS SATION AWARD(S) SARS PAYOUTS COMPENSATION
(A) (B) ($)(C)(1) ($)(D) ($)(E) (#)(F) (#)(G) ($)(H) ($)(I)
- --------------------------------------------------------------------------------------------------------------

Kurt J. Hoffman 2003 $60,066 0 $5,700 (2) 0 0 0 0
President, CEO 2002 $88,000 0 $5,700 (2) 0 0 0 0
2001 $88,000 0 $5,700 (2) 0 0 0 0
- --------------------------------------------------------------------------------------------------------------

(1) In 2003, Mr. Hoffman received 600,656 restricted shares of our common
stock, valued at $0.10 per share, in lieu of $60,066 of salary. The fair
market value of such shares on September 30, 2003, the date of grant, was
$90,098. In 2002, Mr. Hoffman received $85,284 of his salary in cash and
the remainder was deferred. In 2001, Mr. Hoffman received $88,000 of his
salary in cash. No other officers received compensation in cash or stock
in the fiscal years 2003, 2003 or 2001 in excess of that of Mr. Hoffman.

(2) Reflects the value of the use of a Company automobile calculated at $.38
per mile and 15,000 miles per year.

There were no grants of stock options under our 2000 Equity Incentive Plan for
the named executive officer for the fiscal year ended September 30, 2003.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

The following table provides information concerning the exercise of stock
options during the fiscal year ended September 30, 2003, and unexercised stock
options held as of September 30, 2003, by the named executive officers.

Number Of
Shares
Acquired on Number Of Shares of Common Value Of Unexercised
Exercise Value Stock Underlying Options At In-The-Money Options At FY-End
Name -------------- Realized FY-End (#) Exercisable/ ($) Exercisable/
(a) (#) ($) Unexercisable Unexercisable
(b) (c) (d) (e) (1)
- ------------------------------------------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

Kurt J. Hoffman 309,300 0 0 0

(1) These amounts represent the difference between the exercise price of the
stock options and the closing price of our Common Stock on September 30,
2003, for all in-the-money options held by the named executive.

ITEM 402(E) DISCLOSURE

Pursuant to Item 402(e) of Regulation S-B, in fiscal year 2000 the Company
adopted its Equity Incentive Plan under which the Board of Directors makes
periodic incentive awards to officers, directors, or employees to encourage
retention and performance. For fiscal year 2003, we granted to each of our
current directors 100,000 shares of our Common Stock, 600,000 shares in the
aggregate, pursuant to the Plan for compensation for their service on the board.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of April 20, 2004, the Common Stock ownership
of the directors, executive officers and each person known by us to be the
beneficial owner of five percent or more of our Common Stock. All information is
taken from or based on ownership filings made with the SEC or on information
provided directly to us. Unless otherwise indicated, the shareholders listed
below have sole voting and investment power with respect to the shares reported
as owned.

NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER (1) OF BENEFICIAL CLASS OWNERSHIP

Directors and Executive Officers
- --------------------------------
Kurt J. Hoffman 1,047,742 3.15%
Jeffrey M. Christian (2) 212,000 *
Bobby E. Cooper 115,000 *
John P. Ryan (3) 851,000 2.56%
J. Michael Sharratt (4) 362,500 1.09%
Ishiung J. Wu 115,000 *
All Officers and Directors as a Group (5) 2,703,242 8.09%

5% Stockholders
- ---------------

Thomas S. Kaplan (6) 14,567,854 35.03%
154 West 18th Street
New York, New York
Howard Schraub (7) 3,483,779 10.36%
500 5th Avenue
New York, New York

* Amount shown is less than 1 percent.

1. The address of each such person, unless otherwise noted, is c/o Trend
Mining Company, P.O. Box 3397, Post Falls, Idaho 83877.

2. Mr. Christian directly owns 107,000 shares and has voting and dispositive
control with respect to 105,000 shares owned by CPM Group of which he is
the majority stockholder.

3. These shares include 41,500 shares owned by Nancy Martin, Mr. Ryan's
spouse, 44,000 shares owned by Andover Capital of which Mr. Ryan is a 50%
shareholder and his spouse is a 50% shareholder, and 59,000 shares owned
by Dotson Exploration Company, of which Mr. Ryan is an affiliate.

4. These shares include 200,000 shares issuable upon exercise of currently
exercisable options.

5. These shares include 200,000 shares issuable pursuant to currently
exercisable options, 41,500 shares owned by Nancy Martin, Mr. Ryan's
spouse, 44,000 shares owned by Andover Capital of which Mr. Ryan is a 50%
shareholder and his spouse is a 50% shareholder, 59,000 shares owned by
Dotson Exploration Company, of which Mr. Ryan is an affiliate and 105,000
shares owned by CPM Group.

6. This information is based solely on a Schedule 13D/A filed with the SEC on
February 13, 2004. The amount reflects shares, shares issuable upon
exercise of warrants and shares issuable upon exercise of options held by
Mr. Kaplan, Tigris Financial Group, Ltd. ("Tigris"), Electrum LLC
("Electrum"), and LCM Holdings, LDC ("LCM"). Mr. Kaplan has sole voting
and dispositive control with respect to 1,000,000 shares owned by Tigris
of which he is the sole stockholder. Pursuant to a voting trust agreement
with Electrum, dated March 31, 2000 and amended on March 30, 2001, Mr.
Kaplan also has sole voting and dispositive control with respect to
12,219,751 shares owned by Electrum consisting of (1) 4,307,488 shares of
Common Stock held outright; (2) 6,279,761 shares underlying Common Stock
purchase warrants which are exercisable at an exercise price of $0.40 per
share, (3) 670,000 shares underlying Common Stock purchase warrants which
are exercisable at an exercise price of $1.50 per share, and (4) 481,251
shares of Common Stock and 481,251 shares underlying warrants which are
exercisable at an exercise price of $1.50 per share, which shares and
warrants are issuable to Electrum upon conversion of convertible debt held
by Electrum. This agreement with Electrum shall terminate by March 2010
unless earlier terminated pursuant to the terms of the agreement. Pursuant
to a voting trust agreement with LCM, dated August 27, 2003, Mr. Kaplan
also has sole voting and dispositive control with respect to 1,348,103
shares held by LCM consisting of (1) 900,174 shares of Common Stock held
outright; (2) 113,413 shares of Common Stock underlying Common Stock
purchase warrants which are exercisable at an exercise price of $1.50 per
share; and (3) 167,258 shares of Common Stock and an additional 167,258
shares of Common Stock underlying Common Stock purchase warrants which are
exercisable at an exercise price of $1.50 per share, which shares and
warrants are issuable to LCM upon conversion of convertible debt held by
LCM. This agreement with LCM shall terminate by August 27, 2013 unless
earlier terminated pursuant to the terms of the agreement.

7. Includes 400,000 shares of common stock issuable upon exercise of
warrants.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CONFLICTS OF INTEREST

Mr. Hoffman and Mr. Ryan are both officers and directors of other companies
which are exploration stage mineral companies. However, none of the other
companies are focused on exploration for palladium and platinum, and therefore,
the potential for conflicts of interest are believed to be minimized.

The officers, employees, and the outside directors of the Company are
periodically reminded to comply with the policy discussed by the board of
directors on February 23, 2001 providing that the officers and employees of the
Company disclose all metal related activities, and that the outside directors of
the Company only need to disclose to the Board those activities which relate to
other platinum group metal related opportunities.

With regard to the Lake Owen mineral property General Minerals Corporation has
an ongoing interest in this property do to its ongoing royalty rights. Effective
January 31, 2002, Dr. Wu resigned from General Minerals Corp. as a director and
as vice president of exploration. Therefore, there is no conflict of interest
issue regarding the Company, Dr. Wu and General Minerals Corp.

Mr. Christian additionally works as a consultant and advisor, through CPM Group,
with most major companies involved in platinum group metals. Its clients include
most major producers and refiners of these metals, including companies that may
have an interest in joint venture arrangements with Trend. CPM Group also
advises several other PGM exploration companies that compete with Trend. It
hosts an annual PGM Seminar that attracts companies such as Trend, and Trend has
made presentations to investors and others at these seminars along with
companies that compete with Trend. CPM Group's clients also include major users
of PGMs. The Board believes that the benefits derived by the Company from Mr.
Christian's active involvement in the industry are substantial and outweigh any
risks of possible conflicts of interest, and further, such conflicts are also
believed to be both minimal and manageable through timely and adequate
disclosure.

JOHN P. RYAN

In July 2001, when Mr. Ryan was again designated as the Company's chief
financial officer, secretary and treasurer, an employment agreement was reached
under which Mr. Ryan received 7,500 shares per month of the Company's Common
Stock. In the fiscal year 2001, Mr. Ryan received 44,667 shares of our Common
Stock for services rendered and expenses incurred as an officer of the Company.
In the fiscal year 2002, Mr. Ryan received 78,000 shares of our Common Stock for
services rendered and expenses incurred as an officer of the Company. Beginning
in September 2002, Mr. Ryan's agreement was revised. Pursuant to his revised
employment agreement, Mr. Ryan receives $3,000 cash per month for his services.
If the Company cannot pay such sums in cash, then, at his option, Mr. Ryan can
convert the compensation owed to restricted shares at the prevailing rate at
which shares are or were most recently sold. In the fiscal year 2003, Mr. Ryan
received 187,500 shares of our stock for services rendered and expenses incurred
as an officer of the Company.

In November 2001, the Company sold the Pyramid property, an exploration property
consisting of five unpatented mining claims in Churchill County, Nevada, to
Calumet Mining Company ("Calumet"), a related party, for 50,000 restricted
shares of common stock of Calumet, valued at $500. In August 2002, Calumet's
stock was subsequently acquired by Western Goldfields, Inc. on a 1 for 2 basis.
As a result, the Company received 25,000 shares of the common stock of Western
Goldfields, Inc. The Pyramid property is a small silver mine and was not
prospective for platinum group metals. The Company retained a 1.5% net smelter
return royalty in the property should the Pyramid property be placed in
production in the future. Mr. Ryan, our Chief Financial Officer and a director
of the Company, was also an officer and director of Calumet at the time of the
transaction. This transaction is not an "arms-length" transaction by virtue of
the related character of the parties. Therefore, the consideration paid for the
Pyramid may be considered as being totally arbitrary and not the product of
substantial negotiation.

In January 2003, the Company issued 450,000 shares of our common stock to Mr.
Ryan in exchange for 18,334 shares of common stock of Cadence Resources
Corporation and 35,000 shares of the common stock of Western Goldfields, Inc.
The shares exchanged by Mr. Ryan had a market value of $93,000 at the time of
the exchange. Mr. Ryan is one of our directors and our chief financial officer
and also an officer of Cadence Resources Corporation and a former director of
Western Goldfields, Inc. The Company subsequently sold the 18,334 shares of the
common stock of Cadence Resources Corporation for $23,084.50 and 5,000 shares of
the common stock of Western Goldfields for $4,000. The Company continues to hold
30,000 shares of Western Goldfields stock from this placement.

In July 2003, Cadence Resources advanced to the Company $3,300. This amount was
repaid by the Company on July 14, 2003.

In July and September 2003, the Company sold 5,000 and 13,000 shares
respectively of its Western Goldfields common stock to Cadence Resources for
$19,000 cash. In September 2003, the Company transferred 12,000 shares of its
Western Goldfields common stock to David Mooney, its chief geologist, for
services valued at $23,400.

In October 2003, Western Goldfields Inc. loaned the Company $40,000. The loan
bears no interest. The parties have agreed to extend the repayment date to May
6, 2004.

LOANS BY RELATED PARTIES

In 1999, the Company entered into a Stock Purchase Agreement with Tigris.
Pursuant to the agreement, Tigris purchased 1,000,000 shares of our Common Stock
for $100,000, and was granted rights to acquire additional Common Stock and
warrants. Tigris is wholly owned by Thomas S. Kaplan, who beneficially owns
approximately 50% percent of our Common Stock. Tigris assigned certain of its
rights under the stock purchase agreement to Electrum and our Common Stock is a
significant asset of Electrum. Additionally, pursuant to a voting trust
agreement, Mr. Kaplan has voting and dispositive control of all of the Common
Stock owned by Electrum. Therefore, Electrum is deemed to be an affiliate of
Tigris. Similarly, Mr. Kaplan also has voting and dispositive control of all of
the Common Stock owned by LCM, which is also a significant asset of LCM. Thus,
LCM is also deemed to be an affiliate of Tigris.

Pursuant to the Stock Purchase Agreement, Tigris and Electrum have the right to
proportional representation (meaning representation proportional to the relative
ownership interest in the Company) on our board of directors and demand
registration rights. They have not exercised their rights to representation on
our board of directors. In November 2000, Electrum requested that the Company
register all of the Common Stock, warrants and Common Stock underlying the
warrants then held by Tigris and Electrum and assigned by Electrum to others.
The Company began the process of registering these shares, but due to the
lengthy comment period that it took to respond to comments on its registration
statement with the SEC, the recognition that the officers of the Company were
spending a great deal of their time on these legal matters, and the very
significant legal and accounting fees which resulted from that process, Electrum
later determined that it was in the best interest of the Company to drop its
demand for registration of the shares, warrants, and underlying shares.
Additionally, pursuant to the Stock Purchase Agreement, the Company agreed to
retain the CPM Group as financial advisors and that at the request of Tigris,
the Company would use reasonable efforts to divest ourselves of our silver
exploration properties. In the ordinary course of business, and not at the
specific request of Tigris, the Company disposed of its Silver Strand Mine and
Pyramid Mine properties, which did have silver exploration potential, in order
to focus on platinum group metal exploration.

Following our reincorporation in Delaware in 2001, we issued one share of Series
A preferred stock to Mr. Kaplan in a private placement. The terms of the Series
A preferred stock provide that each issuance of Common Stock, preferred stock,
options, warrants or other equity securities by the Company requires the written
consent of Mr. Kaplan or the then current holder of the Series A preferred
stock. By mutual agreement of Mr. Kaplan and the board of directors, the share
was cancelled, effective October 1, 2002.

In 2002, Electrum made loans to the Company totaling $520,000. In connection
with these loans, the Company issued to Electrum warrants to buy 520,000 shares
of our Common Stock at a strike price of $1.50 per share. At Electrum's
election, the debt could be converted at a price of $1.25 of debt (the
"Conversion Rate") for one unit (a "Unit") consisting of one share of our Common
Stock and one warrant (a "Unit Warrant") to purchase one share of our Common
Stock for $1.50.

Pursuant to an agreement dated January 30, 2002 (the "January 2002 Financing
Agreement"), the Company borrowed an additional $150,000 from Electrum and
Electrum waived accrued interest owed by the Company as of January 29, 2002,
totaling $37,384. In consideration of the loan and waiver of interest, the
Company issued to Electrum additional warrants to purchase 150,000 shares of
Common Stock, at $1.00 per share, expiring January 30, 2007. Electrum may, in
its sole discretion, elect to be repaid the $150,000 loan by converting the
amount outstanding into Units, at the rate of one Unit per $0.50 of loans
converted. In addition, the Company and Electrum agreed to amend the prior loan
agreements to reduce the Conversion Rate of the existing $520,000 of debt owed
to Electrum to one Unit per $0.50 of loans converted. The Company reduced the
exercise price of the Unit Warrants from $1.50 to $1.00 per share. In addition,
the Company also reduced the exercise price of the warrants issued for each
dollar of debt (the "Loan Warrants"). Therefore, the exercise price of the
warrants to purchase a total of 520,000 shares of Common Stock, owned by
Electrum, was reduced from $1.50 per share to $1.00 per share. The exercise term
of such warrants were also extended for a period of one year.

In 2002, LCM loaned to the Company the aggregate amount of $232,858. LCM was
also a party to the January 2002 Financing Agreement. Pursuant to the terms of
the January 2002 Financing Agreement, LCM forgave interest due in the amount of
$2,129. The $232,858 of debt owed to LCM has the Conversion Rate, the related
Loan Warrant terms and Unit terms pursuant to the January 2002 Financing
Agreement described above.

On February 12, 2004 the parties, pursuant to a settlement agreement, amended
the terms of the loans resulting in the repayment of $68,435.36 to Electrum and
$23,784.67 to LCM Holdings and also altering the terms of the conversion of such
loans. Pursuant to the February 12th agreement all of the debt now converts at
the price of $1.25 into a unit consisting of one share and one warrant
exercisable at $1.50 for a period of five years from the date of conversion.

Further, the parties agreed to cancel all of the existing outstanding LCM and
Electrum warrants and to reissue new warrants in accordance with the following
table:

WARRANT SCHEDULE FOR ELECTRUM AND LCM

- -----------------------------------------------------------------------------------------------------------------------
Issued to # Shares Previous Exp. Date New Exp. Date Previous Price per Share New Price per Share
- -----------------------------------------------------------------------------------------------------------------------

Electrum 520,000 09/30/07 09/30/06 $1.00 $1.50
- -----------------------------------------------------------------------------------------------------------------------
Electrum 150,000 01/30/07 01/30/07 $1.00 $1.50
- -----------------------------------------------------------------------------------------------------------------------
LCM Holdings LDC 119,445 01/09/05 01/09/04 $1.00 $1.50
- -----------------------------------------------------------------------------------------------------------------------
LCM Holdings LDC 113,413 06/27/07 06/27/07 $1.00 $1.50
- -----------------------------------------------------------------------------------------------------------------------

In July and August 2002, Mr. Kaplan, an accredited investo r, made loans to us
in the aggregate amount of $250,000. Pursuant to the terms of these loans, Mr.
Kaplan converted the debt into 2,500,000 shares of our co mmon stock pursuant to
an offering undertaken by the Company in October, 2002.

In August 2003, CGT Management Ltd. loaned $65,000 to the Company. This note
bears interest at 10% per annum. Pursuant to an amendment in November 2003, the
principal and interest were to be due February 25, 2004. Members of Mr. Kaplan's
family have an indirect interest in CGT Management Ltd. Pursuant to the
settlement agreement of February 12th discussed above, this loan was repaid on
that date in full.

CONSULTANTS

CPM Group is managed by Jeffrey M. Christian, the majority owner of CPM Group
and a director of the Company. CPM Group has in the past performed various
services for us, including public and shareholder relations, research and market
intelligence on platinum group metal markets and financial advisory functions in
connection with possible mergers and acquisitions. CPM Group has not performed
any services for Trend since the calendar last quarter of 2002.

In February 2002, the Company entered into a consulting agreement with Mr.
Sharratt to act in an advisory capacity to management and to arrange meetings
between the Company and potential investors previously known to Mr. Sharratt, in
exchange for 5,000 shares of Common Stock per month (the "Sharratt Agreement").
Pursuant to the Sharratt Agreement, in January 2003, the Company issued 35,000
shares of Common Stock to Mr. Sharratt for services rendered. The fair market
value of these shares on the date of issuance was $10,500 based on the closing
price of our Common Stock on that day. The Sharratt Agreement has been cancelled
and no additional shares will be issued thereunder. The agreement was terminated
in January, 2003.

In August 2002, the Company engaged Howard Schraub as a consultant. Pursuant to
the agreement, Mr. Schraub was to receive 50,000 shares of restricted stock per
month and an additional $10,000 per month in value of restricted stock,
calculated at the close on or nearest to the 15th day of each month. A final
agreement was reached in October 2002 and made retroactive to August 1, 2002,
the date Mr. Schraub began consulting for the Company. All shares issued for his
service in the 2002 fiscal year were issued in October 2002. The Company issued
163,334 shares to Mr. Schraub pursuant to this agreement for consulting expenses
incurred in August and September 2002. During the fiscal year ended September
30, 2003, the Company issued 1,683,779 shares to Mr. Schraub for consulting
services. Our agreement with Mr. Schraub was terminated in August 2003.

In March 2002, the Company purchased from Ron Nash and Mr. Schraub a 100%
interest in the Lake Owen, Wyoming unpatented mining claims in exchange for
600,000 shares of restricted Common Stock issued to Mr. Schraub and 500,000
shares of restricted Common Stock issued to Mr. Nash. Mr. Schraub and Mr. Nash
had acquired the Lake Owen property in February 2002, pursuant to a transfer
agreement with General Minerals.

CODE OF ETHICS

The Company has adopted a code of ethics that applies to its Chief
Executive Officer and its Chief Financial Officer. The Company has filed a copy
of its code of ethics as Exhibit 14 to its annual report on Form 10-KSB for the
fiscal year ending September 30, 2003.

INDEPENDENT PUBLIC ACCOUNTANTS

Williams & Webster has audited and reported upon the financial statements
of the Company for the fiscal year ended September 30, 2003. It is currently
anticipated that Williams & Webster will be selected by the Board of Directors
to examine and report on the financial statements of the Company for the year
ending September 30, 2004. Representatives of Williams & Webster are not
expected to be present at the Annual Meeting.

For the fiscal years ended September 30, 2002 and 2003, Williams & Webster
has billed the Company the following fees:

AUDIT FEES

For the fiscal years ended September 30, 2002 and September 30, 2003,
Williams & Webster billed the Company $41,274 and $43,388, respectively, for
services rendered for the audit of the Company's annual financial statements
included in its report on Form 10-KSB and the reviews of the financial
statements included in its reports on Form 10-QSB filed with the SEC.

AUDIT RELATED FEES

Williams and Webster did not bill the Company for audit related services
for the fiscal years ended February September 30, 2002 or September 30, 2003.

TAX FEES

Williams and Webster did not bill the Company for tax services for the
fiscal years ended February September 30, 2002 or September 30, 2003.

ALL OTHER FEES

There were no other fees paid to Williams & Webster during the fiscal
years ended September 30, 2002 and September 30, 2003.

All of the above fees were pre-approved by the Board of Directors of the
Company.

The Audit Committee does not currently have any pre-approval policies.

The Board of Directors has considered whether the provision of non-audit
services by Williams & Webster is compatible with maintaining auditor
independence.

OTHER MATTERS

The board of directors is not aware of any business to be presented at the
Annual Meeting except the matters set forth in the notice of Annual Meeting and
described in the proxy statement. If any other matters properly come before the
Annual Meeting, the persons designated as agents in the enclosed proxy will vote
on such matters in accordance with their best judgment.

An annual report to stockholders for the year ended September 30, 2003 is being
furnished herewith to each stockholder as of the Record Date. The Annual Report
on Form 10-KSB of Trend Mining Company filed with the Securities and Exchange
Commission (without exhibits) may be obtained at no charge by any shareholder
entitled to vote at the meeting who writes to: Secretary, Trend Mining Company,
P.O. Box 3397, Post Falls, Idaho 83877. Exhibits to the form 10-KSB are also
available at a cost of twenty-five cents per page.

SHAREHOLDER PROPOSALS

The rules of the SEC permit shareholders to present proposals for inclusion in
the Company's proxy statement where such proposals are consistent with
applicable law, pertain to matters appropriate for shareholder action and are
not properly omitted by Company action in accordance with the proxy rules. Our
Annual Meeting of Shareholders following the end of fiscal 2004 is expected to
be held on or about May 20, 2005, and proxy materials in connection with that
meeting are expected to be mailed on or about April 15, 2005. We must receive
shareholder proposals prepared in accordance with the proxy rules on or before
December 16, 2004. Notice of a shareholder proposal not submitted by March 1,
2005 shall be considered untimely.

TREND MINING COMPANY
4881 E. SHORELINE DRIVE, POST FALLS, IDAHO 83854

THIS PROXY IS BEING SOLICITED BY
THE BOARD OF DIRECTORS OF
TREND MINING COMPANY

The undersigned holder of shares of Common Stock of Trend Mining Company (the
"Company") hereby acknowledges receipt of the Notice and Proxy Statement in
connection with the Annual Meeting of Shareholders to be held at 1:00 p.m. on
Thursday, May 20, 2004, at the Radisson Lexington Hotel, 511 Lexington Avenue
(at 48th Street), New York, New York 10017 and hereby appoints Kurt J. Hoffman
and John P. Ryan or either of them with full power of substitution, to vote all
shares of the Common Stock of Trend Mining Company registered in the name
provided herein that the undersigned is entitled to vote at the Annual Meeting
of Shareholders, and at any adjournment or adjournments thereof, with all the
powers the undersigned would have if personally present. Without limiting the
general authorization hereby given, said proxies are, and each of them is,
instructed to vote or act as follows on the proposals set forth in said proxy.

THIS PROXY WHEN EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO
DIRECTION IS MADE THIS PROXY WILL BE VOTED FOR THE APPROVAL OF THE ELECTION OF
THE SIX NOMINEES AS DIRECTORS OF THE COMPANY.

In their discretion the proxies are authorized to vote upon such other matters
as may properly come before the meeting or any adjournments thereof.

SEE REVERSE SIDE FOR THE PROPOSALS. IF YOU WISH TO VOTE IN ACCORDANCE WITH THE
BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN ON THE REVERSE SIDE. YOU NEED NOT
MARK ANY BOXES.

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

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

THE BOARD RECOMMENDS A VOTE FOR THE FOLLOWING:

FOR ALL NOMINEES WITHHOLD FOR ALL EXCEPT
|_| |_| |_|

1. Election of Six Directors, each to
hold office until his successor shall
have been elected and qualified:

Nominees: Jeffrey M. Christian
Bobby E. Cooper
Kurt J. Hoffman
John P. Ryan
J. Michael Sharratt
Ishiung J. Wu

IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK THE "FOR
ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME OF THE NOMINEE. YOUR SHARES
WILL BE VOTED FOR THE REMAINING NOMINEE(S).

2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any postponements or
adjournments thereof.

PLEASE CHECK HERE FOR AN ADDRESS CHANGE AND NOTE YOUR NEW ADDRESS BELOW

- ----------

The proxy should be dated and signed by the shareholder or his or her attorney
authorized in writing or in any other manner permitted by law. Joint owners
should each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by the president or authorized officer. If a partnership, please
sign in partnership name by an authorized person.

Dated: _________________________, 2004

____________________________________________
Signature of Shareholder

____________________________________________
Signature of Shareholder (if held jointly)

Change of Address: