IRREVOCABLE
PROXY
For
payment of one dollar ($1), I hereby bestow upon __________________________
(Name of Proxy) proxy to vote
________________________________ (Name of Shareholder) shares of stock
of ________________________________ (Name of Corporation) (hereinafter
"Corporation") on my behalf at the shareholders' meeting of said
Corporation, which will be held ________________________ (Date). The proxy is conferred in consideration of
the following conditions:
FIRST: Said person shall have all the power to vote
and attend the aforesaid meeting as I currently enjoy.
SECOND: This proxy, which may not be revoked by
myself, nor my heirs or assigns, shall not last for a period beyond the above
noted shareholders' meeting, or any extension thereof.
___________________________________ _________________
Signed
Date
